General Terms and Conditions of Use of Fexsta for Donors and Recipients

1. Introduction

1.1. “Fexsta” is the name for the social-aid website listed at Appendix 1. Each Fexsta online platform (“Fexsta” or “we”) operates a social-aid platform consisting of a website, mobile application together with supporting IT logistics.

1.2. These general terms and conditions shall apply to donors and recipients on the website and shall govern your use of the website and related services.

1.3. By using our website, you accept these general terms and conditions in full. If you disagree with these general terms and conditions or any part of these general terms and conditions you must not use our website.

1.4. If you use our website in the course of a business or other organizational project then by so doing you:

• 1.4.1. confirm that you have obtained the necessary authority to agree to these general terms and conditions;
• 1.4.2. bind both yourself and the person, company or other legal entity that operates that business or organizational project to these general terms and conditions; and
• 1.4.3. agree that you in these general terms and conditions shall reference both the individual user and the relevant person, company or legal entity unless the context requires otherwise.

2. Registration and account

2.1.  Persons below the age of 18 years are not authorised to register and operate an account with FEXSTA (by using our website or agreeing to these general terms and conditions you warrant and represent to us that you are at least 18 years of age).

2.2. If you register for an account with our website you will be asked to provide an email address and password and you agree to:

• 2.2.1. keep your password confidential;
• 2.2.2. reset your password immediately, if you become aware of any disclosure of your password; and
• 2.2.3. be responsible for any activity on your account out of any failure to keep your password confidential, and that you may be held liable for any damage arising out of such failure.

2.2.4. Your account shall be used exclusively by you and you shall not transfer your account to any third party. If you authorize any third party to manage your account on your behalf, this shall be at your own risk.

2.2.5. We reserve the exclusive rights to suspend or cancel your account at any time, in our sole discretion, and without notice or explanation in the event that we notice any inappropriate use of your account that violates our terms and conditions.

2.2.6. You may cancel your account on our website by contacting us.

3. Terms and conditions of use

3.1. You acknowledge and agree that:

• 3.1.1. the website provides an online platform for donors and recipients to donate items, cash and offer services at free will and at no cost. 
• 3.1.2. as a Donor, you are to donate the exact item(s) whose images you upload, offer the exact service(s) which you have pledged to offer and send the exact amount of cash which you have pledged to donate.
• 3.1.3. as a Recipient, the use of the items received through our website is at your own risk, and that you take personal responsibility for any damage that may arise from the use of the items.
• 3.1.4. as a Donor, the service you choose to offer to a Recipient is at your own risk.
• 3.1.4. if the item whose image you uploaded is different from the one you ship to the recipient, and your account is flagged “discrepant” by a Recipient, your account can be suspended.

4. Rules Guiding Content

4.1. In these General Terms and Conditions your content means:

• 4.1.1. all works and materials (including without limitation, text graphics, images, audio material, video material, audio-visual material, scripts software and files) that you submit to us or our website for storage or publication processing by or onward transmission; and
• 4.1.2. all communications on our website including item reviews, feedback and comments.
• 4.2. Your content and the use of your content by us in accordance with these general terms and conditions must be accurate, complete and truthful.
• 4.3. Your content must be appropriate, civil and accord with generally accepted standards of etiquette and behaviour on the internet and must not:
• 4.3.1. be offensive, obscene, indecent, pornographic, lewd suggestive or sexually explicit;
• 4.3.2. depict violence in an explicit graphic or gratuitous manner; or

4.3.3. be blasphemous in breach of racial or religious hatred;

4.3.4. be deceptive, fraudulent, threatening, abusive, harassing, anti-social menacing hateful, discriminatory or inflammatory;

• 4.3.5. cause annoyance, inconvenience or needless anxiety to any person; or
• 4.3.6. Send out spam.
• 4.4. Your content must not be illegal or unlawfully infringe any person's legal rights or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). Your content must not infringe or breach:
•  
• 4.4.1. any copyright, moral right, database right, trademark right, design right in passing off or other intellectual property right;
• 4.4.2. any right of confidence, right of privacy or right under data protection legislations;
• 4.4.3. any contractual obligation owed to any person; or
• any court order.
• 4.5. You must not use Fexsta website to link to any website or web page consisting of or containing material that, if posted on Fexsta website, breach the provisions of these general terms and conditions.
• 4.6. You must not submit to Fexsta website, any material that is or has ever been the subject of any threatening or actual legal proceedings or other similar complaint.
• 4.7. You acknowledge that all users of the fexsta website are solely responsible for interactions with other users and you shall exercise caution and good judgment in your communication with users.
• 4.8. We may periodically review your content and we reserve the right to remove any content at our discretion for any reason whatsoever.
• 4.9. If you learn of any unlawful material or activity on our website or any material or activity that breaches these general terms and conditions, you may inform us by contacting us at [email protected].

5. Our rights to use your content

5.1 - You grant to us a worldwide irrevocable and non-exclusive royalty-free license to use, reproduce, store, adapt, publish, translate, and distribute your contents on our website and across our existing or future media.

5.2 - You grant to us the right to sub-license the rights licensed under paragraph 5.1

5.3 - You grant to us the right to bring an action for infringement of the rights licensed under paragraph 5.1 

5.4 - You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

5.5 - Without prejudice to our other rights under these general terms and conditions, if you breach our rules on content in any way or if we reasonably suspect that you have breached our rules on content, we may delete, unpublish or edit any or all of your contents.

6. Use of website and mobile applications

6.1. Herein, “our platform” shall be used interchangeably to refer to Fexsta’s website and mobile applications.

6.2. You may:

• 6.2.1. view pages from our website in a web browser;
• 6.2.2. download pages from our website for caching in a web browser;
• 6.2.3. print pages from our website for your own personal and non-commercial use provided that such printing is not systematic or excessive;
• 6.2.4. stream audio and video files from our website using the media player on our website; and
• 6.2.5. use our platform services by means of a web browser subject to the other provisions of these general terms and conditions.

6.3. Except as expressly permitted by paragraph 6.2 or the other provisions of these general terms and conditions, you must not download any material from our website or save any such material to your computer.

6.4. You may only use our website for your own personal and business purposes in respect of selling or purchasing products on our website.

6.5. Except as expressly permitted by these general terms and conditions you must not edit or otherwise modify any material on our website.

6.6. Unless you own or control the relevant rights in the material, you must not:

• 6.6.1 republish material from our website (including republication on another website);
• 6.6.2. sell, rent or sub-license material from our website;
• 6.6.3. exploit material from our website for a commercial purpose; or

6.7. Notwithstanding paragraph 6.6, you may forward links to items on our website and redistribute our newsletters and promotional materials in print and electronic form to any person.

10.8. We reserve the right to suspend or restrict fully or specific access to our website and/or to debar our website for various reasons. We may, for example suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass or attempt to circumvent or bypass any access restriction measures on the website and you agree to be liable in damages for such trespass.

6.9. You must not:

• 6.9.1. use our website in any way or take any action that causes or may cause damage to the website or impairment of the performance, availability, accessibility, integrity or security of the website;
• 6.9.2. use our website in any way that is unethical, unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
• 6.9.3. hack or otherwise tamper with our website;
• 6.9.4. probe, scan, or test the vulnerability of our website without our permission;
• 6.9.5. circumvent any authentication or security systems or processes on or relating to our website;
• 6.9.6. use our website to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware computer virus, Trojan, horse worm, keystroke logger, rootkit or other malicious computer software;
• 6.9.7. impose an unreasonably large load on our website resources (including bandwidth storage capacity and processing capacity);
• 6.9.8. decrypt or decipher any communication sent by or to our website without our permission;
• 6.9.9. conduct any systematic or automated data collection activity (including without limitation; scraping data, mining data, extraction and data harvesting) on or in relation to our website without our express written consent;
• 6.9.10. access or otherwise interact with our website using any robot spider or other automated means except for the purpose of search engine indexing;
• 6.9.7. use our website except by means of our public interfaces;
• 6.9.8. violate the directives set out in the robots.txt file for our website;
• 6.9.13. use data collected from our website for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing and direct mailing); or
• 6.9.9. do anything that interferes with the normal use of our website.

7. Copyright and trademarks

7.1. Subject to the express provisions of these general terms and conditions:

• 7.1.1. we together with our licensors own and control all the copyright and other intellectual property rights in our website and the material on our website; and
• 7.1.2. all the copyright and other intellectual property rights in our website and the material on our website are reserved.

7.2. Fexsta’s logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trademarks and such use may constitute an infringement of our rights.

7.3. The third party registered and unregistered trademarks or service marks on our website are the property of their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.

8. Data privacy

8.1. Donors agree to process their personal data in accordance with the terms of Fexsta’s Privacy and Cookie Notice.

8.2. Fexsta shall process all personal data obtained through the website and related services in accordance with the terms of our Privacy and Cookie Notice and Privacy Policy.

8.3. Recipients shall be directly responsible for any misuse of their personal data, and Fexsta shall bear no liability to recipient in respect of any misuse of their personal data.

9. Fexsta’s role as a social-aid platform

9.1. You acknowledge that:

• 9.1.1. Fexsta facilitates an online platform for Donors and Recipients of items, services and cash or Fexsta, where Fexsta is the Donor of an item/services/cash.
• 9.1.2. the relevant Donor of the item/cash (whether Fexsta is the donor or whether it is a third party ) shall at all times remain exclusively liable for the items they Donate on the online platform.
• 9.2. We commit to ensure that Fexsta or third party Donors as applicable, submit information relating to their item/services on the Fexsta website that is complete, accurate and up to date and pursuant thereto:

9.2.1. the relevant Donor warrants and represents the completeness and accuracy of their information published on our social-aid platform relating to their items/services;

9.2.2. the relevant Donor warrants and represents that the material on the online platform is up to date.

9.3. We do not warrant or represent that the fexsta website will operate without fault; or that the online platform or any service on the platform will remain available during the occurrence of events beyond Fexsta’s control (force majeure events) which include but are not limited to; flood, drought, earthquake, or other natural disasters; hacking, viruses, malware or other malicious software attacks on the online platform; terrorist attacks, civil war, civil commotion or riots; war threat, of or preparation for war; epidemics or pandemics; or extra-constitutional events or circumstances which materially and adversely affect the political or macro-economic stability of the territory as a whole.

9.4. We reserve the right to discontinue or alter any or all of our Fexsta platform services and to stop publishing our online platform at any time in our sole discretion without notice or explanation; and you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any Fexsta services, or if we stop publishing the online platform. This is without prejudice to your rights in respect of any unfulfilled pledges or other existing liabilities of Fexsta.

9.5. If we discontinue or alter any or all of our online platform in circumstances not relating to force majeure, we will provide prior notice to users in not less than fifteen (10) days with clear guidance on the way forward for the pending activities or other existing liabilities of Fexsta.

9.6. We do not guarantee any commercial results concerning the use of the online platform.

To the maximum extent permitted by applicable law and subject to paragraph 10.1 below, we exclude all representations and warranties relating to the subject matter of these general terms and conditions of our website and the use of our website.

10. Limitations and exclusions of liability

10.1. In respect of the services offered to you at no cost, we will not be liable to you for any loss or damage of any nature whatsoever, and;

10.2. any losses occasioned by any interruption or dysfunction to the website;

10.3. any losses arising out of any event or events beyond our reasonable control;

10.4. any loss or corruption of any data database or software; or

10.5. any special, indirect or consequential loss or damage.

10.6. We accept that we have an interest in limiting the personal liability of our officers and employees and having regard to that interest; you agree that you will not bring any claim personally against our officers or employees in respect of any damage you suffer in connection with the Fexsta website or these general terms and conditions.

10.7. Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations. We have no control over third party websites and their contents and we accept no responsibility for them or for any loss or damage that may arise from your use of them.

11. Indemnification

11.1. You hereby indemnify us and undertake to keep us indemnified against:

11.1.1. any and all losses, damages, costs liabilities and expenses (including without limitation legal expenses and any amounts paid by us to any third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our online platform or any breach by you of any provision of these general terms and conditions or the Fexsta codes, policies or guidelines; and

12. Breaches of these general terms and conditions

12.1. If we permit the registration of an account on our website, it will remain open indefinitely subject to these general terms and conditions.

12.2. If you breach these general terms and conditions or if we reasonably suspect that you have breached these general terms and conditions or any Fexsta codes, policies or guidelines in any way, we may:

12.2.1. temporarily suspend your access to our website;

12.2.2. permanently prohibit you from accessing our website;

12.2.3. block computers using your IP address from accessing our website;

12.2.4. contact any or all of your internet service providers and request that they block your access to our website;

12.2.5. suspend or delete your account on our website; and/or

12.2.6. commence legal action against you whether for breach of contract or otherwise.

12.3. Where we suspend, prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

13. Entire agreement

13.1. These general terms and conditions and the Fexsta codes policies and guidelines (and in respect of Donors' the Recipients' terms and conditions) shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

14. Hierarchy

14.1. These terms and conditions and the Fexsta codes, policies and guidelines shall prevail in the order here stated above any other applicable code, guideline or policies guiding the operation of Fexsta.

15. Variation

15.1. We may revise these general terms and conditions, the Donor and Recipient terms and conditions and the Fexsta codes policies and guidelines from time to time.

15.2. The revised general terms and conditions shall apply from the date of publication on our website.

16. No waiver

16.1. No waiver of any breach of any provision of these general terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of these general terms and conditions.

17. Severability

17.1. If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

17.2. If any unlawful and/or unenforceable provision of these general terms and conditions would be lawful or enforceable, if part of it were deleted that part will be deemed to be deleted and the rest of the provision will continue in effect.

18. Assignment

18.1. You hereby agree that we may assign, transfer, sub-contract, or otherwise deal with our rights and/or obligations under these general terms and conditions.

18.2. You may not without our prior written consent, assign, transfer, sub-contract, or otherwise deal with any of your rights and/or obligations under these general terms and conditions.

19. Third party rights

19.1. A contract under these general terms and conditions is for our benefit and your benefit and is not intended to benefit or be enforceable by any third party.

20.2. The exercise of the parties' rights under a contract under these general terms and conditions is not subject to the consent of any third party.

21. Law and jurisdiction

21.1. These general terms and conditions shall be governed by and construed in accordance with the laws of the territory.

21.2. Any dispute relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the territory.

22. Our online platform details and notices

22.1. You can contact us on [email protected]

22.2. You consent to receive notices electronically from us. We may provide all communications and information related to your use of the website in electronic format either by posting to our website or application or by email to the email address on your account. All such communications will be deemed to be notices in writing and received by and properly given to you.

23. Execution.

23.1 Let the public be on notice that proceeding with any part of the User Interface constitutes proper execution and this document shall become legally binding on you and us, and deemed signed, sealed, and delivered on the day of first use.