Oopla

The English language version of these terms shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

1. Introduction
   1. These terms (Terms of Use) form a binding legal agreement between you and SUPPORT TO PERFORM LTD, a private limited company registered in Northern Ireland with registered number NI651972 and registered address at 44 Summerhill Park, Belfast, Northern Ireland, BT5 7HE (we, us, our) and relate to how you may use our online activity challenge tracking platform located at  https://www.oopla.app  (Oopla).
   2. Oopla is a series of 28 day activity challenges for absolutely everybody. How you play is totally up to you – you can opt to play solo for free or to subscribe to play with others.
   3. You’ll be deemed to have accepted the Terms of Use whenever you use Oopla. That means that if you don’t want to accept the Terms of Use, you may not use Oopla.
   4. If you are using Oopla on behalf of a company or organisation, you confirm to us that you have authority to act on behalf of that entity, and that entity accepts these Terms of Use.
   5. We are constantly changing and improving our services. We may change or add additional terms to these Terms of Use if we alter the existing services we provide, if we add new services to Oopla or if we need to make changes for security, regulatory or legal reasons. Where the changes are significant, we may also choose to email our registered users with the new details.
2. 1. We’re always happy to have people use Oopla. However, we have to impose a few ground rules to protect our intellectual property, the operation of Oopla and other users of Oopla.
   2. You must be 18 years old or older in order to use Oopla. You must not use Oopla if you are younger than this.
   3. In order to use Oopla, you must set up an individual account on Oopla which allows you to track your own activities free of charge (Oopla Solo). To do this, you must provide us with a number of details, including personal information which will include your name and email address.
   4. In order to enable us to provide access to Oopla Solo free of charge, we may display third party content on Oopla Solo and/or include third party content (including advertising goods, services, courses or websites) in messages which we send to our users (any such content, Third Party Content). While we may provide a platform for the display and/or communication of such Third Party Content, we do not undertake any vetting or authentication process in respect of that content. As such, to the fullest extent permitted by law, we expressly exclude any liability for any direct, indirect, special, incidental loss or damage which may arise in respect of your use of or reliance upon any Third Party Content.
   5. Once you register with Oopla, you can login to your dashboard to view your activities, see the points you have earned and monitor your Oopla score. You will be entered into our Oopla Groups Challenge and will be able to see where you stand in the Oopla Global Leader board. You can opt to use ‘stealth’ mode if you'd like to keep your personal data private. See clause 3.3 below for more details about your privacy options.
   6. You may register for or log-in to Oopla via a third-party network, such as Facebook or Google. If you do so, you hereby authorize Oopla to pre-populate the registration and other relevant information fields of your account and/or to use such third-party credentials to log you into your account. If you connect your account to any third-party network (such as Strava), you agree to comply with the terms and conditions and policies applicable to such third party.
   7. Once you have an Oopla Solo account, you can also opt to (i) individually subscribe to join any open group activity on Oopla which will allow you to participate in an open group activity (Oopla Groups) or (ii) purchase a subscription which will allow you to create a members-only private group for friends or colleagues (subject to a minimum of 10 participants) on Oopla (Oopla Private Group).
   8. By using Oopla, you agree that you do so in the full knowledge that we are not, and we are not operating Oopla, as a medical advice service. If you use Oopla, no doctor-patient, therapist-patient or other healthcare professional relationship is created between you and us.
   9. You agree to keep confidential any access details provided by us to you for setting up your account on Oopla.
   10. You will not be charged for using Oopla Solo which is provided free of charge. There is a subscription fee for using Oopla Groups and Oopla Private Group - please see the provisions of clause 7 below for more details.
   11. You agree that you won’t at any point: (a) access or copy (or attempt to access or copy) any part of Oopla by any means other than through the interface provided by us; (b) access (or attempt to access) any part of Oopla through any automated means, including without limitation use of scripts, robots, spiders, scrapers or web crawlers, for any purpose; (c) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (d) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part or component of Oopla without prior written consent from us and any third party determined by us as appropriate; (e) interfere or attempt to interfere with the proper working of Oopla or any activities conducted via Oopla; (f) bypass any measures we may use to prevent or restrict access to Oopla; (g) attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code, algorithm or other intellectual property right in Oopla; and/or (h) engage in any activity that interferes with or disrupts Oopla or the servers and networks which are connected to Oopla.
   12. You agree not to use Oopla: (a) on behalf of anyone else; (b) in breach of any obligation of confidentiality to anyone else; (c) to facilitate, endorse, encourage or assist any individual to carry out illegal activities; (d) to cause damage or suffering; (e) to intimidate, threaten, humiliate, abuse, harass or defame any individual; and/or (g) to mislead us or anyone else.
   13. By uploading any information on to Oopla, you represent and warrant to us that: (a) you have the rights, power and authority necessary to upload, reproduce and/or distribute any such information; (b) you have obtained any consents and authorisations necessary for us to use such information in connection with the relevant activity challenge (in accordance with these Terms of Use) which may include publishing the same on our publically available dashboard which will be visible to other Oopla users (who may be inside or outside your organisation); (c) any such information is true, accurate and not misleading; (d) the information does not violate the rights of anyone else (including but not limited to trademarks, publicity rights, privacy rights, copyright or any other intellectual property rights); (e) the content does not contain any viruses, Trojans, worms, corrupted files or code, files and/or programs designed to impede or destroy the functionality of any software or hardware; spyware or malware.
   14. You acknowledge and agree that we may monitor your use of Oopla. You may only use Oopla for lawful purposes as part of improving health and wellbeing through physical activity (Permitted Purpose). Where, in our sole opinion, we suspect that you have used Oopla for any purpose other than the Permitted Purpose, we reserve all our rights to suspend the provision of Oopla to you. We’ll also reserve the right to take appropriate legal action for any such misuse.
   15. You agree that we may collect and use for our own business purposes aggregate usage data relating to how users access and use Oopla, provided that any such data does not include personal data.
   16. You acknowledge that we shall be entitled to modify the features and functionality of Oopla at any time and in any way, provided that we use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of Oopla by our customers generally.
   17. Where Oopla contains links to other sites and resources which are provided by third parties, these links and resources are provided for your information only and you access them at your own risk. You agree to comply with any third party terms that are applicable to any platform, product or service that interacts with Oopla or which you connect or synchronise to your Oopla account. We are not liable or responsible for the content of third party sites or services
   18. You may record your activities on Oopla in 2 ways: (i) you can manually input details of your activities or (ii) you can connect your Strava account (if you have one) to your Oopla account. We may add other independent third party activity measurement application providers to Oopla in the future. Oopla has no relationship with such providers and this distinction has important legal consequences: (a) we have no responsibility for such providers, and won’t provide any services supporting such providers; (b) we have no liability to any party in relation to such providers; (c) such providers may at any time change their services– or may even terminate the provision of its services without any warning. We have no control over any such action, and therefore we exclude all liability to you and any third party if such providers take any such action; and these Terms of Use only apply to your use of Oopla. They don’t apply in any way to your use of such provider’s services, which instead will be governed by the relevant provider’s terms and policies.
3. Your information and how we use it:
   IT IS INCREDIBLY IMPORTANT THAT YOU UNDERSTAND HOW WE GATHER AND USE YOUR INFORMATION. IN ORDER TO HELP YOU, WE’VE CAREFULLY PREPARED OUR PRIVACY NOTICE WHICH YOU CAN ACCESS HERE, AND YOU MUST READ THIS. BY ACCEPTING THESE TERMS OF USE YOU ARE CONFIRMING TO US THAT YOU HAVE DONE SO.
   1. In these Terms of Use the following phrases have the following meanings: Data Protection Legislation means the General Data Protection Regulation (EU) 2016/679 (GDPR) and any national implementing laws, regulations and secondary legislation relating to data protection and privacy, as amended or updated from time to time as well as any successor legislation to the GDPR and Data Protection Act 2018; personal data, controller and processor have the meaning given those terms in the GDPR.
   2. For the purposes of the Data Protection Legislation we will be generally acting as a controller in relation to personal data which you submit to Oopla (Your Personal Data). Both you and we agree to comply with your and our respective obligations under the Data Protection Legislation in respect of Your Personal Data.
   3. Oopla offers several features and settings to help you manage your privacy and share details of the points you have earned from activities. When you register on Oopla as a participant, you can choose do so in ‘stealth’ mode. If you opt for ‘stealth’ mode, this mode will apply to all of your Oopla accounts and activity challenges. You can change your Oopla account to ‘stealth’ mode at any time.
   4. You acknowledge and understand that unless you opt for ‘stealth’ mode: your name and the activity points you have earned (but not how you have earned them) as part of an activity challenge may be published on Oopla’s dashboard. If you have an Oopla Private Group account, the lead administrator (Group Owner) may set up other information fields on the Private Group dashboard (e.g. your role within your organisation) from which you may be identifiable and which may include location data (if you provide such requested information). Unless you opt for ‘stealth’ mode, these dashboards may be publically available to Group Owners and any other administrators they appoint, other participants (who may be inside or outside any organisation you are representing) as well as any other organisations who are taking part in the same activity challenge. 
   5. If you choose to submit your details other than in ‘stealth’ mode, you do so at your sole risk and you are solely responsible for the public nature of such details. We cannot and do not accept any liability for any use or misuse, by a third party, of any data published on Oopla’s dashboard. We also cannot guarantee that you will not be identifiable from the information you submit in stealth mode but you can minimise this risk by changing some of the other optional fields on your account (e.g. gender, age band or country).
   6. In certain circumstances we may also be acting as a processor to you in relation to Your Personal Data. In such situations we shall:
      1. process Your Personal Data only in accordance with your written instructions unless we are prevented by the Data Protection Legislation, in which case we shall promptly notify you of this unless the Data Protection Legislation prohibit us from so notifying you;
      2. ensure that all personnel who have access to and/or process Your Personal Data are obliged to keep the Your Personal Data confidential;
      3. ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Your Personal Data and against accidental loss or destruction of, or damage to, Your Personal Data. These measures will be appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Typical measures may include, where appropriate, pseudonymising and encrypting Your Personal Data, ensuring the confidentiality, integrity, availability and resilience of our systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      4. where we use any sub-processor, as that term is defined in the GDPR we shall:
         1. enter into a legally binding written agreement that places the equivalent data protection obligations as those set out in this clause 3 to the extent applicable to the nature of the services provided by such sub-processor, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR;
         2. remain liable for the performance of the sub-processor; and
         3. procure that any transfers by us to a sub-processor outside the EEA shall be carried out in accordance with Chapter 5 of the GDPR
         and you consent to our appointing sub-processors subject to the provisions of this clause 3.4.4;
      5. delete Your Personal Data on the earlier of (a) 30 days after the completion of the relevant Support To Perform challenge, or (b) termination of this Agreement. The exception to this is if we are required by the Data Protection Legislation to store Your Personal Data;
      6. maintain complete and accurate records and information to demonstrate our compliance with these Terms of Use;
      7. save as otherwise permitted by this clause 3, not transfer any of Your Personal Data outside of the European Economic Area or the United Kingdom without obtaining your prior written consent; and
      8. notify you without undue delay on becoming aware of a breach of Your Personal Data.
4. Intellectual Property
   1. This is where we tell you that we, or our licensors, own all of the intellectual property on Oopla, and that while you can access it, you can’t copy it (unless the law allows). Accordingly:
      1. in consideration of the fulfilment by you of the obligations imposed on you by these Terms of Use we grant you a non-exclusive, non-assignable, non-transferable non-sub licensable licence for the duration of the agreement created by these Terms of Use to use Oopla solely and strictly for the Permitted Purpose. This licence is granted subject to these Terms of Use, and any rights granted by the Terms of Use to allow us to terminate and/or suspend access to Oopla;
      2. all intellectual property rights subsisting in or used in connection with Oopla are and shall remain the sole property of us and our licensors. All present and future rights in and title to Oopla, including without limitation the right to grant access to it over any present or future technology, are solely and exclusively reserved to us;
      3. Oopla is our unregistered trademark, and in time we may have it registered as a trademark. Unless you have agreed otherwise in writing with us, nothing in the Terms of Use gives you a right to use any of our or our licensors’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including without limitation copyright and trade mark notices) which may be affixed to or contained within Oopla; and
      4. Oopla may include components which are licensed to us by third parties (Third Party Services). Third Party Services are not owned or controlled by us. We have no control over and assume no responsibility for the content, privacy policies, or practices of any Third Party Service. If you access a Third Party Service through Oopla , you do so at your own risk, and you acknowledge that neither these Terms of Use nor any other Oopla policy, including Oopla’s Privacy Policy, apply to your use of such Third Party Services. To the extent that the terms of any Third Party Services licenses impose any obligation on you which is in addition to any obligation imposed on you by these Terms of Use (Third Party Licensor Obligation), you undertake fully to comply with and fulfil all requirements of any such Third Party Licensor Obligation.
5. Feedback
   1. We continually work to develop Oopla and our product ideas and features and we pay close attention to the interests, feedback, comments, and suggestions we receive from our users If you choose to contribute by sending us any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that the status of such Feedback is clearly understood by you and us. Accordingly, by sending Feedback to us, you agree that:
      1. we have no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
      2. Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
      3. you irrevocably grant us an unconditional, non-exclusive, royalty free, fully transferable (including sub-licensable), perpetual worldwide and unlimited license to adapt, reproduce, distribute, create derivative works of, modify, publicly perform, communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
6. Termination
   1. We can close down Oopla Solo at any time, and without notice to you, as it is provided free of charge.
   2. We reserve the right to retain, maintain, archive, protect, use, or store limited data derived from your use of Oopla. This will be aggregated data and will not contain personal data relating to or identifying you. We will use the limited data we retain for our own purposes.
7. Exclusions and Limitations
   1. This section is also important – it explains how and why we exclude liability for your use of Oopla. We think that this is reasonable because (unless you’re subscribing for Oopla Groups or Oopla Private Group) we’re not asking you to pay anything – access to Oopla Solo is free. So it’s extremely important that you understand before you commence use of Oopla that, since we’re giving you free access to Oopla Solo, we’re excluding our liability to you as far as the law allows.
   2. The first thing to say is that nothing in these Terms of Use (including any other provision in this clause 6) shall exclude or limit any warranty or liability which applicable law says may not be excluded or limited, including without limitation liability for fraud, or for death or personal injury caused by our negligence. Everything stated below is in all cases subject to this clause 7.2.
   3. Next, there are no conditions, warranties, representations or other terms, express, statutory or implied, (including without limitation statutory warranties and conditions of user enjoyment, merchantability, fitness for a particular purpose and non-infringement) that are binding on us except any which we’ve specifically stated in these Terms of Use.  Any condition, warranty, representation or other term concerning the supply of Oopla which might otherwise be implied into or incorporated in these Terms of Use, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
   4. You acknowledge that you understand that use of Oopla will involve your use of the internet, and also your use of independent third party activity measurement application providers. Whilst we try to ensure that the standard of Oopla remains high and to maintain the continuity of it, the internet is not an inherently stable medium, and errors, omissions, interruptions of service and delays may occur at any time. Similarly, your use of third party software will be subject to the terms of use of all such software. This means that the relevant third party will be responsible for the performance of all such software, not us. We do not accept any liability arising from any third party errors, omissions, interruptions or delays or any ongoing obligation or responsibility to operate Oopla (or any particular part of it) or to provide the service offered on Oopla.
   5. You expressly understand and so agree that your use of Oopla is at your sole risk and that Oopla is provided on an "as is" basis.
   6. In particular, we, our subsidiaries and affiliates, and our licensors, do not represent or warrant to you that:
      1. your use of Oopla (including without limitation its use in conjunction with any other software) will meet your requirements, that your use of Oopla will be uninterrupted, timely, secure or free from error or that defects in the operation or functionality of Oopla provided to you will be corrected; and
      2. any information obtained by you as a result of your use of Oopla will be accurate or reliable; and
      3. that Oopla will be accessible at any particular time; and
      4. that defects in the operation or functionality of Oopla will be corrected, rectified, or remedied.
   7. You expressly understand and agree that we and our licensors shall not be liable to you for:
      1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of Oopla and/or its use by you or non-availability;
      2. any direct, indirect, special, incidental or consequential loss or damage which may arise as a result of our breach of these Terms of Use;
      3. any act or omission of any third party, including without limitation our third party contractors and also including without limitation any act or omission of any organisation or employer using Oopla;
      4. loss or corruption of data or information. Oopla is not a back-up service: you should always maintain a separate copy of key information you use or access on Oopla;
      5. loss of opportunity or loss of contract or other losses which you may incur as a result of use of or reliance upon any content or third party services or products; and
      6. any effect which use of Oopla may have on any software you use.
   8. This next section 7.8 explains that, because we’re only providing general sports and wellbeing advice, we don’t assume any responsibility to you in relation to your particular health or sports needs. You agree and acknowledge that:
      1. any and all content provided through Oopla is provided for general information: it isn’t intended to be, and it shouldn’t be, used in substitution for any advice to you from a doctor, any other health service provider and any sports professional advice provider. If you have any question about your health, or the suitability of a particular activity identified on Oopla, you must take appropriate medical or sports professional consultancy advice. You should never disregard medical advice or delay in seeking medical advice because of any content presented on Oopla, and you should not use Oopla or any content on the platform for diagnosing or treating a health or injury problem;
      2. all athletic activities carry certain inherent and significant risks of property damage, bodily injury or death. By using Oopla, you voluntarily assume all known and unknown risks associated with these activities;

      3. you expressly agree that we do not assume responsibility for the inspection, supervision, preparation, or conduct of any challenge event which you organise, or in which you participate; and
      4. all of the provisions (including but not limited to the limitations of liability clauses) set out in the disclaimer (which is accessible at this link (https://www.oopla.app/disclaimer) are hereby incorporated into these Terms of Use and that all declarations and confirmations set out therein are true and accurate.
   9. Finally, you agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with the use of Oopla; that we cannot adequately insure our potential liability to you; and that accordingly the exclusions and limitations contained in this clause 7 are reasonable.
   10. If any part or provision of this clause 7 is found to be unlawful or unenforceable, this shall not affect the validity of any other part or provision. You also undertake at all times to mitigate any such damage or loss.
8. Extra Provisions which apply if you're using Oopla Groups or Oopla Private Group
   1. This clause 8 contains extra provisions which apply to you if you’re using Oopla Private Group to create a members-only private group for friends or colleagues to participate in an activity challenge (either individually or on behalf of an organisation) to participate in an activity challenge or if you’re using Oopla Groups as an independent participant (not connected with an organisation).
      
      Payment
   2. We will charge you for using Oopla Groups and/or Oopla Private Group in accordance with this payment section. Our current subscription fees are detailed on the pricing section of our website and are subject to change from time to time. If you wish to set up more than 250 participants in an Oopla Private Group, please contact us for a bespoke quote (Large Private Group Quote). Our invoice for a Large Private Group Quote is payable within 30 days of receipt.
   3. Unless otherwise expressly agreed in writing between you and us, there is a recurring subscription fee to join a series of 28 day activity challenges on Oopla Groups. This fee will be charged to you on a recurring basis every 28 days unless you cancel your subscription.
   4. Unless otherwise expressly agreed in writing between you and us, there is a recurring subscription fee to create a private group to participate in a series of 28 day activity challenges on Oopla Private Groups which will vary depending on the number of participants designated by you and agreed with us to participate in your private group series of 28 day activity challenges. This fee will be charged to you on a recurring basis every 28 days unless you cancel your subscription.
   5. All subscription fees are payable in advance, are non-refundable and are exclusive of sales taxes (which, if applicable, will also be due from you to us). You agree to pay the subscription fees, and other charges you incur in connection with your Oopla account. We reserve the right to increase subscription fees, any associated taxes, or to institute new fees at any time upon reasonable advance notice.
   6. No refunds are available if you or any other participants (for reasons not related to the availability of Oopla) are unable to, or opt not to, take part in all or part of an activity challenge.
   7. The cancellation of a subscription will go into effect at the end of your current billing cycle. When your subscription ends, your account will revert to a free Oopla Solo account. You can renew your subscription at any time without opening a new account, although the subscription fees may have increased.
   8. We reserve the right to charge interest at the statutory rate then in force for any late payments. All amounts due under these Terms of Use shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
   9. You agree to our third party service providers storing and using your payment card information for the purpose of processing the payment and you authorise us and/ or companies who work our behalf, (including without limitation payment processors) to bill your payment instrument in advance on a recurring basis every 28 days for the relevant subscription fee unless and until you cancel your subscription.
      
      Liability
   10. If you pay for use of Oopla, we think that excluding all liability to you for your use of Oopla may not be reasonable. Accordingly, irrespective of the provisions of clause 7.7.2, we will be liable to you for any direct loss or damage which you incur or suffer if we breach these Terms of Use, provided that at all times our aggregate liability to you is strictly limited to a sum equal to the amount of charges you have paid us in the twelve months prior to the cause of your claim against us.
9. Termination
   1. If you have paid for access to Oopla, we won’t close down Oopla without notice. Instead:
      1. either you or we may terminate your access to Oopla if any of the grounds of termination in the remainder of this clause 8.8 apply, or at any point after 30 days of completion of the challenge organised by you;
      2. either you or we may terminate your access to Oopla without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or (b)  an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or if such an administrator is appointed or if documents are filed with the court for the appointment of an administrator or if notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying charge holder, or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or if the other party takes or suffers any similar or analogous action in consequence of debt; or (c) the other party ceases, or threatens to cease, to trade.
   2. Without prejudice to any other rights or remedies to which we may be entitled, we may terminate your access to Oopla without liability to you if you fail to pay any subscription fees due to us and such sum remains unpaid fourteen days after its due date.
   3. Your subscription to Oopla Groups or Oopla Private Group is based on the series of 28 day activity challenges you have subscribed to participate in. When a particular series of challenges ends, your Oopla account will revert to a free subscription Oopla Solo account. You can request that we delete your Oopla account at any time by contacting us at services@support2perform.com.
10. Extra provisions which apply if you're using Oopla Private Group on behalf of an organisation
    1. Designated Participants
       
       If you are using Oopla Private Group on behalf of an organisation, by designating and accepting individuals to participate in a series of private group 28 day activity challenges, you acknowledge and agree that:
       1. those individuals will be given the opportunity to sign up to a series of 28 day activity challenges and may provide additional details requested by the Group Owner (e.g. the designated participant’s position in the organisation), which information may be published on our publically available dashboard. Accordingly, on behalf of your organisation, you hereby grant us a non-exclusive, non-sub-licenseable, royalty-free licence to use the name of your organisation in connection with the relevant activity challenge (only) and represent and warrant to us that (a) you have the authority to do so; and (b) any such use by us of your organisation’s name, if used solely in connection with the relevant activity challenge, will not be in breach of any third party rights;
       2. we have no liability to you and (to the fullest extent permissible at law) exclude any such liability to you in respect of the acts and/or omissions of any such individuals in their use of Oopla (including any information which they may make publically available via our dashboard); and
       3. subject to any breach of contract by us, you hereby indemnify us on demand against any and all claims, damages, expenses and reasonable legal fees incurred by us in connection with any third party claim from a designated participant related to or in connection with their use of Oopla and/or any associated activity challenge.
    2. Group Owners
       
       If you are using Oopla Private Group on behalf of an organisation to designate and allow selected individuals to participate in a series of private group 28 day activity challenges on Oopla Private Group, you acknowledge and agree that:
       1. you will be acting as the Group Owner of your organisation’s account on Oopla Private Group. To be eligible to use Oopla, the Group Owner must be over the age of 18 and have the authority to purchase and pay in full for your organisation’s subscription to Oopla Private Group (and you shall be liable to pay us for such subscription in full in accordance with these Terms of Use);
       2. as Group Owner, you will have full control and over and sole responsibility for the administration of your organisation’s account on Oopla Private Group (e.g. you will decide which individuals to add to an activity challenge, you can appoint and control the access rights of group administrators and you adjust the group size and subscription fees) and you will have access to certain information about designated participants’ participation in activity challenges and certain aggregated group statistics;
       3. we have no liability to you, your organisation or any designated participant and (to the fullest extent permissible at law) exclude any such liability to you in respect of your acts and/or omissions as Group Owner relating to your use of Oopla on behalf of your organisation (including any information which you or any designated participant may make publically available via our dashboard); and
       4. subject to any breach of contract by us, you hereby indemnify us on demand against any and all claims, damages, expenses and reasonable legal fees incurred by us in connection with any third party claim made against us arising from your use of Oopla as a Group Owner and/or any information or personal data processed by you as Group Owner from any activity challenge.
11. Indemnity
    1. You agree to indemnify us from any claim or demand, including reasonable legal’ fees, made by any third party due to or arising out your use of Oopla, your violation of these Terms, your violation of any data protection or privacy laws, or your violation of any rights of another person or entity.
    2. General
       
       You agree that:unless expressly provided to the contrary, any references to clauses are references of the clauses in these Terms of Use; words in the singular include the plural and in the plural include the singular; a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; and references to including and include(s) shall be deemed to mean respectively, including without limitation and include(s) without limitation;
    3. you shall not assign, transfer or sub-license any of your rights or obligations under these Terms of Use;
    4. failure or neglect by us to enforce any of the provisions of these Terms of Use at any time shall not be construed or deemed to be a waiver of our rights - nor shall this in any way affect the validity of the whole or any part of these Terms of Use, nor prejudice our rights to take subsequent action;
    5. if any part of any provision of these Terms of Use shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provision and all other provisions of these Terms of Use shall continue to be valid and enforceable to the fullest extent permitted by law;
    6. these Terms of Use do not create any third party beneficiaries, including as applicable but not limited to any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not party to it; and

    7. these Terms of Use represent the entire agreement of you and us in relation to the subject matter of these Terms of Use and supersedes any previous agreement between you and us in relation to Oopla.
12. Law & Jurisdiction
    1. These Terms of Use shall be construed in accordance with Northern Irish law and both you and we hereby submit to the exclusive jurisdiction of the Northern Irish courts.
    2. The English language version of these terms shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.