Terms and Conditions

This Site (as defined below) is owned and operated by The Kennelly Foundation Ltd ("Kennelly Archive"). These terms of service (the "Terms of Service" or "TOS") apply to and govern the use of this Site and the Services (as defined below). Your use of the Site and/or any Service signifies your agreement to be bound by these Terms of Service, the Kennelly Archive End User License Agreement (the "EULA"), the Kennelly Archive Privacy Policy (the "Privacy Policy") and the Refunds Policy, which are each incorporated by reference. You agree to notify any employees, agents, household members or other individuals who will use the Site or Services of the terms and conditions of these TOS and they must agree to be bound by these TOS, prior to their use of the Site or Services.

1. DEFINED TERMS. For purposes of the TOS, the following defined terms shall have these meanings:

1.1. "Affiliated Entity" means Kennelly Archive and its funders, successors, holding company or companies, subsidiaries, affiliates, officers, directors, agents, contractors, joint venturers and professional advisors;

1.2. "Service(s)" means any and all services on or provided by or in connection with the Site, whether or not such services are also provided or delivered by other means or all media, now known or hereafter developed throughout the universe including, without limitation, on wireless devices;

1.3. "Site" means this website, including any and all human-perceivable audio and/or visual elements thereof, created or owned by Kennelly Archive or by a Kennelly Archive licensor, content provider or approved third party provider ("Third Party Provider"), or user generated content, whether or not commissioned by Kennelly Archive, including, without limitation, any text, graphics, images, illustrations, photographs, animations, applications, video, audio or audiovisual works, designs, logos, and other information and content made available through the Site, as well as all underlying technical elements of all of the foregoing, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions; and

1.4. "Submission(s)" means text, files, links, software, photographs, video, sound, music, feedback, comments, suggestions, or other information or material, including, without limitation, names or likenesses (all whether concerning you or a third party).

2. GRANT OF RIGHTS. Kennelly Archive grants you a non-exclusive, non-assignable, non-transferable, limited right and license to access, display, view, browse or download to temporary memory of the Site provided that you comply fully with these TOS. You may "cache" pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site. Any other copy or use of a portion of the Site other than as expressly provided for herein is not authorized, will be a violation of these TOS and will constitute a copyright violation. You shall not interfere, or attempt to interfere, with the operation of the Site in any way through any means or device, including without limitation, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these TOS or by law.

Kennelly Archive does not transfer title of the Site content to you. You may own the medium to which your custom content is recorded, but Kennelly Archive and/or the Third Party Provider retain full and complete title to their respective Site content, and all intellectual property rights therein. You may not and agree not to redistribute, sell, decompile, reverse engineer, disassemble the Site.

3. CHANGES TO SITE AND/OR TERMS OF SERVICE. Kennelly Archive reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Site, the Services, the TOS, and/or the Privacy Policy, in whole or in part, at any time, with or without notice to you, prior or otherwise. Changes to the TOS and Privacy Policy will be effective when posted. You agree to review the TOS and Privacy Policy periodically to become aware of any changes. Your continued use of the Site after any changes to the TOS and/or Privacy Policy are posted will be considered acceptance of those changes and will constitute your agreement to be bound thereby. Kennelly Archive will provide prominent notice on the Site of any major changes to the TOS and/or the Privacy Policy.

4. CHANGES IN SITE OWNERSHIP. You will be deemed to have consented to the disclosure and use by, a subsequent owner or operator of the Site, of any information about you contained in the applicable Kennelly Archive database as set forth in the Privacy Policy, to the extent Kennelly Archive assigns its rights and obligations regarding such information in connection with a merger, acquisition, or sale of all or substantially all of Kennelly Archive's assets, or in connection with a merger, acquisition or sale of all or substantially all of the assets related to this particular Site to a subsequent owner or operator. In the event of such a merger, acquisition, or sale, your continued use of the Site signifies your agreement to be bound by the terms of service and privacy policy of the Site's subsequent owner or operator.

5. OWNERSHIP OF TRADEMARKS, COPYRIGHTS, INTELLECTUAL PROPERTY. The Site and all copyrights, trademarks, service marks, trade names and all other intellectual property rights therein, are proprietary to Kennelly Archive and are owned by Kennelly Archive and/or its Third Party Providers, and are protected by applicable Irish and foreign copyright and other intellectual property laws. Except as expressly provided in the TOS, the EULA or as otherwise permitted in writing by Kennelly Archive, you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part the Site or otherwise use the Site on any other website, other networked computer environment, or in any medium now known or hereafter developed, and you may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels on the Site or the Services (each, an "Unauthorised Use").

Any Unauthorised Use constitutes an infringement of the copyrights and other proprietary rights of Kennelly Archive and/or its Third Party Providers and constitutes a violation of these TOS. Any violation of copyright laws may subject you to severe penalties under domestic and foreign copyright laws, including without limitation the payment of damages and legal fees.

6. SERVICES AND RULES FOR USE. As a convenience to its visitors, Kennelly Archive may provide, from time to time and at its sole discretion, one or more Services, such as chat areas, message boards, e-mail functions, instant messaging service, file communities, polls, surveys, and other services. These Services are provided by Kennelly Archive to you and others subject to the TOS, the Guidelines set forth below, the Privacy Policy, and other rules that may be published from time to time (collectively, the "Rules") by Kennelly Archive. Kennelly Archive currently provides the Services free of charge to users who agree to be bound and abide by the Rules. Kennelly Archive reserves the right to change the nature of this relationship at any time.

7. REGISTRATION AND ACCEPTANCE OF RULES. In order to access some features of the Site and the Services, you may have to create or register for a user account. In consideration of your use of the Services, you agree to (i) comply with the Rules, (ii) provide accurate, complete and true information about yourself as may be required on any registration form for Services (your "Registration Information") in order to create your user account, and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate the Rules, or provide inaccurate, false, or non-current Registration Information may, at Kennelly Archive's sole discretion, have their user accounts suspended or terminated, and may be permanently banned from using any current or future Services.

As part of your user account, you will be responsible for creating, and maintaining the confidentiality of, your user name and password. We ask that you select a user name other than your real name or the real name of any other person. We also urge you to memorize your password or keep it in a secure place, away from the rest of your user account information, as sharing your password with others may lead to unauthorized access to your user account and the information therein. You agree that you will (i) immediately notify Kennelly Archive of any unauthorized use of your user account, and (ii) ensure that you properly exit all Services at the completion of your use session. You are solely responsible for the activity that occurs on your user account. Kennelly Archive shall have no liability for any loss or damage arising from your use of a user account, the Site or any Service, or your failure to comply with these requirements. Kennelly Archive will not be liable for any losses caused by any unauthorized use of your user account, but you may be liable for the losses of Kennelly Archive or others due to such unauthorized use.

8. GUIDELINES FOR USE OF THE SERVICES. You are entirely responsible and liable for all activities conducted by you, and/or any other user of your user account on the Site or of the Services, including the transmission, posting, or other provision of a Submission to any portion of Site or the Services. Listed below are some, though not all, violations that may result in Kennelly Archive terminating or suspending your user account and/or your access to the Site and Services and you agree not to take any of the following actions, or other such actions, while using the Site or any Services:

(a) Harass, threaten, embarrass or cause distress or discomfort to another Service participant, user, or other individual or entity; (b) Transmit, in connection with any Service, any Submission that Kennelly Archive, in its sole discretion, advises to be false, inaccurate, misleading, disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, vulgar, obscene, hateful, or racially or ethnically-motivated, or otherwise objectionable; (c) Distribute viruses or any other technologies that may harm the Site, the Service, or the interests or property of other users of the Site or Services and Affiliated Entities; (d) Harvest or otherwise collect information, including email addresses, about users or third parties whose information is made available on the Site, without their consent; (e) Use any robot, spider, scraper or other automated means to access the Site or the Services for any purpose without Kennelly Archive's express written permission; (f) Impersonate in any Service any person, including without limitation, a Kennelly Archive official or representative, chat or message board leader, guide or host; (g) Disrupt the normal flow of dialogue in a chat room or otherwise act in a manner that negatively affects other participants; (h) Post or transmit any unsolicited advertising or promotional materials, or any other forms of solicitation in the Services; (i) Intentionally or unintentionally violate any applicable local, state, national or international law, including without limitation, any regulations having the force of law while using or accessing any Services; (j) Submit material that is subject to intellectual property protection, including without limitation, copyright, trademark, or patent rights, or otherwise subject to third party proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have permission from the owner of such rights to post said material and to grant Kennelly Archive all of the license rights granted herein.

Notwithstanding anything to the contrary in this Agreement, in the event that Kennelly Archive determines that you have breached the TOS and/or the Privacy Policy, or that any part or portion of your Submission violates the TOS, Kennelly Archive will have the right to immediately remove such Submission, in whole or in part, and to temporarily suspend your user account, with or without notice to you. In the event of your repeated violation of the TOS and/or the Privacy Policy, Kennelly Archive will have the right to immediately and permanently terminate your user account, with or without notice to you. Notwithstanding the foregoing, in the event that Kennelly Archive, in its sole discretion, determines that your first violation is of a particularly offensive or serious nature, Kennelly Archive will have the right to immediately and permanently terminate your user account, with or without notice to you. Any user may report abuse of the Rules by contacting Kennelly Archive at the appropriate contact information on the Site.

9. LINKED SITES. Much of the information on the Site may be updated on a real-time basis and some may be licensed to Kennelly Archive by Third Party Providers. Kennelly Archive Sites and/or Services may furthermore frame, and/or contain links to or advertisements about, non-Kennelly Archive websites (the "Linked Sites"). The Linked Sites may also reference, advertise, or link to other sites or services not connected to Kennelly Archive. Kennelly Archive does not endorse or sponsor the Linked Sites and is not responsible for the content of such sites. Kennelly Archive expressly disclaims any statements or assertions made on all non-Kennelly Archive websites, and denies all liability associated with your use of, and the content on any Linked Sites. You are responsible for viewing and abiding by the privacy statements and terms of use posted on such other websites. Your dealings with third parties (including, without limitation, advertisers) on the Linked Sites and your participation in promotions, including the delivery of and the payment for completed transactions, and any other terms, conditions, warranties or representations associated with such dealings or promotions on the Linked Sites, are solely between you and the advertiser or other third party. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners.

10. DISPUTES WITH OTHER USERS. If you have a dispute with one or more users, you release Kennelly Archive and its Affiliated Entities from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown including without limitation legal fees, arising out of or in any way connected with such disputes.

11. INTERNATIONAL USE. Kennelly Archive makes no representation that the Site or any Services or images offered on the Site, and its copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the EEA. Those who choose to access the Site from locations outside of the EEA, do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

12. TERMINATION. You understand and agree that Kennelly Archive may, in its sole discretion and at any time, limit, suspend, or terminate your password, user account, or use of any Services, and discard and remove any and all Submissions submitted or posted by you to any Kennelly Archive Site or Service, for any reason. Kennelly Archive may also, in its sole discretion and at any time, discontinue any Site or Services or limit or restrict any user access thereto, for any reason. Kennelly Archive also reserves the right, in its sole discretion and at any time, to cancel unconfirmed accounts or accounts that have been inactive for an extended period of time. You understand and agree that Kennelly Archive may take any one or more of these actions without any notice to you, prior or otherwise. Should Kennelly Archive take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your user account, including your Registration Information and Submissions. You understand and agree that Kennelly Archive shall not have any liability to you or any other person for any termination of your access to any Services and/or the removal of information concerning your user account.

13. WARRANTY AND LIABILITY: The maximum liability of Kennelly Archive and its Affiliated Entity to you for your access of the Site shall be limited to €50. Liability with respect to purchase of a Product or Licensed Material (as those terms are defined in the EULA) is set out in the EULA. The limitation of liability for access of the Site, does not limit Kennelly Archive's and/or Affiliated Entities' liability to you for (i) death or personal injury (ii) fraud or fraudulent misrepresentation or (iii) for any matter for which it would be illegal for Kennelly Archive to exclude or attempt to exclude liability. Such exclusions do not effect any of your statutory rights.

Other than the areas of liability accepted by Kennelly Archive and Affiliated Entities in this TOS, the Site and the Service is provided "as is" and without any other warranty or condition, and Kennelly Archive and/or Affiliated Entities exclude all other warranties and conditions whether express or implied. Specifically Kennelly Archive and/or Affiliated Entities do not warrant that the availability of or the functions contained in the Site or the Services, will be uninterrupted or error-free, that defects will be corrected, or that this Site or the Services or the server that makes them available are free of viruses or other harmful components.

Under no circumstances, including without limitation, negligence, shall Kennelly Archive and/or its Affiliated Entities be liable for any, indirect or consequential losses or damages, from use of the Site, which are incurred as a side effect of the main loss or damage, including but not limited to:-

• loss of income or revenue;

• loss of business;

• loss of profits or contracts;

• loss of anticipated savings;

• loss of data; or

• waste of management or office time.

While Kennelly Archive and Affiliated Entities take precautions against security breaches, no website or internet transmission is completely secure, and as such, Kennelly Archive and/or Affiliated Entities shall not be liable for damages, costs or losses, that may result from interruption of communications or unauthorized access or hacking. Neither Kennelly Archive nor its Affiliated Entities warrant the accuracy or completeness of any information appearing on the Site neither does such information constitute a warranty or representation by Kennelly Archive and/or its Affiliated Entities to you.


14.1. GOVERNING LAW. These Terms of Service shall be governed by and construed in accordance with the laws of Ireland. You irrevocably consent to and submit to the exclusive jurisdiction and venue of the courts of Ireland and waive any objection or defense based on lack of personal jurisdiction, improper venue, or forum non conveniens.

14.2. ARBITRATION. Except for the right of either party to seek an injunction or other equitable relief in any court of competent jurisdiction to maintain the status quo or prevent irreparable harm, the parties hereto agree to enter into good faith negotiations to resolve any dispute, claim or controversy at law or equity that arises out of or is related to use of the Site and/or any of the Services, or the contents of the TOS or the Privacy Policy (each, a "Claim"), for a period of thirty (30) days from the date the Claim arose. If such negotiation is unsuccessful, Kennelly Archive shall have the right, but not the obligation to refer any Claim to arbitration under the Arbitration Rules of the Chartered Institute of Arbitrators - Irish Branch and you shall be obliged to submit your Claim to such arbitration. Kennelly Archive shall notify you within a reasonable time from the expiry of the above mentioned 30 day period as to whether or not it shall require you to submit your Claim to arbitration.

All Claims you bring against Kennelly Archive must be resolved in accordance with this section. All Claims filed or brought contrary to this section shall be considered improperly filed. Should you file a Claim contrary to this section, Kennelly Archive may recover reasonable legal fees and costs, provided that Kennelly Archive has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim within thirty (30) days of such notice.

Any failure to act by Kennelly Archive with respect to a breach by you or others does not waive Kennelly Archive's right to act with respect to subsequent or similar breaches.

14.3. SEVERABILITY. If any provision of the TOS shall be held unlawful, void, invalid, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

14.4. COMPLIANCE WITH LAWS. You agree to comply with all applicable laws, rules and regulations in connection with your activities under the Rules.

14.5. MISCELLANEOUS. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Kennelly Archive as a result of these TOS or your use of the Site and/or any of the Services. These TOS are subject to existing laws and legal process, and nothing contained in these TOS is in derogation of any obligation on the part of Kennelly Archive to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site and/or any of the Services or information provided to or gathered by us with respect to such use.

14.6. ENTIRE AGREEMENT. These TOS, together with the Privacy Policy, the refunds policy and EULA set forth the entire understanding and agreement between you and Kennelly Archive with respect to the subject matter of these TOS.