Date of Last Revision: 29 August 2012 17:30 BST
2. MODIFICATIONS OF TERMS
Flattr reserves the right to modify or replace at its sole discretion the Terms at any time. Flattr will notify all Flattr users of any changes to the Terms via the Flattr system and email. You will be responsible for reviewing and becoming familiar with any such modifications. Use of the Service or the Flattr Site by you following such notification constitutes your acceptance of the Terms as modified. We encourage you to periodically check the Flattr Site for any changes to the Terms.
Subject to your full compliance with the Terms and at Flattr’s sole discretion Flattr may provide you with the Service. The Service will include but not be limited to the use of the Flattr Site, the Button, the Network, the Content, the Button-enabled sites contained within the Content, any other service and content Flattr offers you, as well as the offering of any materials displayed, transmitted or performed on the Flattr Site or through the Service. Flattr may change, suspend or discontinue the Service, including the availability of any feature or content, for any reason and at any time. Flattr may also impose limits on certain features of the Service or restrict your access to parts or the whole of the Service without notice or liability.
4. YOUR CONDUCT
As a condition of use of the Flattr Site and the Service, you agree that you are responsible for any activity that occurs under your account and that you are responsible for keeping your password secure.
Additionally, you agree not to use the Service for any purpose that is unlawful or prohibited by these Terms or any other purpose not reasonably intended by Flattr. By way of example only, and not as a limitation, you agree not to use the Service:
(i) to abuse, harass, threaten, impersonate or intimidate other Flattr users or anyone else;
(ii) to post or transmit, or cause to be posted or transmitted, any Content that is infringing, libelous, defamatory, obscene, abusive, offensive, profane or otherwise violates any law or right of any third party;
(iii) for any illegal or unauthorised purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content;
(iv) to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account or private information from any Flattr user;
(v) to create or submit unwanted email, also known as “spam”, to any other Flattr user or any URL;
(vi) to submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops) or off-topic content;
(vii) with the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Flattr Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Flattr Site or any activities conducted on the Flattr Site; or (iii) bypass any measures we may use to prevent or restrict access to the Flattr Site;
(viii) with the intention of artificially inflating or altering the number of Button clicks, comments or any other Flattr service, including by way of creating separate user accounts for the purpose of artificially altering any Flattr’s services (including but not limited to the Service); or participating in any other organised effort that in any way artificially alters the results of any Flattr’s services (including but not limited to the Service);
(ix) to use any information obtained from the Service in order to contact, advertise to, solicit or sell to any user without their prior explicit consent;
(x) sell or otherwise transfer your profile.
In addition, you agree that you will not use the Service (including, without limitation, by “flattring” any Content) on behalf of or at the request or instruction of any third party. Furthermore, you will not request any third party, pay or otherwise attempt to influence any third party to manipulate or otherwise affect the Flattr Site in any manner. Flattr may remove any part of the Content or Flattr User Accounts (defined below) at any time for any reason (including but not limited to upon receipt of claims or allegations from third parties or authorities relating to such Content and Flattr User Accounts) or for no reason at all. To report Service abuse, please complete the form at: http://www.flattr.com/support.
You are solely responsible for your interactions with other users of the Flattr Site. Flattr reserves the right but has no obligation to monitor disputes between you and other Flattr users. If you breach any part of this clause 4, Flattr has the right to immediately terminate your access to the Service.
The Service involves the placement of the Buttons on third party sites. You understand and agree that Flattr may not have reviewed and cannot review all of the material, including but not limited to computer software and any content, made available through the websites and web pages on which the Buttons reside. Furthermore, Flattr does not represent or endorse any such website or webpage.
Subject to clause 12 Flattr disclaims any responsibility or liability of any kind for any harm or damage resulting from your use of Flattr-enabled sites, including any damage arising from viruses, worms, Trojan horses and other harmful or destructive content, and with respect to your dealings and transactions with any Flattr users, Site Owners (defined below) or any third party.
5. YOUR FLATTR ACCOUNT AND REGISTRATION OBLIGATIONS
If you register with Flattr and submit any content, add a service connection or install a Button on your own website, you are a “Site Owner”. If you are a visitor to a Site Owner’s website (“Site”) and have already registered with Flattr, you are a “Flattr User”.
Flattr Users: Registering as a Flattr User involves creating an account on the Service (“Flattr User Account”), providing contact information (including email address), selecting a password and the name associated with your Flattr User Account and displayed on the Service to represent you (“User Name”) and, if you wish, providing other information about you. Site Owners: In order to be a Site Owner, you must be a Flattr User. Each Site Owner must also designate a payment account or instrument approved and accepted by Flattr (“Designated Account”) into which Flattr will place his Flattring Proceeds (defined below) in accordance with clause 6. Site Owners creates one or more Buttons to be placed on their Site(s), add at least one service connection or submit one or more pieces of content to Flattr. Site Owners and Flattr Users: You may choose to use as your User Name your real name or a made up name and any other information about you provided: (i) the name or the information is not that of another person and is not given with the intent to impersonate that other person; (ii) the name or the information is not subject to any rights of a person or an entity other than your rights or the rights of a person or an entity on whose behalf you are legally authorised to act; or (iii) the name is not offensive, vulgar or obscene, or otherwise a violation of these Terms. Flattr will be the sole arbiter of these restrictions, however, Flattr does not monitor User Names directly. Objectionable names or information may be reported to Flattr via http://www.flattr.com/support on the Flattr Site. Flattr reserves the right to refuse the registration of or cancel a Flattr User Account at its sole discretion at any time and for no reason at all. However, Flattr cannot and does not guarantee that any User Name will not be offensive or objectionable to you and Flattr is not responsible for any harm or damage to you based on any Flattr User’s or Site Owner’s selection of a User Name.
If requested by Flattr, you agree to provide Flattr with additional information on you or your services within a reasonable time and failure to do so may result in your Flattr User Account being terminated or suspended.
Upon your proper registration with the Service, Flattr gives you the limited non-exclusive right to access and use the Service only in accordance with these Terms. The Service is available only to individuals who are at least 18 years old, whether acting on their own behalf or as authorised employees or representatives of an entity. If you do not so qualify, do not attempt to register for or use the Service.
6. FLATTR USERS’ USE OF SERVICE
Flattring: To flattr a Site a Flattr User must click on a Button displayed on the Site, in on flattr.com or via a service offering flattr integration. (“flattring”, “flattred” or “flattr”). You can only flattr the same Button once per calendar month. Any additional clicks on a Button in the same calendar month will not be valid. To be eligible to flattr in a given calendar month, a Flattr User must:
(i) have a valid Flattr User Account;
(ii) place funds into his Flattr User Account following the relevant instructions on the Flattr Site (“Flattring Amount”);
(iii) allocate from the Flattring Amount the monthly contribution for flattring of Sites (“Monthly Contribution”);
(iv) at least once in that calendar month log onto the Flattr Site and click at least one Button on the Network.
Trust Account: Each Flattr User agrees that all Flattring Amounts are held on trust by Flattr for the benefit of Site Owners, charities and other non-profit organisations and authorises Flattr to allocate and disburse the Flattring Amounts according to these Terms. All Flattring Amounts will be disbursed to the Site Owners, in which case Flattr will take a Flattr Fee (defined below). Each Flattr User agrees that Flattr may act as a paid commercial agent of the Site Owners. Monthly Contribution: A Flattr User can change the Monthly Contribution at any time before the end of the calendar month provided that the Monthly Contribution is not less than €2. Individual Contribution: A Flattr User’s individual contribution to each Site Owner is determined by taking his Monthly Contribution and dividing it by the number of individual Buttons he has flattred during the calendar month (“Individual Contribution”).
Transaction Fees: Any fees, foreign exchange or penalties charged by any payment providers or processors in relation to the Flattring Amount are the Flattr User’s sole responsibility.
NO REFUNDS AND NO REDEMPTION: THERE ARE NO REFUNDS AND NO REDEMPTION OF THE FLATTRING AMOUNTS PLACED ON TRUST WITH FLATTR EXCEPT AS DETERMINED BY FLATTR AT ITS SOLE DISCRETION. ANY FLATTRING AMOUNTS PLACED IN A FLATTR USER ACCOUNT CANNOT BE WITHDRAWN.
Distributions: If during a given month a Flattr User has not flattred any Sites, their Monthly Contribution will remain on the users trust account. If the Flattr User has not flattred any Sites for six (6) months, Flattr has a right to take any Flattring Amount remaining on his Flattr User Account less the Trustee Fee and any other applicable fees and distribute it to one or more charities or other non-profit organisations of Flattr’s choice or otherwise dispose of it as permitted under applicable law. All Trustee Fees will be retained by Flattr and any other applicable fees will be paid as appropriate.
Termination of Flattr User Account: If a Flattr user terminates his account any Flattring Amount remaining on his Flattr User Account less the Trustee Fee and any other applicable fees and distribute it to one or more charities or other non-profit organisations of Flattr’s choice or otherwise dispose of it as permitted under applicable law.
Ability to Flattr: A Flattr User’s ability to Flattr will be suspended if the Flattring Amount in his Flattr User Account reaches €0. See our http://flattr.com/support/faq for details. If a Flattr User Ability to Flattr is suspended as described above the Flattr User can reactivate his Flattr User Account by adding more funds.Once the Flattr User Account is reactivated, the Flattr User can change the Monthly Contribution at any time before the end of the calendar month provided that the Monthly Contribution is not less than €2.
If the Flattr User has not reactivated his account after six (6) months, Flattr may distribute any Flattring Amount remaining on his Flattr User Account to one or more charities (or other non-profit organisations) of Flattr’s choice or otherwise dispose of it as permitted under applicable law.
7. SITE OWNERS’ USE OF BUTTON
Placement / Modification of Button: Each Button has a unique tracking code. A Site Owner may (i) duplicate and install it with the same tracking code either throughout his Site, which may include but is not limited to a website, blog or service, or across his Sites, or (ii) use separate Buttons with unique tracking codes for different pages or sections of his Site(s).
Commercial Agent: Each Site Owner authorises Flattr to be his commercial agent (as defined in regulation 2(1) of the Commercial Agents (Council Directive) Regulations 1993 SI 1993/3053) with the power to negotiate and collect Flattring Amounts on his behalf in accordance with these Terms and agrees to Flattr acting as a commercial agent of all other Site Owners in accordance with these Terms. Each Site Owner in his capacity as the principle of Flattr agrees that Flattr can act as a trustee pursuant to these Terms. No Misguiding: The name of a Site a Site Owner chooses to assign to a Button must be consistent with the actual webpage where the Button is displayed and must not be an attempt to mislead users or visitors into thinking the Site is a different site or that the Button is associated with a different site.
Licence and Restrictions: If a Site Owner submits a URL, connects a service or installs a Button on his Site, he warrants that he or the entity he is legally authorised to represent owns or has been granted the appropriate licence to all intellectual property rights relating to the URL submitted or used for the button and/or content on the connected service.
Button: All rights, titles and interests in and to any Button, including but not limited to all intellectual property rights, are the exclusive property of Flattr. Each Site Owner acknowledges and agrees that the Buttons are provided by a non-exclusive licence, and not sold or transferred, as part of the Service and that he will not use them for any use other than his permitted use of the Service. There is no cost to license Buttons but their use is subject to these Terms and a Site Owner may only use and display a Button if he has a valid Flattr User Account.
Flattring Proceeds: Each Site Owner who has been flattred at least once per calendar month will be eligible to receive funds in his Flattr User Account (“Flattring Proceeds”) for that calendar month based upon the following formula: Flattering Proceeds equal the sum of the Individual Contributions of each Flattr User who flattrs the Site Owner’s Site(s) during that calendar month (“Sum”) less 10% of the Sum (“Flattr Fees”). Flattr receives and retains Flattr Fees from Site Owners in consideration for providing the Service to them and for its services as their commercial agent.
AUTOMATIC TRANSFER OF FLATTRING PROCEEDS: IF A SITE OWNER’S FLATTRING AMOUNT (WHICH HE ALLOCATED IN HIS CAPACITY AS A FLATTR USER) FALLS BELOW HIS CHOSEN MONTHLY CONTRIBUTION, FLATTR WILL TRANSFER FROM HIS FLATTERING PROCEEDS THE AMOUNT NECESSARY TO INCREASE HIS FLATTRING AMOUNT TO HIS CHOSEN MONTHLY CONTRIBUTION. AS DESCRIBED IN CLAUSE 6 ABOVE, ANY FLATTRING AMOUNT, INCLUDING ANY TRANSFERRED FLATTRING AMOUNT, CANNOT BE REFUNDED OR REDEEMED. A FLATTR USER CAN CHANGE THE MONTHLY CONTRIBUTION AT ANY TIME BEFORE THE END OF THE CALENDAR MONTH PROVIDED THAT THE MONTHLY CONTRIBUTION IS NOT LESS THAN €2.
Breaching the Agreement: Flattr reserves the right to withhold the Flattring Proceeds (defined below) or other amounts due to a Site Owner if there is any suspected breach of these Terms by the Site Owner, pending reasonable investigation by Flattr.
Allocation of Flattring Proceeds: Flattring Proceeds for a calendar month will be allocated to Site Owners within ten (10) business days of the end of that calendar month by crediting them to the Site Owner’s Flattr User Account (“Allocation”). Flattr will not pay for any payment processing fees, including but not limited to the fees associated with collecting money from Flattr Users, disbursing the Flattring Proceeds and any currency conversion, and, if necessary, any such fees will be deducted from the relevant Flattring Proceeds prior to the Allocation. Flattr reserves the right to vary the Flattr Fees at any time.
Disbursement of Flattring Proceeds: Each month Site Owners will have three options for disbursing the Flattring Proceeds. They may either: (i) instruct Flattr to transfer the Flattring Proceeds to the Site Owner’s Designated Account; (ii) instruct Flattr to allocate the Flattring Proceeds as their Flattring Amount subject to the restrictions and obligations of Flattr Users as set out in these Terms; or (iii) do a combination of (i) and (ii) above. Any such instructions should be noted in the Flattr dashboard. If Flattr does not receive any disbursement instructions from a Site Owner before the end of a calendar month, Flattr will transfer the Site Owner’s Flattring Proceeds for that calendar month to the Site Owner’s Designated Account subject to these Terms and to any Automatic Transfer of Flattring Proceeds as described in this clause above.
ANY FLATTRING PROCEEDS A SITE OWNER INSTRUCTS FLATTR TO ALLOCATE AS A FLATTRING AMOUNT ARE NON-REFUNDABLE AND NON-REDEEMABLE.
Any movement of funds and any disbursements by Flattr may be subject to compliance, regulatory or anti-money laundering requirements and as such may be subject to delays. Flattr will try to ensure that the Site Owner’s Designated Account is credited with the Flattring Proceeds in accordance with these Terms within ten (10) business days of the date of the relevant Allocation.
In the event that a Site Owner’s Flattr User Account is terminated and subject to these Terms, Flattr will disburse to the Site Owner’s Designated Account all Flattring Proceeds accumulated in the Site Owner’s Flattr User Account that have not been allocated as Flattring Amounts less any amounts due to Flattr as Flattr Fees or otherwise.
Tax Obligations: Flattr is not responsible for the reporting, collection, calculation or payment of any taxes applicable to Flattr Users or Site Owners whatsoever. Each Flattr User and Site Owner is solely responsible for the collection and payment of any such taxes and for the provision and maintenance of all necessary information and records associated with their Flattr User Accounts.
Maintenance of the Designated Account: It is the sole responsibility of the Site Owner to maintain updated and correct contact information and provide a valid and active Designated Account for receiving disbursements. Failure to do so will relieve Flattr of any obligation to disburse the Site Owner’s Flattring Proceeds. If such information is not updated for a period of six (6) months or more, the Site Owner is deemed to have acknowledged and agreed that Flattr may without further notice disburse to one or more charities or other non-profit organisations of Flattr’s choice or otherwise dispose of it as permitted under applicable law any Flattring Proceeds accumulated in the Site Owner’s Flattr User Account that have not been allocated as Flattring Amounts less any amounts due to Flattr as Flattr Fees or otherwise and less any fees that may arise on disbursement.
You understand and agree that any historical activity and information of any Site Owner’s Site will not be removed from the Flattr Site.
Each Flattr User and Site Owner indemnifies and holds harmless Flattr, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost, including but not limited to all legal fees and costs, and from any claim or demand made by a third party due to or arising out of:
(i) any Flattr User’s or Site Owner’s activities, practices, websites and services of any sort whether performed directly or indirectly;
(ii) any third party’s access to any Site or use of any Buttons;
(iii) any violation of the Terms or applicable law by the Flatter User or Site Owner;
(iv) the infringement by the Flatter User or Site Owner of any intellectual property rights or other rights of any person or entity; or
(v) any third party using a Flattr User Account or Flattr User Name.
10. WARRANTY DISCLAIMERS
Flattr is providing the Flattr Site and the Service “AS IS” and “AS AVAILABLE” without any express or implied warranties. Each Flattr User and Site Owner acknowledges that Flattr has no control over and no duty to take any action regarding: (i) who gains access to the Flattr Site or the Network or who uses the Service; (ii) what effects the Content may have on any person or entity; (iii) how any person or entity may interpret or use the Content; or (iv) what actions any person or entity may take as a result of having been exposed to the Content. Each Flattr User and Site Owner releases Flattr from all liability for any person or entity having acquired or not acquired Content through the Flattr Site or the Service. The Flattr Site or Service may contain, or direct any person or entity to sites containing, information that some people may find offensive or inappropriate. Flattr makes no representations concerning any content contained in or accessed through the Flattr Site or the Service and Flattr will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Flattr Site or the Service.
The Service, the Buttons, the Network, the Content and the Flattr Site are provided on an “AS IS” basis without warranties of any kind either express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose or non-infringement. No advice or information, whether oral or written, obtained by a Flattr User or Site Owner from Flattr, any of its agents, employees or contractors or through or from the service will create any warranty not expressly stated in these Terms.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Each Flattr User and Site Owner acknowledges and agrees that Flattr is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Each Flattr User and Site Owner further acknowledges and agrees that Flattr is not responsible or liable, directly or indirectly, for any damage or loss caused or allegedly caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
12. LIMITATION OF LIABILITY
IN NO EVENT WILL FLATTR OR ITS SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) WITH RESPECT TO THE SITE, THE SERVICE OR ANY CONTENT FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING) OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) €100. THIS DOES NOT AFFECT FLATTR’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM FLATTR’S NEGLIGENCE OR FLATTR’S LIABILITY FOR FRAUDULENT MISREPRESENTATION OR MISREPRESENTATION AS TO A FUNDAMENTAL MATTER OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Flattr may terminate or suspend the whole or any part of the Service and any Flattr User Account immediately and without prior notice or liability if the relevant Flattr User or Site Owner breaches any of the Terms. Upon termination of the Flattr User Account the relevant Flattr User’s or Site Owner’s right to use the Service will immediately cease. If a Flattr User or Site Owner wishes to terminate his Flattr User Account, he may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination will survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability.
No agency, partnership, joint venture or employment is created as a result of the Terms and parties do not have any authority of any kind to bind each other in any respect whatsoever. The failure of either party to exercise in any respect any right provided for under the Terms will not be deemed a waiver of any further rights under the Terms. Flattr is not liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Flattr's reasonable control, including without limitation mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that all the remaining provisions of the Terms remain in full force and effect and enforceable.
A Flattr User Account and these Terms are personal to the relevant Flattr User or Site Owner. The Terms are not assignable, transferable or sublicensable by a Flattr User or Site Owner except with Flattr’s prior written consent. Flattr may transfer, assign or delegate the Terms and its rights and obligations without a Flattr User’s or Site Owner’s consent. The singular includes the plural and vice versa and any gender includes any other gender, whenever required by context.
15. COMPLAINTS PROCEDURE
If a Flattr User or a Site Owner disputes any Flattring Amount, Monthly Contribution, Individual Contribution, Distribution, Allocation or Disbursement, he must notify Flattr in writing within twenty (20) business days of the disputed event occurring otherwise he will be deemed to have waived any claim relating to the disputed event. Any dispute will be determined solely based on records maintained and calculations made by Flattr. No other measurements or statistics of any kind will be used in resolving any dispute under these Terms.
If a Flattr User or Site Owner is not satisfied with the Service or a matter related to these Terms and he wishes to complain, he agrees to in the first instance contact Flattr at http://flattr.com/support/contact. Flattr will investigate the complaint and may ask the complainant, who agrees to fully cooperate with Flattr during the course of the investigation, for further information to help the investigation. Flattr will try to resolve any complaint within one (1) month of the complaint but this may take longer depending on the complexity of the complaint and the investigation required.
Before resorting to any legal proceedings the parties agree to use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to these Terms or their breach.
16. GOVERNING LAW AND DISPUTE RESOLUTION
The Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual dispute or claims) will be governed by and construed in accordance with English law.
Subject to clause 15 the parties to the Terms agree that the English courts will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Terms or their subject matter or formation (including non-contractual disputes or claims).
In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover the costs of the proceedings including but not limited to any reasonable legal fees and costs.
Both parties to the Terms agree that the Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms, and that all modifications to the Terms must be in writing signed by both parties, except as otherwise provided in the Terms.
17. GOVERNING LANGUAGE
The Terms are drawn up in the English language and may be translated into any language other than English provided that the English text will in any event prevail.
FLATTR, FLATTR IT, FLATTRED, FLATTR THIS, TO FLATTR, FLATTRING and other Flattr graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Flattr in the United Kingdom and/or other countries. Flattr’s trademarks and trade dress may not be used, including as part of trademarks or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or in an attempt to impersonate Flattr.
Date of Last Revision: 29 August 2012 17:30 BST