Open Membership Terms & Conditions
1. Membership and Agreement Structure
1.1 Words and expressions used in the Terms and Conditions in capitalised form means that they have a defined meaning. These appear in either the Open Member Network Registration Form or in section 2 of the Terms and Conditions.
1.2 VIDA has two levels of Membership; Open Membership (Open Member Network has a corresponding meaning) and Private Membership. Both levels of membership are by invitation only.
1.3 These Terms and Conditions apply to Open Members.
2. Definitions and Interpretation
2.1. In these Terms and Conditions the expressions in the left hand column have the meanings set out in the right hand column.
|you and your||The Client identified on the Open Member Network Form|
|Agreement||The Open Member Network Form (as may be amended from time to time under sections 4.1 or 4.4) and these Terms and Conditions|
|Confidential Information||Information about other Members and details of VIDA’s business and methodologies|
|Details||Information you share with Vida, either verbally or in writing about yourself which is used for the purposes of matchmaking.|
|Introduction||The exchange of details between two Private Members or a Private Member and Open Member resulting in a meeting between them|
|Match||A Member who VIDA reasonably considers is potentially compatible with you based on your details and Parameters|
|Member||Includes Open Members (members of the Open Member Network) and Private Members (and Membership bears a corresponding meaning). Open Members do not pay a subscription for Membership and receive a more limited range of Services than Private Members|
|Parameters||The pre-qualifying criteria that form the basis of the criteria VIDA will use to select suitable Matches|
|Personal Data||Has the meaning given to that expression in the Data Protection Act 1998|
|Relationship||On-going dating between you and another Member whereby one or both of you understand the dating to be exclusive and committed|
|Services||The services to be provided by VIDA to you under the Agreement|
|Summary||The name and a brief description of each Match sufficient for you to decide whether you wish an Introduction to be made|
2.1. Writing includes e-mail.
2.2. Where the word “including” is used it is to be construed in the context of giving an example or examples and is deemed qualified by the phrase “but not limited to”.
2.3. Party means you or VIDA and Third Party means anyone else.
3. Rules of Membership
3.1 VIDA’s reputation for confidentiality, honesty and trust is fundamental to the services that VIDA provides to all Members.
3.2 You represent and confirm that you:
3.2.1 Are single (or are separated from your spouse);
3.2.2 Have provided Details that are true, accurate and complete;
3.2.3 Are looking for a Relationship;
3.2.4 Do not have any criminal convictions that you have not disclosed to VIDA;
3.2.5 Are not a member or employee of (or associated in any way with) any other introduction agency.
3.3 You must not:
3.3.1 Do anything that deliberately or recklessly prejudices VIDA’s reputation or the reputation of any other Member;
3.3.2 Make disparaging statements (either verbally or in writing) about VIDA or any Member to any Third Party;
3.3.3 Disclose Confidential Information to any Third Party (and you will take the utmost care to keep Confidential Information secure and protected and to ensure that you do not inadvertently disclose Confidential Information);
3.3.4 Cause a nuisance, inconvenience or anxiety to any other Member or employee of VIDA, or contact them following a request not to do so;
3.3.5 Act in an abusive, threatening, harassing, obscene, libellous, offensive, sexist, racist or discriminatory manner towards any VIDA employee or other Member;
3.3.6 Do anything which in VIDA’s reasonable opinion restricts or inhibits anyone else’s use and enjoyment of VIDA’s services;
3.3.7 Impersonate another person;
3.3.8 Will never use VIDA’s services for any commercial purpose (including promoting or appearing to promote products or services to another Member);
3.3.9 Supply us with any photograph or other material the copyright in which is owned by a Third Party unless you have their written permission for such photograph or other material to be used for this purpose.
3.4 VIDA can terminate the Agreement at any time immediately without notice to you if:
3.4.1 Any of the confirmations in section 3.2 (or any other information you provided to VIDA) are materially inaccurate or misleading;
3.4.2 You breach any obligation in section 3.3;
In each case without prejudice to any other remedy VIDA may have.
4. The Services
4.1 Both parties have the right to make reasonable adjustments to the Parameters during the Term and these will be recorded in an updated Open Member Network Form.
4.2 VIDA will search for suitable Matches amongst Private Members and Open Members and may use your Details to present a Summary to potential Matches.
4.3 You will respond to communications from VIDA in a timely manner (no more than 7 days).
4.4 You will inform VIDA of any changes to your Details as soon as possible.
4.5 You can terminate your Membership at any time for any reason by giving written notice to VIDA.
5. Limits on VIDA’s Responsibility
5.1. VIDA relies on the honesty of Members in the collection of Member’s details but respects Members’ privacy and does not perform any intrusive background checks to verify that Member’s information is honestly given or accurate. Checks may be conducted using publically available information, such as the internet.
5.2. You acknowledge that VIDA cannot control the response other Members may have to your Details or the feedback that VIDA may receive from another Member following an Introduction.
5.3. VIDA cannot be responsible for your interaction with other Members or for the conduct or actions of any Member. VIDA does not carry out police or background checks of its members and makes no warranty or representation about the marital status or mental state of any member.
5.4. You must always take sensible precautions before agreeing to meet with another Member (including arranging any meeting in a public place, telling a friend where you are going and not giving out your personal information until you are comfortable doing so).
5.5. VIDA has no responsibility to arbitrate in disputes between Members.
5.6. You indemnify (and undertake to keep indemnified throughout the period of your Membership and for a period of 6 years following its expiry) VIDA our employees and directors against all losses, damages, costs, claims, expenses, actions or demands including legal fees arising out of any breach of the Agreement by you.
6. Confidentiality and Data Protection
6.1. We take your privacy seriously and will process and protect your Personal Data in accordance with the Act. You consent to VIDA processing your personal information (including any sensitive personal information) for the purposes of providing the Services, communicating with you and for marketing, statutory and accounting purposes.
6.2. We will take care of your Personal Data and use appropriate security measures to protect it.
6.3. VIDA imposes written obligations of confidence on all Members but whilst VIDA will exercise its rights to terminate the Membership of any Member who breaches the obligations of confidentiality VIDA is not bound to take legal action to enforce these obligations (although it may choose to do so).
6.4. Pursuant to the Contracts (Rights of Third Parties) Act 1999 this Agreement hereby expressly confers on any Member the right to take legal action against you if you breach your obligations under section 3.3.3. By a corollary you are granted the equivalent right by virtue of your Membership under the identical term included in the Agreements between VIDA and all its Members.
7.1. VIDA reserves all copyright and any other intellectual property rights which may subsist in any materials or content provided to you as part of the Services. You must not copy or distribute any such materials or content except for your own personal non-commercial use. VIDA reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such rights.
7.2. No waiver by VIDA of any breach of the Agreement by you shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
7.3. No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
7.4. The Agreement shall be construed in accordance with the laws of, and is subject to the exclusive jurisdiction of the courts of, England and Wales.