AJ Cosmo Limited Terms and Conditions
AJ Cosmo Limited Terms of Agreement
These Terms of Agreement are made between AJ Cosmo Ltd. (“Cosmo,” “we,” “our” or “us”) a company registered in England and Wales under company number 16190839, whose registered oIice is at Unit 1C, Low Cleabarrow Business Centre, Windermere, Cumbria, LA23 3FA and you as a Single Limited Company/ OIice/ Agency/ Sole Operator of which is determined by the registration details provided to AJ Cosmo Ltd upon your signup to Cosmo.
By accessing or using Cosmo, or by using the content provided, you signify that you have read, understood, and agree to be bound by these Terms and Conditions (this “Agreement”) and to the collection and use of your information as set forth in our Privacy Policy. AJ Cosmo Ltd reserves the right to modify these terms and will provide notice of these changes as described below.
Please read these Terms of Agreement ("Terms", "Terms of Use") carefully before confirming your subscription to AJ Cosmo Ltd and using the (the "Service", “the Material”) operated and provided by AJ Cosmo Ltd. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms.
1. Cosmo
Cosmo provides direct mail, marketing and training content for our Users’ (Subscribers).
2. Cosmo Service2.1 Eligibility
These Terms of Agreement are enforced between You as a single limited company/ oIice/ agency/ sole operator and AJ Cosmo Ltd. You must read and agree to these terms before using Cosmo. If you do not agree, you may not use any of the services or content provided by Cosmo. You may use Cosmo only if you can form a binding contract by agreeing to these terms with AJ Cosmo Ltd, and only in compliance with this Agreement and all applicable laws, rules and regulations. Cosmo is not available to any Users previously removed from Cosmo by AJ Cosmo Ltd and we reserve the right to refuse any application for a subscription to Cosmo for any reason or no reason.
2.2 Limited License
Subject to the terms and conditions of this Agreement, you are hereby granted an exclusive, limited, non-transferable, freely revocable license to use Cosmo as permitted by the features of Cosmo. AJ Cosmo Ltd reserves all rights not expressly granted herein in Cosmo and the AJ Cosmo Ltd Content (as defined below). AJ Cosmo Ltd may terminate this license at any time for any reason or no reason.
2.3 Cosmo Accounts
Your account on Cosmo (your “Cosmo Account”) gives you as a Single Limited Company/ OIice/ Agency/ Sole Operator access to the services and functionality provided by AJ Cosmo Ltd.
There are diIerent licence limitations with Cosmo Direct Mail and Cosmo Content:
If/ when your Cosmo membership ends, the licence to use any Cosmo provided direct mail (letters, postcards, mailers etc) also ends.
You may retain content already published (blogposts, graphics, images) on any platform (website, socials, email) but not re-publish, re-share or re-distribute outside of an active Cosmo membership.
Outside of an active membership with AJ Cosmo Ltd the Direct Mail (Letters Postcards, Mailers) and Content (Blogposts, graphics, images, etc) are available to purchase as oneoI products outside of an active membership, at a cost of £1,000 + vat.
Should it be discovered by AJ Cosmo Ltd that you have re-published or re-distributed content not already published prior to the termination of your membership you agree to be charged the one-oI purchase price of £1,000.00 + VAT per violation.
The charge must be paid to AJ Cosmo Ltd within 10 days of an invoice being submitted to you. Interest will be charged at 4% over HSBC Bank base rate then in force on any account which remains unpaid for more than 10 days after the date due for payment.
You may never use another User’s Cosmo Account without permission or make use of the services and content provided by Cosmo Ltd within any other Company and/ or Agency/OIice other than for the company registered during signup. When creating your Cosmo Account, you must provide accurate and complete information for the Company/ Agency/ OIice you represent, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Cosmo Account. You must notify Cosmo Ltd immediately of any breach of security or unauthorised use of your Cosmo Account. AJ Cosmo Ltd will not be liable for any losses caused by any unauthorised use of your Cosmo Account.
By providing AJ Cosmo Ltd your contact details (“address”, “email”, phone number”) you consent to us using the details provided to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. With your consent, we may also use your email address to send you other messages, such as changes to features of Cosmo and special oIers. If you do not want to receive such email messages, you may opt out by clicking on the unsubscribe link on the bottom of our emails. Opting out may prevent you from receiving email messages regarding updates, improvements, or oIers.
2.4 Cosmo Rules
When using Cosmo, you agree not to: (a) use Cosmo material to engage in advertising or marketing activities that violate this Agreement, the Privacy Policy or any applicable laws, regulations or generally-accepted advertising or marketing industry guidelines; (b) use Cosmo material in any manner that infringes, violates or misappropriates any third party’s intellectual property or proprietary rights; (c) use Cosmo in any manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; (d) use Cosmo material in any manner is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy; (e) use Cosmo material in any manner that is harmful to minors in any way; (f) use Cosmo material in any manner that is hateful or discriminatory based on race, colour, gender, gender identity, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by AJ Cosmo Ltd; (g) use Cosmo material in any manner that in our sole discretion could damage, disable, overburden, or impair it; (h) use Cosmo material in any manner that constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests; (i) attempt to gain unauthorised access to Cosmo, or any part of it, other Cosmo Accounts, computer systems or networks connected to Cosmo, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of Cosmo or any activities conducted on Cosmo; (j) modify Cosmo in any manner or form, or use modified versions of Cosmo, including but not limited to for the purpose of obtaining unauthorised access to Cosmo; (k) share Cosmo Ltd-issued passwords with any third party or encourage any other User to do so; (l) modify, adapt, translate or create derivative works based upon Cosmo; (m) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Cosmo, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (n) rent, lease, loan, resell, sublicense, distribute or otherwise transfer Cosmo to any third party; provide time sharing or similar services for any third party; or use Cosmo for any purpose other than your own internal business use; (o) remove, circumvent, disable, damage or otherwise interfere with security-related features of Cosmo, features that prevent or restrict use or copying of any content accessible through Cosmo, or features that enforce limitations on use of Cosmo; (p) access Cosmo if you are a direct competitor of Cosmo Ltd, except with AJ Cosmo Ltd’s prior written consent, or for any other competitive purposes; or (q) except as permitted by the features of Cosmo, collect or harvest any personally identifiable information, including account names, from Cosmo.
2.5 Changes to Cosmo
We may, without prior notice, change Cosmo; stop providing features of Cosmo, to you or to Users generally; or create usage limits for Cosmo. We may permanently or temporarily terminate or suspend your access to Cosmo without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
3. User Content
Some material provided by Cosmo allows Users to amend content such as text and images, and other content or information (any such materials a User submits, provides, or otherwise makes available on Cosmo is referred to as “User Content”). Cosmo Ltd takes no responsibility and assumes no liability for any User Content.
For the purposes of this Agreement, AJ Cosmo Ltd has “Intellectual Property Rights” for all material provided to you as part of your Cosmo subscription. AJ Cosmo Ltd has all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
4. Customer Data
4.1 Customer Data
Some areas of Cosmo may allow Cosmo to collect user information (collectively, “Customer Data”).
4.2 Use of Customer Data
By submitting Customer Data to AJ Cosmo Ltd, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the Customer Data required for AJ Cosmo Ltd and its subcontractors and service providers to provide Cosmo. AJ Cosmo Ltd shall have no right to sublicense or resell Customer Data, except however, that you agree that AJ Cosmo Ltd may collect, analyse, and use data derived from Customer Data, which may include personally identifiable data and/or information collected from or about an individual but which does not identify the individual personally for purposes of operating, analysing, improving, or marketing Cosmo and any related services. If AJ Cosmo Ltd shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from Customer Data, such data will be aggregated or anonymised to reasonably avoid identification of a specific individual. You further agree that AJ Cosmo Ltd will have the right, both during and after the term of this Agreement, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymised, aggregated data.
4.3 Security Incidents
If Customer Data is disclosed to or accessed by an unauthorised party, AJ Cosmo Ltd will promptly notify you and use reasonable eIorts to cooperate with your investigation of the incident. In the event we have a reasonable, good faith belief that an unauthorised party has accessed Customer Data, we will promptly notify you and will use reasonable eIorts to cooperate with your investigation of the incident. If such incident triggers any thirdparty notice requirements, you (not AJ Cosmo Ltd) shall be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. You (not AJ Cosmo Ltd) bears sole responsibility for adequate security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control. We are not responsible, and you are fully responsible, for what your authorised Users do with Customer Data.
4.4 Rights to Customer Data
You own all right, title and interest (including all Intellectual Property Rights) in and to Customer Data.
5. Our Proprietary Rights
Except for your User Content, Cosmo and all materials therein or transferred thereby, including, without limitation, text, images, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “AJ Cosmo Ltd Content”), and all Intellectual Property Rights related thereto, are the exclusive property of AJ Cosmo Ltd and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to distribute, sell, license, rent, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Cosmo Ltd Content outside of your licence agreement with AJ Cosmo Ltd. Use of the Cosmo Ltd Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose too, or we may invite you to submit comments or ideas about Cosmo, including without limitation about how to improve Cosmo or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place AJ Cosmo Ltd under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Cosmo Ltd does not waive any rights to use similar or related ideas previously known to Cosmo Ltd, or developed by its employees, or obtained from sources other than you.
6. Subscription; Fees and Payment
6.1 Fees
A valid payment method is required to process the payment for your Subscription to Cosmo and you will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set monthly. You agree to pay all Fees specified in an ordering document or online order for your access and use of Cosmo. AJ Cosmo Ltd may add new services for additional fees and charges and add or amend fees and charges for existing services, at any time in its sole discretion. If we add or amend our Fees, we will update our Pricing and Payment Terms. Any change to our Pricing and Payment Terms shall become eIective in the billing cycle following notice of such change to you as provided in this Agreement; provided however that if we have oIered a specific duration and Fees for your use of Cosmo, we agree that the Fees will remain in force for that duration.
6.2 Continuous Subscription Services; Automatic Billing and Policies
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions until you cancel your Cosmo subscription in accordance with the cancellation procedures identified in section 6.3 of this agreement.
When you purchase Cosmo, you expressly acknowledge and agree that: (1) AJ Cosmo Ltd is authorised to charge you at the beginning of each Subscription Term the Fees identified in an Ordering Document, any applicable taxes, and any other charges you may incur in connection with your use of Cosmo, for as long as your subscription continues; and (2) your subscription is continuous until you cancel it or Cosmo is suspended, discontinued or terminated in accordance with this Agreement. You acknowledge and agree that the amount billed may vary due to promotional oIers, changes in your subscription plan, changes in applicable taxes, and changes in Fees in accordance with Sections 6.1 and 6.3 and you authorise us to charge your payment method for the changed amounts.
6.3 Cancellation; Refunds
You may cancel your Cosmo Account or the Cosmo Service at any time. To cancel your Cosmo Account you must notify us at least one calendar month before the start of the next Subscription Term by contacting us at accounts@cosmoforagents.co.uk. There will be no refunds or credits for partial months of service or for periods in which your Subscription remains unused. For renewal purposes, if adequate notice is not received and your credit or debit card is subsequently charged, you will not receive a refund. In the event that Cosmo suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any Cosmo Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
6.4 Payment Information
We or our third-party payment processors will charge your Fees and any other charges you may incur to the payment method you provide when you register for a Cosmo Account or you identify in an Ordering Document. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with Cosmo must be accurate, complete, and current. You may change your payment method by contacting accounts@cosmoforagents.co.uk. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Cosmo at the prices in eIect when such charges are incurred. If we are unsuccessful in charging your payment method and have still not received payment within seven (7) days after informing you, we may (without liability to you) suspend or temporarily disable all or part of your access to Cosmo and we shall be under no obligation to provide any or all of Cosmo while the Fees concerned remain unpaid. This does not aIect any other rights and remedies available to us. You will pay any and all applicable VAT relating to any such payments of Fees, purchases, transactions or other monetary transactions.
7. Security
Cosmo Ltd uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information. However, we cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
8. Copyright Notice
Since we respect artist and content owner rights, it is Cosmo Ltd’s policy to respond to alleged infringement notices that comply with the UK Copyright Laws.
In accordance with UK Copyright and other applicable laws, AJ Cosmo Ltd has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat copyright infringers. AJ Cosmo Ltd may also at its sole discretion limit access to Cosmo and/or terminate Cosmo Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
9. Indemnity
You agree to defend, indemnify and hold harmless AJ Cosmo Ltd and its subsidiaries, agents, licensors, managers, and other aIiliated companies, and their employees, contractors, agents, oIicers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (a) your use of and access to Cosmo, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) User Content or any content that is submitted via your Cosmo Account including without limitation misleading, false, or inaccurate information; (f) your wilful misconduct; or (g) any other party’s access and use of Cosmo with your unique username, password or other appropriate security code.
10. No Warranty or Guarantee
Cosmo is provided on an “as is” and “as available” basis. Use of Cosmo is at your own risk. To the maximum extent permitted by applicable law, Cosmo is provided without warranties or guarantees of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or noninfringement. No advice or information, whether oral or written, obtained by you from AJ Cosmo Ltd or through Cosmo will create any warranty or guarantee not expressly stated herein. Without limiting the foregoing, AJ Cosmo Ltd, its subsidiaries, its aIiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that Cosmo will meet your requirements; that Cosmo will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that Cosmo is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of Cosmo is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of Cosmo.
Further, AJ Cosmo Ltd does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or oIered through Cosmo or any hyperlinked website or service, and AJ Cosmo Ltd will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
11. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall AJ Cosmo Ltd, its aIiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, Cosmo. Under no circumstances will AJ Cosmo Ltd be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of Cosmo or your account or the information contained therein.
To the maximum extent permitted by applicable law, AJ Cosmo Ltd assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorised access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from Cosmo; (v) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through Cosmo; and/or (vii) User Content or the defamatory, oIensive, or illegal conduct of any third party. In no event shall AJ Cosmo Ltd, its aIiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to AJ Cosmo Ltd.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if AJ Cosmo Ltd has been advised of the possibility of such damage.
12. General
12.1 Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AJ Cosmo Ltd without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
12.2 Notification Procedures and Changes to the Agreement
AJ Cosmo Ltd may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by AJ Cosmo Ltd in our sole discretion. AJ Cosmo Ltd reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. AJ Cosmo Ltd is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. AJ Cosmo Ltd may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of Cosmo after any such change constitutes your acceptance of the new Terms of Cosmo. If you do not agree to any of these terms or any future Terms of Cosmo, do not use or access (or continue to access) Cosmo.
12.3 No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and AJ Cosmo Ltd’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
12.4 Contact
Please contact us at hello@cosmoforagents.co.uk with any questions regarding this Agreement.
12.5 Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter with AJ Cosmo Ltd in connection with Cosmo, shall constitute the entire agreement between you and AJ Cosmo Ltd concerning Cosmo. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not aIect the validity of the remaining provisions of this Agreement, which shall remain in full force and eIect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.