Terms of Service

Last updated: 23 October 2019

These Terms form the basis of a contract between (1) you; and (2) Wagestream.

Wagestream is registered with the Financial Conduct Authority as an EMD Agent of PayrNet. PayrNet is a third-party Electronic Money Institution (EMI) authorised by the Financial Conduct Authority. Wagestream and PayrNet’s Financial Services Register reference numbers are 902046 and 900594 respectively.

You have an Employment Contract with your employer. We have agreed to provide services to your employer under the terms of a Contract. These services include providing and administering the Platform for and on behalf of your employer, and as your employer’s agent.

1             Acceptance of Terms

1.1        PLEASE READ THESE TERMS CAREFULLY. IF YOU ACCESS OR USE THE PLATFORM, YOU AGREE TO BE BOUND BY THEM.

1.2        When you make your first Request, your Employment Contract with your employer will be varied accordingly. This variation will allow your employer to (i) make Pay Day Payments upon your Request and; (ii) allow your employer to make Balancing Payments on Reconciliation Days.

1.3        You may only use the Platform if (a) you are at least 18; (b) you work in the UK; and (c) your employer is established in the UK.

1.4        Wagestream may modify these Terms from time to time. If we do, we will (a) notify you; and (b) put the new terms on the Platform, at least 30 days before the changes take effect. You will be bound by the new terms, if you use the Platform after the changes take effect. If you do not want to be bound by the new terms, you must advise your employer and inform us of your intentions to close your Account before the 30 day period expires.  

2              Appstore Terms

2.1        The Platform includes an App and the Website. The terms and conditions governing:

(a)         the download and use of the App are available from the relevant App store;

(b)         the use of the Website are available on the Website.  

2.2        If there is a conflict between (a) the terms and conditions referred to in 2.1; and (b) these Terms, the former will prevail, if the relevant provisions are about the download and use of an App, or the use of the Website. Otherwise, these Terms will prevail. 

3              Operating System Requirements

3.1        To protect your data, we agree to encrypt our communications with you; and you agree that you will only (a) download and use our Apps on an iOS device running  iOS 11.0 or higher, or an android device running Android 7.0 or higher; and (b) access and use the Website via a web browser with support for TLS v1.2, such as Google Chrome 30+, Mozilla Firefox 27+, Microsoft IE 11+, or Apple Safari 7+.

4              Privacy and Your Personal Data

4.1        Our Privacy Policy is available [here: https://wagestream.co.uk/privacy/#8]. This policy explains how we use and protect your personal data. It also forms part of these Terms. Please see also paragraphs 10.8 and 10.9, with regard to the announcement of Winners of the Prize Draw.

5              Registration Information and Accounts

5.1        You will only be able to use the Platform, if you register for and activate an Account; and you will only be able to do that if you give us your Registration Information. When your Account has been activated, you will be able to login in to see your Registration Information. You will also have access to a ledger of payment transactions. In order to register for and activate an Account you must provide us with all information that we may reasonably request in order to verify your identity.

5.2        You agree not to share, and not to allow anyone else to use, your Account, your login ID or your password.

5.3        If you believe or suspect that (a) your login ID or password have been lost or stolen; (b) a device that you use to access the Platform has been lost or stolen; or (c) someone else has accessed your Account, you agree to tell us IMMEDIATELY, using the Platform or by sending an email to support@wagestream.co.uk.

There is more information about your Account in section 9 (The Wagestream Account) and section 10 (The Safestream Account) below.

6              Contact Details

6.1        You can contact us by email (support@wagestream.co.uk); via the Platform; or post (Wagestream, Aviation House, 125 Kingsway, London WC2B 6NH). We may contact you by telephone, via the Platform, or email using the address provided by your employer.

7              Accuracy of and Changes to Your Information

7.1        If your Registration Information or your Bank Account Information changes, you agree to tell your employer immediately. If you do not do this, it might delay the processing of your Requests, Pay Day Payments, Net Salary payments and Balancing Payments. We are not responsible for any errors, Transaction Fees or other issues that might arise, or for any losses you might suffer, if your information changes and you do not tell your employer immediately.

8              Access to the Platform

8.1        Wagestream grants you a licence to access and use the Platform. This licence is for your personal, non-commercial use (only). It cannot be transferred to anyone else. The licence (a) begins when you register for and activate your Account; and (b) expires when the de-activation of your Account takes effect or the Contract comes to an end, whichever occurs first.

9              The Wagestream Account

9.1        If you register for and activate a Wagestream Account, you will be able to use the Platform to see how much you have earned but not yet been paid; and to make a Request. You will also be able to see your Net Salary, Pay Day Payment, and Balancing Payment history and other useful information.

9.2        If you make a Request and your employer chooses (in its absolute discretion) to accept it, your employer will ask us to arrange a Pay Day Payment; and, if we do, we will charge you a Transaction Fee. Our Transaction Fees may vary over time. Your employer has more information about this.

9.3        Your employer will not accept a Request if:

(a)         you make it in the period that begins (i) on Reconciliation Day; and (ii) ends on the last day of the relevant Salary Period (if later); or

(b)         the amount you are asking for, and the value of the Pay Day Payments that have already been made for the relevant Salary Period, are worth more than the Maximum Amount, the Maximum Proportion, or both. (You can check the value of the Pay Day Payments that have already been made; and find out about (i) the Maximum Amount; (ii) the Maximum Proportion; and (iii) how much you still can Request, by logging into your Account);

(c)         the amount your employer has set aside to cover the cost of accepting Requests and making Pay Day Payments in the relevant Salary Period has already been spent, by accepting earlier Requests and making the corresponding Pay Day Payments.

9.4        We cannot be responsible for any losses you might suffer, if your employer chooses not to accept a Request, or a Pay Day Payment is not made, for any reason whatsoever.

9.5        If a Pay Day Payment is made, you understand and accept that:

(a)         on your next Reconciliation Day, you will receive (i) your Net Salary; less (ii) the Pay Day Payments made during the relevant Salary Period; less (iii) our Transaction Fees (if any); and

(b)         if the aggregate value of the Pay Day Payments and Transaction Fees is equal to or greater than your Net Salary, you will not be paid anything on your next Reconciliation Day; and, on the Reconciliation Day after that, you will receive a payment that has been be reduced by the carried-over outstanding balance (if any).

9.6        Your Wagestream Account is not a bank account; an electronic money account; or a store of value of any kind, and it cannot be used as if it was.

9.7        You can de-activate your Wagestream Account at any time by following the instructions on the Platform. However, the de-activation will not take effect until:

(a)         your employer has paid the Pay Day Payments you have already Requested (if any);

(b)         your employer has paid your next Net Salary or Balancing Payment; and

(c)         you have settled our Transaction Fees (if any).

9.8        If you de-activate your Wagestream Account, your Safestream Account will be de-activated in accordance with section 10.8 below.

10      The Safestream Account

10.1     If you register for and activate a Wagestream Account you may, at our discretion, also be eligible for a Safestream Account.

10.2     If you register for and activate a Safestream Account, you will be able to use the Platform to set a Savings Goal for each Salary Period.  On your Reconciliation Day, your Savings Goal for the following Salary Period will be deducted from the amount you are entitled to receive on that Reconciliation Day, pursuant to section 9.5(a) above and automatically transferred into your Safestream Account. The remaining Balancing Payment will automatically transfer to your Bank Account.  If your Savings Goal is greater that the amount you are entitled to receive on that Reconciliation Day, pursuant to section 9.5(a) above then the entire amount will be transferred into your Safestream Account and your Balancing Payment will be 0.

10.3     You may withdraw funds from your Safestream Account (in whole or in part) into your Bank Account at any time, up to a maximum of four times per calendar month. You will not earn any interest on your Savings Goals or the funds in your Safestream Account.

10.4     If you meet the Prize Eligibility Criteria, you will be entered into the Prize Draw on the Reconciliation Day at the end of the Salary Period.

10.5     If you are a Winner, your will Win a Prize which will be transferred into your Safestream Account. Your employer may, in its absolute discretion, provide additional prizes to Winners.  These prizes may be published on the Platform from time to time.

10.6     We will not charge you any fees to use the Safestream Account.  In particular (but without limitation) we will not charge you to (a) register for and activate a Safestream Account; (b) set Savings Goals; (c) enter into or Win the Prize Draw; and / or (d) withdraw funds from your Safestream Account into your Bank Account.

10.7     You can de-activate your Safestream Account at any time by following the instructions on the Platform.  When you de-activate your Safestream Account, your balance will automatically be transferred to your Bank Account.  You may not re-active your Safestream Account within 60 days of de-activation. 

10.8     We must either publish or make available information that indicates that a valid award of a Prize has taken place. To comply with this obligation, we will send the surname and county of Winners to anyone who emails support@wagestream.co.uk within one month after the relevant Reconciliation Day at the end of the Salary Period.

10.9     If you object to any or all of your surname and county being published or made available, please contact us by email (support@wagestream.co.uk). In such circumstances, we must still provide the information and Winning entry to the Advertising Standards Authority on request.

11      Use of the Services

11.1     We may suspend or revoke your right to access and/or use the Platform and your Wagestream Account at any time and for any reason. We may limit the number of Requests you can make, and the value of the Pay Day Payments you may receive in any given period. We will only exercise these rights if:

(a)         you de-activate your account;

(b)         you breach these Terms in a material way;

(c)         the Contract or your Employment Contract comes to an end; or

(d)         we reasonably believe that it is necessary or desirable to do so for legal, regulatory or security reasons, or to protect the Platform or Wagestream. This might happen, for example, if we believe that your Account has been compromised, or that someone else is making (or attempting to make) Requests on your behalf.  

11.2     If you make a Request, it will usually be (a) accepted and executed; or (b) rejected, within two hours. If your Request is accepted and executed, but it takes more than 2 hours for that to happen, we will waive the relevant Transaction Fee.

11.3     We may suspend or terminate your right to access and/or use your Safestream Account at any time and for any reason.

12          Using the Platform

12.1     Every time you make a Request, you warrant that:

(a)         you are asking for a payment that is (i) worth less than the amount you have already earned and are entitled to receive under the terms of your Employment Contract; and (ii) for an amount that you have not already received, from your employer, as part of a Pay Day Payment, or in any other way;

(b)         if a Pay Day Payment is made and you are paid again for the same services or hours worked, you will repay the excess.

12.2     Every time you set a Savings Goal, you warrant that your Savings Goal for that Salary Period will be less than the amount you will be entitled to receive on your next Reconciliation Day, pursuant to section 9.5(a) above.

12.3     You represent and warrant that (a) you are a legal owner of; (b) you are authorised to provide your employer with; and (c) your employer is entitled to provide us with, the Bank Account Information.

12.4     We have a legal obligation to identify you, and to verify your identity. To help us meet these obligations, and for other reasons, we might ask you for some information, some documents, to confirm that you made a particular Request and/or set a particular Savings Goal. You agree that, if we make a reasonable request for some information or documents, or if we ask you to confirm that you made a Request, you will do everything you reasonably can to give us what we request. You also give us permission to make reasonable inquiries with your employer and third-parties, for the same reasons. These inquiries may include (a) asking for your taxpayer identification number; and/or (b) verifying the information you give us using third-party databases and other sources. If you do not give us what we request, we may suspend or terminate your use of the Platform.

12.5     Your access and use of the Platform may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of the Platform;  we cannot be held responsible or liable for any actual or potential losses you might suffer, as a result of these service interruptions.

12.6     Wagestream provides Platform user support via the Platform chat services and endeavours to respond to all queries and issues within 24 hours.

13          Rights You Grant to Us and Your Employer

13.1     When you activate your Account, you:

(a)         accept that you will no be able to make your first Request, until you have asked your employer to change your Employment Contract, and your employer has agreed to make that change (see 1.2 above);

(b)         instruct your employer to make every Net Salary payment due to you, through us and/or the EMI, from the moment your Account has been activated, until it the moment it has been deactivated (there is more information about activation and de-activation in section 9.8 (The Wagestream Account) and 10.8  (The Safestream Account) above;

(c)         give your employer permission to share your employment and other personal data with us, if and to the extent that it is necessary or desirable to do so to enable (1) us to provide the service to you; and/or (2) us and/or your employer to perform our respective obligations under these Terms or the Contract. This data includes (i) your name; (ii) your employee or staff identification number; (iii) your contact information; (iv) your current and updated gross and net pay entitlements; (v) your Bank Account Information; (vi) the start and end dates of employment; and (vi) any fact or matter that will or might bring your employment to an end, such as the giving of notice to terminate your Employment Contract;

(d)         give us your permission to share real-time information about you with your employer, provided the information is limited to (i) the fact that you have opened, or given notice to close, an Account, together with the date of the notices you or we have given, and the dates on which these notices took effect; and (ii) the date and amount of every Request you make, every Pay Day Payment we arrange, every Transaction Fee we charge, every Savings Goal you set, and every time you Win; and

(e)         give us your permission to use and store the information you and your employer give to us, for the purpose of providing the Platform and related services, including providing your employer with real-time information and analytics about your Requests, your Pay Day Payments, your Net Salary payments, your Balancing Payment payments, your Savings Goals and your Winnings.

14          No Unlawful or Prohibited Use

14.1     You represent, warrant and agree that you will not, and that you will not encourage or knowingly allow others to:

(a)         use the Platform for an unlawful purpose, or for a purpose that is inconsistent with or prohibited by these Terms;

(b)         license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform;

(c)         use the Platform in a way that could damage, disable, overburden, or impair the Platform, or the servers or networks connected to or on which the Platform relies, or violate the regulations, policies or procedures of such networks;

(d)         obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform;

(e)         upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data;

(f)          access the Platform by any means other than through an interface provided by us for use in accessing the Platform;

(g)         use or attempt to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Platform;

(h)         attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Platform; or

(i)           access the Platform in order to build a similar or competitive website, product, or service.

14.2     Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Platform shall be subject to these Terms. All copyright and other proprietary notices on the Platform (or on any content displayed on the Platform) must be retained on all copies thereof.

15          Wagestream’s Intellectual Property Rights

15.1     Except for the Registration Information, all content included or available in connection with the Platform, including any and all materials, information, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever, and the selection and arrangement thereof is owned exclusively by Wagestream or the licensors or suppliers of Wagestream. All rights are hereby reserved. Neither these Terms, nor your access to the Platform, transfers to you or any third-party any rights, ownership or similar interests in or to such intellectual property rights, except for the limited access rights expressly set forth in section 8 (Access to the Platform). There are no implied licences granted under these Terms of Service.

15.2     If you give us any feedback or make any suggestions about the Platform, you hereby transfer to Wagestream all rights in such feedback. You also agree that we shall have the right to use and fully exploit such feedback and related information in any manner we reasonably consider appropriate.

16          Disclaimer

16.1     Except as expressly set out in these Terms, and to the maximum extent permitted by applicable law:

(a)         the Platform, services, information, data, features, and content provided by us is offered and made available to you on an “as is” and “as available” basis;

(b)         we make no representations or warranties of any kind, whether express of implied, as to the accuracy, reliability, completeness or operation, or continued availability of the Platform, any content on the Platform and/or any related services; and

(c)         we makes no representation, warranty, or guarantee, whether express or implied, that the content that may be available on or via the Platform or related services is free of bugs, defects or errors, or any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept or expropriate, any program, system or data.

16.2     You acknowledge that the Platform has not been developed to meet your individual requirements, and that it is your responsibility to ensure that the facilities and functions of the Platform meet your requirements.

16.3     We are not responsible or liable for:

(a)         any delays in payment due or related to the intervention of any third-party (including any delays caused by banks, failures or errors in payment or communications systems other than the Platform itself, or for regulatory purposes); and/or

(b)         any delays in payment due to, or related to the occurrence of, an administrative or technical error, or a technical or system-related event, which prevents us from performing our obligations under these Terms, or from communicating with you in accordance with these Terms, and which is not caused by us, and is beyond our reasonable control.

16.4     We are not a tax advisor or financial planner; and we cannot and do not provide legal, tax, or financial advice, whether through the Platform or in any other way. If you need financial or other advice, you should obtain it from a person who is appropriately authorised and qualified to give it. You should also refrain from using the services available on the Platform, until you have that advice, and you have had a reasonably opportunity to consider it.

16.5     We do not assume any responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store information on the Platform. The information available on the Platform cannot be any better that the information your employer has provided to us. In particular, the information available on the Platform may not reflect developments / hours worked / changes that have occurred since your employer last updated the Platform. Please contact your employer if you have any questions or concerns in this regard.

17          Limitation of Liability

17.1     Without prejudice to the balance of these Terms, we accept no responsibility or liability for any loss or damage you (or anyone else) may suffer:

(a)         if we breach these Terms, save to the extent that the loss and/or damage to you was reasonably foreseeable when the breach occurred;

(b)         if you breach these Terms;

(c)         if a third-party gains access to your Account, because you failed to take reasonable steps to prevent that from happening.

17.2     Nothing in these Terms shall limit or exclude our liability for:

(a)         death or personal injury resulting from our negligence;

(b)         fraud or fraudulent misrepresentation; or

(c)         any other liability that cannot be excluded or limited under English law.

18          Term and Termination

18.1     These Terms will remain in full force and effect unless and until:

(a)         they are superseded;

(b)         you de-activate your Account, and the de-activation takes effect; or

(c)         the Contract or your Employment Contract comes to an end.

18.2     If you de-activate your Account and the de-activation takes effect, or the Contract or your Employment Contract comes to an end, we will delete some or all of the information your employer has provided to us, about you, as per our Privacy Policy.

18.3     If the Contract or your Employment Contract comes to an end any funds in your Safestream Account will automatically be transferred to your Bank Account in accordance with section 10.8.

18.4     Notwithstanding the de-activation of your Account, the following provisions will remain in full force and effect: section 14 (No Unlawful or Prohibited Use), section 15 (Wagestream’s Intellectual Property Rights), section 16 (Disclaimer), section 17 (Limitation of Liability), section 18 (Term and Termination), section 19 (Governing Law & Forum for Disputes) and section 20 (Miscellaneous). Termination or suspension of any part of the services provided on or in relation to the Platform, or of these Terms, will not affect the payment of outstanding Pay Day Payments, Net Salary payments or Balancing Payment payments (as applicable), in accordance with these Terms.

19          Governing Law and Forum for Disputes

19.1     These Terms are governed by English law. Disputes arising out of or in connection with these Terms, and disputes arising out of or in connection with the provision of the Platform and services described in these Terms are subject to the non-exclusive jurisdiction of the English courts.

20          Miscellaneous

20.1     If any portion of these Terms is deemed unlawful, void or unenforceable by any court of competent jurisdiction, the balance of these Terms shall not be deemed unlawful, void or unenforceable, and that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.

20.2     If we do not exercise or enforce a right or remedy in these Terms (or under any applicable law), this will not be taken as a waiver of our rights and our rights and remedies will still be available for us to enforce or rely on, if we wish.

20.3     We may transfer our rights and obligations under these Terms to another organisation – for example, this could include another member of our group of companies or someone who buys our business. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.

20.4     These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. In the circumstances, and whilst you and we may enforce these Terms, no one else may do so.

21          Defined Terms and Interpretation

21.1     The headings in these Terms shall not affect its interpretation.

21.2     A reference to a statute includes the statute as amended or re-enacted.

21.3     An obligation not to do something, includes an obligation not to allow that thing to be done.

21.4     In these Terms:

(a)          

Account

means the account referred to in 5.1 (Registration Information & Accounts) which comprises both the Wagestream Account and (where applicable) the Safestream Account;

(b)          

Bank Account

mean the bank, building society, or other equivalent account, into which Wagestream, EMI and/or your employer are expected to pay your Pay Day Payments, Net Salary and Balancing Payment (as the case may be);

(c)          

Balancing Payment

means (a) your Net Salary; (b) less the Pay Day Payments paid to you for the corresponding Salary Period; less (c) the corresponding Transaction Fees (d) less any Savings Goal transferred into your Safestream Account in accordance with section 10.2 above;

(d)          

Bank Account Information

means the sort code and account number for, and the name(s) of the owner(s) of your Bank Account;

(e)          

Contract

means the agreement between your employer and Wagestream, under which your employer asks Wagestream to provide certain service, and Wagestream agrees to do so;

(f)            

Prize Eligibility Criteria

means the criteria determined by Wagestream in its absolute discretion from time to time and communicated by Wagestream through the Platform;

(g)          

Employment Contract

includes a contract of employment and a contract for services;

(h)          

Marks

includes trademarks, logos and service marks;

(i)            

Maximum Amount

means the maximum amount you are permitted to Request in any one Salary Period;

(j)            

Maximum Proportion

means the maximum proportion of your gross earned salary that you are permitted to Request in any one Salary Period;

(k)          

Net Salary

means the whole of the amount you are entitled to receive from your employer on your next Reconciliation Day, (net of (a) PAYE (tax); (b) national insurance; and (c) any other deductions your employer is authorised or obliged to make), for the hours you have worked, the work you have done and/or the services you have provided, under and in accordance with the terms of your Employment Contract;

(l)            

Pay Day Payment

means the payment of some of the money that you have earned but not yet been paid, on a date that it is before your next Reconciliation Day, in accordance with your employer’s instructions;

(m)        

Platform

means (a) the software-as-a-service platform known as “Wagestream”, located at https://wagestream.co.uk; (b) the API provided by Wagestream to your employer (if any) for the sole purpose of giving you the ability to make Requests; and (c) the Wagestream downloadable end-user applications (Apps);

(n)          

Prize

means a sum of money determined by Wagestream, in its absolute discretion from time to time, published on the Platform in advance of the Prize Draw;

(o)          

Prize Draw

means the random selection by Wagestream of one or more Winners.  The Prize Draw will take place on the Reconciliation Day;

The meaning of “Prize” should be construed accordingly;

(p)          

Reconciliation Day

means the date on which you would usually be paid by your employer;

(q)          

Registration Information

means the information about you and your employer, that you provided to us, when you registered for and activated your Account;

(r)           

Request

means a request for the payment of some of the money you have earned but not yet been paid, with payment to be made on a date that is before your next Reconciliation Day;

(s)          

Safestream Account

means the electronic money account provided by the EMI referred to in section 10 (The Safestream Account);

(t)            

Savings Goal

means the amount that you would like to save in any given Salary Period (up to a aggregate maximum and a maximum per Salary Period, each determined by Wagestream in its absolute discretion from time to time and published on the Platform).

(u)          

Salary Period

means the week, month or other period in respect of which your employer pays you a wage or salary, according to the terms of your Employment Contract;

(v)          

Terms

means these Terms of Service, between you and us;

(w)         

Transaction Fee

means the amount Wagestream is entitled to charge you, every time it arranges a Pay Day Payment;

(x)          

UK

means the United Kingdom;

(y)          

Wagestream, we and us

means Wagestream Limited, a company registered in England and Wales with company number 11173225, whose registered office is at 55 Baker Street, London, W1U 7EU; and

(z)          

Wagestream Account

means the account in section 9 (The Wagestream Account);

(aa)       

Website

means www.wagestream.co.uk.

(bb)       

Winner

means any employee of your employer that is selected in the Prize Draw. 

The number of Winners for each Prize Draw will be determined by Wagestream, in its absolute discretion from time to time and will be published on the Platform. You may only be a Winner if you meet the Prize Eligibility Criteria. There is no limit on the number of times you may Win, but you may only Win once in any Prize Draw. 

The meaning of “Win” and “Winnings” should be construed accordingly.

 

Copyright © 2020 Wagestream Ltd. All rights reserved. All Marks displayed on the Platform are the property of Wagestream, or of one or more third parties. You are not permitted to use these Marks without our prior written consent and/or the prior written consent of the relevant third-party.