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1. These User Terms
1.1 In accordance with the following user terms ('direct.motivaction User
Terms'), The MotivAction Group plc (direct.motivaction) grant to you as an
authorised user ('you') of this direct.motivaction web site (' Web Site ')
certain rights (as set out below) and in return you agree to perform certain
obligations.
1.2 Please read these User Terms carefully. They are a legal document and, by
your use of the Web Site, you agree to be bound by these User Terms and Privacy
Policy.
1.3 These User Terms should be read in conjunction with direct.motivaction's
Privacy Policy. The terms and conditions of the Privacy Policy shall apply in
respect of your use of the Web Site. If you are advertising any goods and/or
services on our Web Site via the internet, you should read our Advertising
Terms . If you are unable to advertise on our Web Site over the internet, you
may provide your advertising content to The MotivAction Group plc who will
process it and post it on our Web Site. Please Contact Us if you are interested
in posting such advertisements to the Web Site or use the contact information
given on that page.
1.4 If you do not agree with these User Terms and do not wish to be bound by
them, please exit this Web Site and do not use the Web Site in the future.
2. Licence to Use Material on the Web Site
2.1 The MotivAction Group plc grants to you a personal, non-exclusive,
non-transferable, royalty-free licence to use all the material on the Web Site
(including but not limited to: software, documentation, text, pictures, sounds,
graphics, articles, video or audio clips, and advertising material) ('The
MotivAction Group plc Material') on the basis set out in Clause 2.2.
2.2 You are entitled to view, copy, print, access, download and transmit (for
the purposes expressly permitted in these User Terms) and store the The
MotivAction Group plc Material for your own personal, non-commercial use
provided that you do not:
2.2.1 remove any notices relating to the ownership of copyright or other
intellectual property rights in the The MotivAction Group plc Material;
2.2.2 modify, translate, reverse engineer, reproduce, decompile, disassemble
(except as expressly permitted by law) or create derivative works of any of the
The MotivAction Group plc Material;
2.2.3 rent, lease, sub-licence, loan, copy or give or transfer any rights in the
The MotivAction Group plc Material in any form, to any person or entity without
the prior written consent of The MotivAction Group plc.
2.3 Any product, process or technology referred to in the The MotivAction Group
plc Material may be subject to other intellectual property rights of The
MotivAction Group plc and are not made available hereunder.
3. Ownership of Intellectual Property Rights
3.1 Notwithstanding the limited rights granted to you in accordance with Clause
2, The MotivAction Group plc retains all ownership, title and interest in the
intellectual property rights contained in the The MotivAction Group plc
Material including but not limited to copyright, database rights, trade marks,
patents, service marks, design rights (whether registerable or otherwise)
know-how, trade or business names, domain names, goodwill associated with any
of the foregoing and other similar rights or obligations whether registerable
or not in any jurisdiction in the world.
3.2 The MotivAction Group plc and the The MotivAction Group plc logo are
trademarks or registered trademarks of The MotivAction Group plc. All other
product names and company logos mentioned in the information, documents or
other items provided or available herein may be the trademarks of their
respective owners.
4. Duration of User Terms and Termination
4.1 These User Terms are binding upon you immediately. You accept them by your
use of this Web Site, and they will remain in force until the earlier of the
following:
4.1.1 you breach any of the terms of the licence granted to you in accordance
with Clause 2;
4.1.2 The MotivAction Group plc terminates these User Terms by notice to you at
any time in accordance with Clause 9.2; or 4.1.3 you terminate these User Terms
by notice to The MotivAction Group plc at any time in accordance with Clause
9.1.
4.2 In the event that these User Terms are terminated for any of the reasons
stated above, you agree to comply with the following obligations:
4.2.1 the licence granted to you in accordance with Clause 2 shall be terminated
forthwith and you shall have no further rights to use the The MotivAction Group
plc Material;
4.2.2 you must delete or destroy any of the The MotivAction Group plc Material
stored by you in electronic or hard copy form as soon as reasonably
practicable; and
4.2.3 you will have no further rights to access or use the Web Site or any of
the services provided on the Web Site.
5. The MotivAction Group plc 's Responsibilities
5.1 The MotivAction Group plc undertakes to use commercially reasonable
endeavours to prevent breaches of security of the Web Site.
5.2 The Web Site is provided by The MotivAction Group plc on an "as is" and "as
and when available" basis to you. You use the Web Site at your own risk.
5.3 The MotivAction Group plc makes no representation or warranty that the Web
Site or services offered via the Web Site will be accessible, or useable by you
or error free. The MotivAction Group plc uses reasonable efforts to include
accurate and up-to-date information on the Web Site. The information, documents
or other items provided or available on this Web Site could include technical
inaccuracies or typographical errors. The MotivAction Group plc makes no
warranties or representations as to its accuracy. The MotivAction Group plc
assumes no liability or responsibility for any errors or omissions in the
content on the Web Site.
5.4 The MotivAction Group plc is not an agent for and does not represent those
persons, companies and other organisations whose goods or services may be
displayed or referred to on the Web Site.
5.5 The advertisements placed on the Web Site by you or any other third party do
not constitute any part of an offer or contract. The MotivAction Group plc
makes no warranty or representation that the items advertised for sale via the
Web Site are offered: (i) free of encumbrance, charge or any other unexpired
right in the item; or (ii ) that such advertising is a statement or
representation of fact. You should carry out any checks or searches that may
reveal faults in the title or suitability of the item for your own purposes and
receive independent advice before you purchase such item.
5.6 The MotivAction Group plc reserves the right, without notice to you, to
remove any The MotivAction Group plc Material from the Web Site or to suspend
or alter the operation of the Web Site or any of the services on the Web Site,
at its sole discretion or for legal or technical reasons. The MotivAction Group
plc will give you as much notice as possible prior to taking any of the actions
described in this Clause, but prior notice may not always be feasible for a
variety of reasons. The MotivAction Group plc may make improvements and/or
changes to the information or documents provided or available on this Web Site
at any time.
5.7 The MotivAction Group plc may make available to you information based on the
opinion of The MotivAction Group plc or on the opinion of an affiliate of The
MotivAction Group plc. You should not rely upon any such opinion as a
recommendation by The MotivAction Group plc of the goods or services available
of the Web Site. Professional advice should be sought before purchasing any
item on the Web Site or before entering into any legally binding agreement.
6. Your Responsibilities
6.1 You agree that you are responsible for the security and use of any user
names or passwords needed to access or use the Web Site or any of the services
on the Web Site. You must take all reasonable steps to ensure that these user
names and passwords are kept confidential and secure and you do not allow any
unauthorised person to access the Web Site or any of the services on the Web
Site using your user name or password.
6.2 You agree that you will not use the Web Site or any of the services on the
Web Site as follows:
6.2.1 to send, receive, upload, download, store, use, distribute or publish any
material that is offensive, abusive, indecent, defamatory, obscene, or in
breach of any other person's Intellectual Property Rights or breaches any
obligation of confidentiality by which you are bound;
6.2.2 to send or distribute multiple unsolicited emails or messages (i.e.
'spam') or to cause any other person annoyance, inconvenience or worry;
6.2.3 for any purposes connected to any business, including sending any
unsolicited advertisements or promotional material.
6.3 You agree to indemnify The MotivAction Group plc against any claims, costs,
expenses or legal proceedings caused as a result of your use of the Web Site or
the services on the Web Site in contravention of Clauses 6.1 and 6.2. Further,
in these circumstances, The MotivAction Group plc shall be entitled to treat
the contravention as a material breach of these User Terms and terminate the
User Terms and any access permission granted to you by The MotivAction Group
plc forthwith, without notice to you.
7. Disclaimers
7.1 Information about The MotivAction Group plc and any The MotivAction Group
plc Affiliates that is posted on this Web Site has been extracted from publicly
available data about The MotivAction Group plc and the relevant The MotivAction
Group plc Affiliates, as applicable. Such information contains a true and
accurate picture of The MotivAction Group plc 's activities as of the date when
it was published. While every effort has been made to ensure the accuracy of
all information contained on this Web Site and to update it regularly, The
MotivAction Group plc disclaims any duty or obligation to update the
information herein and any liability for any inaccuracies. You should check to
see if more recent information is available.
7.2 The MotivAction Group plc has used its discretion, best judgement and all
reasonable efforts in collecting and preparing the information, documents
(including copy, graphics, pictures, etc.) or other items provided or available
on this Web Site, but any such information, document or other item is provided
or available without any warranty of any kind, either expressed or implied,
including, but not limited to, warranties of completeness, accuracy, fitness
for a particular purpose, or non-infringement of any intellectual property
rights. The MotivAction Group plc hereby disclaims any liability to any person
for any kind of loss or damage including, but not limited to, any special,
incidental, indirect or consequential damages caused by errors or omissions in
the information, documents or other items provided or available herein, whether
such errors or omissions result from negligence, accident or any other cause.
7.3 Your use and browsing of the Web Site is at your risk. Neither The
MotivAction Group plc nor any other party involved in creating, producing, or
delivering the Web Site is liable for any direct, incidental, consequential,
indirect, or punitive damages arising out of your access to, or use of, the Web
Site.
7.4 Whilst The MotivAction Group plc has used all reasonable efforts in
maintaining this Web Site virus free, it declines any liability for personal or
property damage, especially direct, indirect, immediate or subsequent pecuniary
loss, which may result from transmission or downloading of computer viruses.
Especially excluded is liability for hardware damage, loss of data, alteration
of data, or downtime.
7.5 This Web Site may contain links or references to third party materials and
web sites that are controlled and operated by parties other than The
MotivAction Group plc. The links will let you leave the Web Site and The
MotivAction Group plc is not responsible for any contents of third party
materials, any linked site or any link contained in a linked site. The
inclusion of any reference or link on the Web Site does not imply endorsement,
publication, permission or authorisation by The MotivAction Group plc of the
linked site. If you decide to access linked third party web sites or materials,
you do so entirely at your own risk. The MotivAction Group plc is providing
these links and references only as a convenience. You should read the
applicable user terms and privacy policy of the linked third party web site
before entering into an agreement with or purchasing from the third party,
linked to the Web Site.
7.6 The MotivAction Group plc is not and will not be a party to, or responsible
for, any transaction concerning items advertised for sale on the Web Site. All
agreements are entered into by you and the third party advertiser and/or third
party providing the goods and/or services only.
7.7 The express terms of these User Terms are in lieu of all warranties,
conditions, undertakings, terms, and obligations implied by statute, common
law, usage, course of dealing or otherwise, all of which are excluded to the
fullest extent permitted by law.
8. Notices
8.1 You may send a legal notice to The MotivAction Group plc, or any questions
you may have concerning these User Terms by e-mail to ideas@motivaction.co.uk.
Such notices will be effective within 3 days of receipt by The MotivAction
Group plc.
8.2 The MotivAction Group plc may send you notice by general notice on this Web
Site, by email to your email address on record with The MotivAction Group plc,
or by post to the geographical address on record with The MotivAction Group
plc. Such notice will be effective if sent by email or posted on the Web Site,
1 day from the date it was sent or posted on the Web Site. If sent by regular
post, it will be effective 3 days after posting by The MotivAction Group plc.
9. General
9.1 In this privacy policy, "The MotivAction Group plc Affiliates" shall mean
any subsidiary or holding company of The MotivAction Group plc, or any
subsidiary of The MotivAction Group plc, the holding company of The MotivAction
Group plc, all as defined by Section 736 of the Companies Act 1985, as amended
by the Companies Act 1989.
9.2 The MotivAction Group plc reserves the right to add to or change the terms
of these User Terms in its sole discretion without your prior consent. All
changes to the User Terms will be effective once posted on the Web Site. The
MotivAction Group plc will provide notice on the Web Site of any changes to the
User Terms for 30 days after The MotivAction Group plc has posted the amended
User Terms on the Web Site. Your continued use of the Web Site or any of The
MotivAction Group plc 's services available on the Web Site following The
MotivAction Group plc 's posting of such changes will be regarded by The
MotivAction Group plc as acceptance of the amended User Terms. If you do not
agree to be bound by the amended User Terms you should exit the Web Site and
not access or use any of The MotivAction Group plc 's services on the Web Site
in the future.
9.3 No variation or amendment to these User Terms by you is valid unless
otherwise agreed by The MotivAction Group plc in writing and signed by a duly
authorised representative of The MotivAction Group plc and you.
9.4 If any part of these User Terms are held by a court of competent
jurisdiction to be unenforceable, the validity of the remainder of these User
Terms will not be affected.
9.5 Your use of the internet is solely at your risk and subject to all
applicable laws, and The MotivAction Group plc has no responsibility for any
information, software, services or other materials accessed or obtained by you
using the internet. The MotivAction Group plc does not assume any liability for
timely, trouble-free and uninterrupted access to the internet.
9.6 These User Terms do not affect any consumer rights that you may have under
the provisions of any applicable law or regulation.
9.7 These User Terms shall be governed by the laws of England, and subject to
the non-exclusive jurisdiction of the English Courts The MotivAction Group plc
makes no representation that any information, materials or functions included
are appropriate for use in any other jurisdiction. If you access the Web Site
you do so on your own initiative and are responsible for compliance with
applicable local laws and regulations.
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