Terms and Conditions
Last Updated on 2 January, 2017
The owner of this Site without any guarantee regarding its continuity and its contents. In particular, the owner does not provide any expressed or implicit guarantee concerning the Site and its contents with reference to the ownership of the information contained therein, the absence of potentially dangerous programmes (for example: viruses, worms and trojan horses) and the suitability of the contents for specific purposes or commercial uses. Under no circumstance does the owner guarantee that the information contained in this Site is accurate, complete and up-to-date, that the Site is free from faults or that any faults are corrected. When accessing the Site, the user acknowledge the circumstance that all use of the Site is under the user’s exclusive responsibility; in particular, the user accepts to assume the risk of every and any loss of data, impossibility of use and the cost to repair the IT contents and programs used by the user in relation to accessing and using the Site. Under no circumstance shall the owner be responsible for the direct, indirect, specific or general damage of any nature, regardless of the circumstance that the owner was aware or not of the possibility that such damage could occur in relation to the use of this Site. The contents of the foregoing exclusions may not be applicable, in full or in part when the possibly of excluding implicit guarantees is not acknowledged by a specific legal system.
Under no circumstance shall the owner be liable, in contractual or non-contractual terms, for any direct or indirect, specific or general damage which may occur due to the use, the non-use and/or due to the performance of any product and service, information or content included in the Site (and the foregoing disregards the fact that the owner was aware or not of the possibility that such damage may occur). Some of the foregoing limitations may not be applicable, since some jurisdictions do not permit the exclusion or limitation of liability for direct or indirect damages.
By accessing the Site the user undertake to stand surety for, hold harmless and defend the owner's, its subsidiaries and associated companies, its employees, directors and shareholders against any claim made by third parties, damage, loss, cost, expense (including the related legal and judicial costs reasonably sustained) resulting from the user’s use of the Site or in relation to the Site concerned.
The term ‘us’ or ‘we’ or ‘owner’ refers to the owner of the Site and of the products and services promoted by this website whose registered office is: Leora Concept Ltd, Hova House, 1 Hova Villas, Brighton & Hove, BN3 3DH, England, United Kingdom. The term ‘user’ refers to the user or viewer of the Site or the customer of the products and services promoted by this website and owned by Leora Concept Ltd.
Our Site enables the user to purchase products services from our Site (the “Services”). The user must be over the age of 18 years to use our website and purchase our Services.
UNAUTHORISED ACCESS AND USE OF THE SITE
Users of the Site are only authorised to consult the documents indicated in the Site's menus. Every unauthorised attempt to overcome or bypass the Site's protections, to use the operating systems which operate or are connected with the Site for uses other than the uses for which they are intended or to prevent their use by authorised users is prohibited; the prohibition also applies to accessing, obtaining, destroying, changing, damaging the information contained in the Site or interfering with such systems, and it also applies to the use that causes impairment of the availability or accessibility of the Site.
The user must not use the Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software. The user must not conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to the Site. The user must not infringe the rights in any digital Services that are sold through the Site.
All similar behaviour/action, or any unlawful, illegal, fraudulent or harmful purpose or activity will be brought to the attention of the competent authorities without delay and prosecuted in all the competent civil and criminal courts, in accordance with the applicable laws and international conventions.
- THE USE OF THE SITE
The content of the pages of the Site is for general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Site for any particular purpose. The user acknowledges that such information and materials may contain inaccuracies or typing and other errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. The user’s use of any information or materials on the Site is entirely at the user’s own risk, for which we shall not be liable. It shall be the user’s own responsibility to ensure that any products, services or information available through the Site meet the user’s specific requirements.
COPYRIGHT, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS.
The Site contains material which is - unless otherwise stated - owned by or licensed to us, therefore we or our licensors own the intellectual property rights in the Site and material on the Site, including all Services, including but not limited to copyright and associated moral rights, trade marks, get-up, and unregistered rights, goodwill, know-how, software, database rights, and all other intellectual property rights. Subject to the licence below, all these intellectual property rights are exclusively reserved. Where the Services feature the intellectual property of third parties which we do not own this is clearly stated.
The user accepts that the overall Site and all the material the Site contains are protected by copyright and by other intellectual property rights. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is strictly prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
Without prior consent from the owner the user is strictly prohibited from redistributing the material or Services from the Site except for content specifically and expressly made available for redistribution.
This Site may contain material protected by third party intellectual property rights. The permitted uses in such cases are to be verified with the holders or licensees of the respective rights, as identified in the Site from time to time. The user must not reproduce any intellectual property rights of third parties on the Site without the consent of those parties.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time, this website may also include links to other websites. These links are provided for the user’s convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s) and decline all liability in relation to the contents and the materials accessible at the foregoing sites or however obtainable via such sites. All links to other sites, as well as every other reference to information originating from third-party sources shall not be deemed to represent an express or implicit endorsement by the owner's. Questions and/or comments concerning the sites associated with the links are to be directed exclusively to the administrators of the sites concerned. Moreover, this Site may contain information originating from third-party sources, as duly indicated from time to time, to which the user shall refer exclusively for every query concerning their accuracy, truthfulness and completeness.
The user’s use of this website and any dispute arising out of such use of the website is subject to the laws of UK.
- TO PLACE ORDERS THROUGH THE SITE
The owner of the Site and Services permits the user to place orders of the Services (“Order”) through the Site or by authorised representatives of distributors of the Services. The user as a customer, on behalf of itself and its applicable affiliates and authorized users (“Customer”) agrees to accept and meet all parts of the Terms. The Terms are between Leora Concept Ltd and the Customer. The authorized party signing or electronically submitting the Order or accessing the Services represents that it has the authority to bind the Customer and understands and agrees to these Terms, and the applicable Service Descriptions (they collectively mean the Subscription Agreement).
DEFINITIONS. As used in the following parts, the following defined terms shall apply:
- Affiliate means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through majority ownership of voting securities or equity interests.
Authorized user means an Eligible Person whom Customer has identified via the Site registry system to Leora Concept Ltd for purposes of issuing a login name and password. Customer agrees that each Site login ID may only be used by the Authorized User to whom Customer assigns it and that the Site login ID may not be shared with or used by any other person, including other Authorized Users. Customer has to manage a roster of Authorized Users and will promptly notify Leora Concept Ltd to deactivate an Authorized User’s Site login ID - if Customer fails to do so -the Authorized User is no longer an Eligible Person or Customer otherwise wishes to terminate the Authorized User’s access to the Services. Customer is responsible for all use of the Services accessed with the Site login IDs issued to Customer’s Authorized Users, including associated charges, whether by Authorized Users or others. Customer has to use reasonable commercial efforts to prevent unauthorized use of the Site login IDs assigned to Customer’s Authorized Users and will promptly notify Leora Concept Ltd in writing, if Customer suspects that a Site login ID is lost, stolen, compromised, or misused.
Eligible Person mean the employees, temporary employees, students, partners/members, and contractors of the Customer dedicated to performing work exclusively for the Customer (to the extent those categories of persons are appropriate to Customer’s situation) are eligible to access and use the Services.
- The Site Services means all profile making services in the form of paid subscription or gratis access and use that are ordered from and provided to the Customer by Leora Concept Ltd, or that are granted free of charge in the form of promotional codes, the online profile making service provider responsible for the rates and terms relating to the services.
- Customer Content means any data, files, and other information belonging to Customer or users as uploaded to Customer’s Service account for storage and/or sharing with third parties, and is not related directly to Leora Concept Ltd servicing or accessing Customer’s account. To use of the Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by Leora Concept Ltd in writing, use of the Services and create Customer Content are permitted only via manually conducted activities.
- Effective Date means the earlier of the date (i) Customer submits the initial Order, or (ii) as stated on the signature block of the Order.
- Order or Services Order means any initial or subsequent ordering document and/or online request for access to the Services submitted to Leora Concept Ltd, to a Leora Concept Ltd authorized representative, or distributor and/or through the Site.
- Services in specific content mean the generally available Site online software service offerings, as further described in the Service Descriptions. Leora Concept Ltd may update the Services at any time and all Services set forth in the Service Descriptions may not be available to all Customers.
- Service Descriptions means the overview and other terms applicable to the Services, as amended from time to time, and found at www.primermotivation.com/services
- Updates means any corrections, bug fixes, new features or functions added to the Services, but shall not include any new versions that Leora Concept Ltd markets and sells separately.
- Use Level/Subscription Type means the model by which Leora Concept Ltd measures, prices and offers the Service to Customer as set forth on the applicable price list, websites, Order, and/or Service Description.
- When placing an order for a Subscription Type in an electronic way, Leora Concept Ltd will send an order confirmation email. If the Order is confirmed by the Customer, Leora Concept Ltd will send the invoice in an electronic, pdf format (by individual request also in printed hardcopy format to the correspondence address of the Customer if it was given) to the Customer. The Customer is obliged to transfer the fee of the Service withing the payment deadline indicated on the invoice or according to these Terms, otherwise the Order gets suspended and the account of the Customer gets in passive status for one (1) year after the payment deadline.
LIMITATIONS: Prior to placing an order, Customer must have an active account or a passive account with previous purchase history. Leora Concept Ltd will have no obligation to confirm the validity of any order placed or the authority of the person placing an order in this manner. Customer bears all risk of unauthorized purchases by third parties using Customer’s client account. Leora Concept Ltd will have no obligation to hold the Services order if Customer’s order is incomplete, on hold, or if Customer does not confirm it within 48 hours of notification from Leora Concept Ltd about the Subscription Type order. If Leora Concept Ltd provides special offer to Customer, Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any content of the offer or utilize the content of the offer for any purpose except as permitted herein.
- Affiliate means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through majority ownership of voting securities or equity interests.
- Limitations on Use. Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its users, not to (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or Primer Motivation Analysis ® method technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Leora Concept Ltd and Site networks, security systems, user accounts, or Services of Leora Concept Ltd or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means, (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise objectionable or unlawful; (iv) market, offer to sell, and/or resell the Services to any unauthorized third party; (v) use the Services in violation of Leora Concept Ltd policies, applicable laws, ordinances or regulations; (vi) use the Services to send unsolicited or unauthorized advertising, junk mail, or spam; (vii) harvest, collect, or gather information or data regarding other users without their consent; (viii) transmit through or post on the Services any material that may infringe the intellectual property rights or the rights of third parties such as trademark, copyright, or right of publicity; (ix) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (ix) use the Services directly or indirectly for competitive benchmarking or other competitive analysis if Customer is a direct competitor of the applicable Service; (x) submit to, or store in the Services, any Protected Health Information (“PHI”); (xi) neither Customer nor Customer’s Authorized Users may remove or obscure the copyright notice or other notices contained in profiles created by the Site Services; (xii) except the right of the Customer and its Authorized Users to email, fax, download or make printouts using the commands of the Services and the right to create a single printout of profiles generated by the Site Services accessed or downloaded by any other means (collectively, "Authorized Printouts"), Customer and Affiliates, Authorized Users have no other rights of downloading and printing printouts from the Site Services programme without Leora Concept Ltd copyright on it or in a partial profile format. For the avoidance of doubt, downloading any materials, texts and profiles from the Site Services without being authorized to do so, due to the fact that the content of the Site is under the protection of copyright, intellectual property laws, and other laws that prevent unauthorized access and use, non Authorized Users are not permitted to access or use the Services for any purpose whatsoever. If someone nevertheless accesses and uses the Services or Profiles generated by the Site Services without authorization, this person’s access and use will be governed by these Terms and the person will be liable to Leora Concept Ltd for any breach of the Terms as well as for unauthorized access and payment for use at the rates in the applicable Price List. To the extent permitted by applicable copyright law, Customer and its Authorized Users may make copies of Authorized Printouts and distribute Authorized Printouts and copies; (xii) No users, Customers, Authorized Users are allowed to exploit the goodwill of Leora Concept Ltd, including its trademarks, service marks, or logos without the express written consent of Leora Concept Ltd. Additionally, under no circumstances may Customer or any Authorized User offer any part of the Services or Profiles generated by using Services for commercial resale or commercial redistribution in any medium or use the Services or the Profiles generated by using the Services to compete with the business of Leora Concept Ltd; (xiii) All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Services and Profiles generated by using the Services in any medium belongs to Leora Concept Ltd or its third party suppliers of Profiles. Neither the Customer nor its Authorized Users acquire any proprietary interest in the Services, Profiles, or copies thereof, except the limited rights granted herein; (xiv) Neither the Customer nor its Authorized Users may use the Services or Profiles in any fashion that infringes the intellectual property rights or proprietary interests of Leora Concept Ltd or any third party. Customer’s use of the Services must comply with all applicable laws, rules or regulations; or (xv) make any representations with respect to the Site Services or these Terms (including, without limitation, that Leora Concept Ltd is a warrantor or co-seller of any of Customer’s products and/or services). Leora Concept Ltd shall have sole and exclusive discretion to determine applicability of the restrictions set forth above and any violations thereof.
- Proprietary Rights. Except for the limited subscription rights granted herein, Customer has no right, title or interest in or to the Services or any components provided by Leora Concept Ltd in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that Leora Concept Ltd or its licensors retain all proprietary right, title and interest in and to, or practiced in connection with, the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.
- ORDERS, FEES AND PAYMENT.
- Orders. Customer may order Services using the the Site Services current ordering processes or other printed forms. All Orders are subject to acceptance by Leora Concept Ltd in its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by Leora Concept Ltd for the purposes of managing Customer’s account.
- Fees and Payment. Customer is responsible for all fees applicable to the Services specified on the Order, including any one-time implementation fees (“Fees”). All Fees are due and payable as set forth in the Order, and if no payment terms are set forth on the Order, then Leora Concept Ltd will invoice Customer and payments are due ten (10) days from the invoice date. Customer agrees to notify Leora Concept Ltd of any fee dispute within five (5) days of the invoice date and Customer agrees to work in good faith to promptly resolve any dispute and pay fees within fifteen (15) days following resolution of the dispute. When applicable, Customer authorizes Leora Concept Ltd or its third party as online payment service provider (i) to take steps to determine whether a debit/credit card number provided is valid, and (ii) charge such card in accordance with the billing frequency specified in the Order. Leora Concept Ltd reserves the right to terminate the Subscription Agreement immediately in the event any payment information is found at any time to be inaccurate, incomplete and/or not current. Leora Concept Ltd shall not be responsible for any overdraft charges or other fees that may be incurred due to Leora Concept Ltd use of Customer’s card for payment hereunder.
- Additional Services. Customer may order additional Services at any time. Unless otherwise agreed in the applicable Order, any additional Services ordered by Customer following the Effective Date are subject to these Terms, and shall be coterminous with the Term for existing Services.
- Late Payments. Leora Concept Ltd reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse Leora Concept Ltd for all reasonable costs and expenses incurred in collecting delinquent amounts.
- Taxes and Withholding. Customer shall be responsible for all applicable taxes (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax, tariffs, fees, bank costs of transfer or card charging, and/or duties) (collectively, “Taxes”) imposed by any government entity or collecting agency or financial institutions based on the Services, except those Taxes based on Leora Concept Ltd net income, and/or those Taxes for which Customer has provided a certificate confirming Customer is otherwise exempt. If Customer fails to satisfy its Tax obligations herein, Customer agrees to reimburse Leora Concept Ltd for any Taxes paid on Customer’s behalf and indemnify and hold Leora Concept Ltd harmless against any claim, liability and/or penalties resulting therefrom.
- All fees and prices of the Services are subject to change without notice and will be established at time of order acceptance by Leora Concept Ltd. If Customer is a VAT registered U.K. business or a non-VAT registered U.K. business or any private individual, the fees of the Services displayed on www.primermotivation.com will attract a 20% rate of Value Added Tax (VAT). Customers registered as VAT-payer businesses outside of the U.K. but within a European Union country, are independently responsible for paying the correct amount of VAT to their national tax agency as reverse VAT will be applied.
- TERM AND TERMINATION.
- Term. These Terms shall apply as long as any Order is in effect. The period that Customer may access and use the Services (“Period”) shall be as specified in the Order and may include an active period (“Active Period”) and a non-active, passive renewal period (“Passive Period”). The Active Period is always specified in the Order or the Individual Service Contract, the Passive Period shall commence on the Expiry Date of ordered Service type for a twelve (12) month period.
- Termination for Convenience. During any Terms, either party may terminate at any time with prior written notice and such termination shall be effective at the end of (i) thirty (30) days or (ii) Customer’s current billing cycle, whichever is earlier. Customer must submit written notice of termination to Leora Concept Ltd at firstname.lastname@example.org or otherwise in accordance with the applicable Service Description.
- Termination for Cause. Either party may terminate the Subscription Agreement (i) if the other party breaches any of its material obligations under the Subscription Agreement and fails to cure within thirty (30) days of receipt of written notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, or (iii) immediately for a breach by Customer of Section 3 or Section 6.
- Effect of Termination. Upon termination of the Subscription Agreement for any reason, Customer will immediately discontinue all access and use of the Services. Leora Concept Ltd has no obligation to maintain Customer Content following termination and, in any event, will destroy or delete Customer Content within thirty (30) days of Customer request, subject to compliance with Leora Concept Ltd policies and applicable law. Neither party shall be liable for any damages resulting from termination of the Subscription Agreement; provided, however, termination shall not affect any claim arising prior to the effective termination date.
- Survival. The provisions of Sections 4 (Orders, Fees and Payment), 5.4 (Effect of Termination), 6 (Customer Content and Customer Accounts), 9 (Indemnification), 10 (Limitation of Liability), and 11.9 (Notices) shall survive any termination of the Subscription Agreement.
- CUSTOMER CONTENT AND CUSTOMER ACCOUNTS.
- Customer Content. Customer retains all rights to any and all of its Customer Content and Leora Concept Ltd shall not own or license any data, content, information or material in such Customer Content. Each party shall apply reasonable technical, organizational and administrative security measures to keep Customer Content protected in accordance with industry standards, and Customer shall retain a current copy of Customer Content outside the Services. Leora Concept Ltd will not monitor Customer’s or its user’s use of the Services, and Leora Concept Ltd will not view, access or process any Customer Content, except: (i) for the sole purpose of providing the Services, (ii) as directed or instructed by Customer and its users, and/or (iii) for compliance with Leora Concept Ltd policies, applicable law, regulation, or governmental request. Customer shall comply with all intellectual property laws related to the Customer Content and legal duties applicable to Customer as a data controller by virtue of the submission or storage of Customer Content within the Services, including providing all information or notices Customer is required by law to provide to users and obtain consent of the users, where required. Customer and its users are not permitted to submit to or store any PHI in the Services. Notwithstanding anything to the contrary, this Section expresses the entirety of Leora Concept Ltd obligations with respect to Customer Content.
- Customer Accounts. Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (iii) ensuring all users exit or log off from the Services at the end of each utilisation, (iv) maintaining the confidentiality of Customer’s accounts, user id’s, passwords and other identification numbers used in conjunction with the Services, and (v) all uses of the Services by Customer and its users.
Leora Concept Ltd reserves the right to review Customer’s account to confirm compliance with applicable Use Levels, and to suspend the Services and the Customer’s access or to terminate the Subscription Agreement for overuse and/or misuse, or if Customer otherwise shares login information among users. Customer will notify Leora Concept Ltd immediately of any unauthorized use of its account or any other breach of security. Customer agrees to pay for any overage in excess of permitted Use Levels. Leora Concept Ltd will not be liable for any loss that Customer may incur as a result of a third party using its password or account, and Customer may be held liable for any such losses incurred by Leora Concept Ltd and/or another party.
Customer acknowledges that Leora Concept Ltd performs a due diligence review of Customer or its Authorized Users’ account periodically in order to comply with data laws and license restrictions, and that the review may include asking Customer or its athorized users to verify that use of data was for a permissible purpose. If there is any failure to cooperate with Leora Concept Ltd, or if any review reveals the lack of a permissible purpose to access data, Leora Concept Ltd may deny access to the Services or to data. Leora Concept Ltd will be under no obligation to reduce the fees payable by Customer to the extent that it is unable to provide data to Customer based solely on Customer’s non-cooperation.
- COMPLIANCE WITH LAWS.
In connection with the performance, access and use of the Services under the Subscription Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations. Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Notwithstanding any other provision in these Terms, Leora Concept Ltd shall have the right to immediately terminate the Subscription Agreement for noncompliance with applicable laws.
LEORA CONCEPT LTD WARRANTS THAT THE SERVICES WILL CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE. LEORA CONCEPT LTD DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. LEORA CONCEPT LTD ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT LEORA CONCEPT LTD SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICE OR TO TERMINATE THE NON-CONFORMING SERVICES AND THE SUBSCRIPTION AGREEMENT OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LEORA CONCEPT LTD DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN SUCH JURISDICTIONS.
- Indemnification by Leora Concept Ltd. Subject to Sections 9.2. below, Leora Concept Ltd shall not indemnify and defend Customer against any third party Infringement Claim brought against Customer, and shall not pay attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to such Infringement Claim. For the purposes of the Subscription Agreement, “Infringement Claim” means any claim, suit or proceeding brought against a Customer based on an allegation that the Services, as used by Customer in accordance with the Subscription Agreement and the applicable documentation, infringes upon any third party.
- Furthermore Leora Concept Ltd assumes no liability, and shall have no liability, for any Infringement Claim based on (i) Customer’s access to and/or use of the Services following notice of an Infringement Claim; (ii) any modification of the Services by Customer or at its direction; (iii) Customer’s combination of the Services with third party programs, services, data, hardware, or other materials; or (iv) any trademark or copyright infringement involving any marking or branding not applied by Leora Concept Ltd or involving any marking or branding applied at Customer’s request.
- Indemnification by Customer. Customer shall indemnify and defend Leora Concept Ltd against any third party claim brought against Leora Concept Ltd resulting from a breach of Section 3.2 or 6.2 or alleging that any Customer Content submitted by Customer infringes upon any patent or copyright, or violates trade secret or privacy rights of any party, and shall pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim; provided that: (i) Leora Concept Ltd promptly notifies Customer in writing of such a claim such that Customer is not prejudiced by any delay of such notification, (ii) Customer will have sole control over the defense and any settlement of any such claim, and (iii) Leora Concept Ltd will provide reasonable assistance in the defense of same. Customer will reimburse Leora Concept Ltd for reasonable expenses incurred in providing such assistance. Leora Concept Ltd may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, Leora Concept Ltd shall not enter into any settlement agreement or otherwise settle any such claim without Customer’s express prior written consent.
- LIMITATION ON LIABILITY.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR (a) A PARTY’S INDEMNIFICATION OBLIGATIONS (b) A BREACH BY CUSTOMER OF SECTIONS 3 OR 6, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THE SUBSCRIPTION AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER.
- ADDITIONAL TERMS
- Services Trial with Promotion Code. Leora Concept Ltd may make the Services available to Customer on a trial basis or offer promotional versions of the Services for a limited period of time (“Trial Period”), as specified on the applicable Order or Offer. The Trial Period shall terminate (i) at the end of the stated Trial Period, or (ii) if no such date is specified, thirty (30) days from the date of Customer’s initial access to the Services. During the Trial Period, Leora Concept Ltd provides the Services “AS IS” and without warranty or indemnity, to the extent permitted by law, and all other terms of the Subscription Agreement otherwise apply. Leora Concept Ltd reserves the right to modify or discontinue any trials or promotions at any time without notice.
- Copyright. In the event Customer believes that the Services have been used in a manner that constitutes copyright infringement, Customer shall notify Leora Concept Ltd in writing at: Leora Concept Ltd, Hova House, 1 Hova Villas, Brighton & Hove, BN3 3DH, England, United Kingdom, and provide all of the following information: (i) a statement that Customer has identified content in the Services that infringes a copyright of a third; (ii) a description of the copyrighted work Customer claims has been infringed; (iii) a specific description of where the allegedly infringing material is located in the Services, including a URL or exact description of the content's location; (iv) Customer’s name, address, telephone number, and e-mail address. Leora Concept Ltd reserves the right to delete or disable allegedly infringing content, to terminate the accounts of users who are repeat infringers, and to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.
- Suspension of Service. Leora Concept Ltd may temporarily suspend the Services if Leora Concept Ltd determines, in its sole discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and Leora Concept Ltd will take action to promptly resolve any such security issues. Leora Concept Ltd agrees to notify Customer of any such suspension and subsequent reactivation of the Services.
- Database set-up. Certain Services provide functionality that allows a Customer to set-up a database and data shared between the account users. Customer is solely responsible for complying with all state and local laws in the relevant jurisdiction when using personal data in the database. Leora Concept Ltd expressly disclaims all liability with respect to Customer's database of personal data and/or shared data while using the Services, and Customer releases and agrees to hold Leora Concept Ltd harmless from and against any damages or liabilities related to the storing personal data and information.
- Internet Fee Charges; Customer Connectivity. Customer is responsible for all fees and charges imposed by Customer’s telephone carriers, wireless providers, and other data transmission providers for data transmission used to access and use the Services. If Customer’s broadband connection and/or telephone service fails, or Customer experiences a power failure, the Services may also cease to function due to reasons outside of Leora Concept Ltd control.
- Assignment. Neither party may assign its rights or delegate its duties under the Subscription Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign the Subscription Agreement as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent shall be void. The Subscription Agreement will bind and inure to the benefit of each party’s successors or assigns.
- Notices. All legal notices required under the Subscription Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and the Leora Concept Ltd contracting entity as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. Non-legal notices may be provided to the email address specified on the applicable Order and shall be deemed effective on the next business day following the date and time stamp on the sender’s email. Leora Concept Ltd may also provide Customer with notice postings on the Site, in the account of the Customer. A copy of all Customer legal notices must also be sent to Leora Concept Ltd Legal Department, Hova House, 1 Hova Villas, Brighton & Hove, BN3 3DH, England, United Kingdom.
- Entire Subscription Agreement; Order of Precedence. The Subscription Agreement sets forth the entire agreement and understanding of the parties relating to the Services and replaces, supersedes all prior and contemporaneous oral and written agreements, communications, representations, proposals or quotations. For any conflict between an executed Order, the Service Descriptions and these Terms, the conflict shall be resolved in that order, but only for the specific Services described in the applicable Order. For any conflict between these Terms and the Order, the Subscription Agreement shall control. Nothing contained in any document submitted by Customer shall in any way add to or otherwise modify the Subscription Agreement or Leora Concept Ltd - Site program terms. The Terms may be updated by Leora Concept Ltd from time to time without notice (but will be identified by its last updated date) and at Leora Concept Ltd’s sole discretion; and can be reviewed at www.primermotivation.com Customer’s continued access to and use of the Service constitutes acceptance of the then-current Terms.
This Subscription Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Subscription Agreement is held to be invalid or unenforceable to any extent, then (i) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (ii) such invalidity or unenforceability will not affect any other provision of this Subscription Agreement.
- General Terms. Captions and headings are used herein for convenience only, are not a part of the Subscription Agreement, and shall not be used in interpreting or construing the Subscription Agreement. If any provision of the Subscription Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Subscription Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in the Subscription Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the parties. No person or entity not a party to the Subscription Agreement will be deemed to be a third party beneficiary of the Subscription Agreement or any provision hereof. Leora Concept Ltd authorized resellers and distributors do not have the right to make modifications to the Subscription Agreement or to make any additional representations, commitments, or warranties binding on Leora Concept Ltd. No waiver or amendment of any term or condition of the Subscription Agreement shall be valid or binding on any party unless agreed to in writing by each party. Leora Concept Ltd failure to enforce any term of the Subscription Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. The Subscription Agreement may be executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under the Subscription Agreement due to force majeure events and acts beyond a party’s reasonable control, but only for so long as such conditions persist. Force majeure events may include: natural disasters; wars; terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, labor disputes; and acts of government.
- Contracting Party, Choice of Law and Location for Resolving Disputes. The applicable Leora Concept Ltd contracting entity, notice address, governing law and jurisdiction will depend on where the Customer is domiciled as set forth below, the channel through which the purchase was made, and the specific Services ordered or used. If Customer purchases the Services through the Site Order Systems or its channel (e.g. authorised representatives and distributors), then the Primer Motivation Analysis ® Systems entities listed below shall apply:
Leora Concept Ltd
1 Hova Villas
Brighton & Hove
England, United Kingdom.