1. General.
1.1 This Agreement governs your use of this web site and its associated
services (the "Web Service"), including interactive chat and
forum discussion areas (the "Interactive Areas"), which are
owned and operated by MyVicinity. and its
subsidiaries, affiliates, divisions and related companies ("MyVicinity").
1.2 MyVicinity reserves the right, in its discretion, to change or modify
all or any part of this Agreement at any time, effective immediately upon
notice published on the Web Service. Your use of the Web Service
constitutes your binding acceptance of these terms and conditions,
including any changes or modifications made by MyVicinity as permitted
above. If at any time the terms and conditions of this Agreement are no
longer acceptable to you, you should immediately cease use of the Web
Service and the Interactive Areas.
1.3
Advertisers with MyVicinity are accepted only on the basis of client
recommendation. MYvicinity reserves the right to suspend an advertisement
in the event of a justified and sustainable complaint by a client of the
advertising business. Normal termination of the service is by 3 months
notice in writing from either side.
1.4
Payment for work carried out on client instruction is strictly on invoice.
Where payment is withheld or delayed without just cause or reason MyVicinity reserves
the right to suspend display of advertising or websites until such payment
has been received in full. MyVicinity reserves the right pending payment
to place a default notice on domains.
1.5Where internet support is provided on a quarterly basis to sites within
the MyVicinity portal or external private domains the term shall be
recognised as renewable unless a minimum of three months written or
receipted email notice is provided by either party.
1.6
Copyright for the design of websites by MyVicinity or any of its agents
remains with MyVicinity and its agents unless specifically purchased by
the owner of the domain and a release certificate issued by Myvicinity or
its authorised agents. The client has exclusive rights to display the
design created by MyVicinity on the MyVicinity servers and during the contractual
period.
1.7
Domains purchased on behalf of clients will be released without charge
should the client wish to move server or provider. Domains will be
released without content subject to compliance with item 1.4
2. Use
of Content.
2.1 You acknowledge that the Web Service contains information, software,
photographs, audio and video clips, graphics, links and other material
that are protected by copyright, trademark or other proprietary rights of MyVicinity
or third parties, including but not limited to product names,
logos, designs, titles, and words or phrases which may be registered in
certain jurisdictions (collectively, the "Content"). You agree
to comply with any additional copyright notices, information, or
restrictions contained in any Content available on or accessed through the
Web Service. Users of the Web Service may use the Content only for their
personal, noncommercial use. Users of the Web Service wanting to use the
content for commercial use must obtain prior express written permission of
MyVicinity. All content remains the property of MyVicinity Communications
until specifically released with any outstanding accounts cleared.
2.2 You may not modify, publish, transmit, transfer, sell, reproduce,
create derivative works from, distribute, perform, display, or in any way
exploit any of the content, in whole or in part, except as otherwise
expressly permitted in this Agreement. Content consisting of downloadable
software may not be reverse-engineered unless specifically authorized by
the owner of the software’s patent and or copyright. Subject to the
provisions of this Agreement, you may post on the Web Service any content
owned by you (such as your original statements), content for which you
have received express permission from the owner, and content in the public
domain. You assume all right and responsibility for determining whether
any content is in the public domain. You grant to MyVicinity the right to
edit, copy, publish, distribute, translate and otherwise use in any medium
and for any purpose any content that you place on the Web Service without
compensation to you. You represent and warrant that you are authorized to
grant all rights set forth in the preceding sentence.
2.3 You
may not download content on this web site that is indicated to be for sale
except under the terms of the sale. Such content is the protected and
copyrightable property of MyVicinity. "Free" content may be
downloaded for your personal use or noncommercial distribution consistent
with the terms defined in this Agreement. When using both purchased and
"free" content, you will maintain and include all copyright and
other notices contained in such content. Except as expressly permitted by
the copyright laws, no copying, storage, redistribution or publication of
any content is permitted without the express permission of MyVicinity or the
owners of such content or their authorized persons if other than MyVicinity.
3. Rules of Conduct. You shall not post on the Web Service any content
which (a) is libelous, defamatory, obscene, pornographic, abusive,
harassing or threatening; (b) contains viruses or other contaminating or
destructive features; (c) violates the rights of others, such as content
which infringes any copyright, trademark, patent, trade secret or violates
any right of privacy or publicity; or (d) otherwise violates any
applicable law or reputation. You may not post on the Web Service any
links to any external Internet sites that are obscene, pornographic or
advertising another website or service not previously recommended to and
already placed as paid advertising space on MyVicinity. Links may only be
internal to MyVicinity. You
shall not use the Web Service for any commercial purpose not expressly
approved by MyVicinity, nor shall you distribute any advertising or
solicitation of funds or goods and services or solicit users to join
competitive online services.
4. Managing Content. MyVicinity does not and cannot review all the content
posted by users on the Web Service and is not responsible for such
content. However, MyVicinity reserves the right to delete, move or edit any
content (including content posted in any Interactive Area) that it may
determine, in its sole discretion, violates or may violate this Agreement
or is otherwise unacceptable. You shall remain solely responsible for all
content posted by you. MyVicinity shall have the right but not the
obligation, to correct any errors or omissions in any content, as it may
determine in its sole discretion.
5. No Endorsement.
5.1 MyVicinity does not represent or endorse the accuracy or reliability of
any content posted on any Interactive Area or advertising business
website and you acknowledge that any
reliance upon such content shall be at your sole risk. Any content placed
on any Interactive Area by users are the views of the user posting the
statement, and do not represent the views of MyVicinity or its advertisers
or sponsors.
5.2 The Web Service may contain links to sites on the Internet, which are
owned and operated by third parties (the "External Sites"). You
acknowledge that MyVicinity is not responsible for the availability of, or
the content located on or through any External Site. You should contact
the site administrator or Webmaster for those External Sites if you have
any concerns regarding such links or the content located on such External
Sites.
6. Indemnity. You agree to indemnify, defend and hold MyVicinity and its
affiliates, and their respective officers, directors, owners, agents,
information providers and licensors (collectively, the "MyVicinity
Parties") harmless from and against any and all claims, liability,
losses, costs and expenses (including legal fees) incurred by any MyVicinity
Party in connection with any use or alleged use of the service under your
user name by any person, whether or not authorized by you. MyVicinity reserves the right, at your expense, to assume the exclusive defence and
control of any matter otherwise subject to indemnification by you, and in
such case, you agree to cooperate with MyVicinity’s defence of such claim.
7. Termination of Service. MyVicinity reserves the right, in its sole
discretion, to restrict, suspend or terminate your access to all or any
part of the Web Service, including the Interactive Areas, at any time for
any reason without prior notice or liability. MyVicinity may change, suspend
or discontinue all or any aspect of the Web Service at any time, including
the availability of any feature, database, or Content (including the
Interactive Areas), without prior notice or liability.
8.
Specifically MyVicinity reserves the right to terminate or suspend any
website contained on the portal MyVicinity where it has reason to believe,
assume or has been informed that a consistently poor service is
being offered to customers or that fair and honest trading is being
breached. Immediate termination of services will take place in the event
of any non payment of invoice. Suspension of service will be implemented
in the event of delayed payment of invoice without due cause or reason.
9. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
9.1.1 NEITHER MyVicinity NOR ANY PROVIDER OF THIRD PARTY CONTENT OR THEIR
RESPECTIVE AGENTS WARRANTS THAT THE WEB SERVICE WILL BE UNINTERRUPTED OR
ERROR FREE; NOR DOES MyVicinity, ANY THIRD PARTY CONTENT PROVIDER, OR THEIR
RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM
USE OF THE WEB SERVICE OR THE CONTENT. THE WEB SERVICE AND THE CONTENT ARE
DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NEITHER MyVicinity,
THIRD PARTY CONTENT PROVIDERS, NOR THEIR RESPECTIVE AGENTS MAKE ANY
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE WEB SERVICE, ANY
CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE WEB SERVICE. NEITHER MyVicinity
NOR ANY THIRD PARTY CONTENT PROVIDER WARRANTS THAT ANY FILES
AVAILABLE FOR DOWNLOADING THROUGH THE WEB SERVICE WILL BE FREE OF VIRUSES
OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE
ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU.
9.2. NEITHER MyVicinity NOR ANY THIRD PARTY CONTENT PROVIDER OR THEIR AGENTS
SHALL BE LIABLE FOR ANY ACT, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
9.3. SOME COUNTRIES DO NOT ALLOW EXCLUSION OR IMPLIED WARRANTIES OR
LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE
ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE
LIABILITY OF MyVicinity, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE
AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. INVESTOR INFORMATION. Investor relations materials on this web site are
provided for convenience only, and speak only as of their original date or
the date specified therein. Available information may change at any time
and may not be reflected on this web site. MyVicinity disclaims any
responsibility to update this web site.
11. FORWARD-LOOKING STATEMENTS. The statements contained in this site and
other materials accessible through these pages that are not historical in
nature are forward- looking statements that involve risks and
uncertainties. Although management of MyVicinity ES believes that its
expectations are based upon reasonable assumptions within the bounds of
its knowledge of MyVicinity's business, there can be no assurance that the
Company's financial goals will be realised. Numerous factors may affect
the Company's actual results and may cause results to differ materially
from those expressed in forward-looking statements made by or on behalf of
the Company. Factors that could cause actual results to differ materially
include fluctuations in advertising revenue with general economic cycles;
management's ability to identify, finance, complete and integrate
acquisitions; the performance of Internet/Broadband trade shows and
conferences; the seasonality of revenue from publishing and trade shows
and conferences; the success of new products; increases in paper and
postage cost; the infringement or invalidation of MyVicinity's intellectual
property rights; and the factors listed from time to time in MyVicinity's
reports via Bytesize Communications Limited filed with the Companies House
UK. MyVicinity does
not undertake any obligation to publicly update or revise any
forward-looking statements in this site whether as a result of new
information, future events or otherwise.
12. MISCELLANEOUS. This Agreement shall be construed in accordance with
the laws of the European State, Spain and the UK, and the parties
irrevocably consent to bring any action to enforce this Agreement in the
Country or State courts located in Spain and the UK or the European Court
of Justice. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof, and supersedes all
previous written or oral agreements between the parties with respect to
such subject matter. All provisions hereof shall survive any termination
of this Agreement as well as any other revisions which by their terms or
sense are intended to survive.
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