1.1. In these Terms, the following terms shall have the meanings assigned to them:
‘Content’ documents, materials, text, images, photos, audio, video and all forms of data, media or communication in our Site;
‘Third Party Content’ content that is made available on our Site by parties other than us;
‘Third Party Site’ any internet web site not controlled by us;
‘User’ anyone who in any way accesses, browses or uses our Site;
“you” means you, the person accessing, browsing or using our Site;
‘Your Account’ any account relating to our Site which is created by you for your use in accordance with these terms.
2. Accessing Our Site
2.1. Access to our Site is permitted on a temporary basis and we reserve the right to:
(a) withdraw or amend any service we provide on our Site without notice; and
(b) restrict access to some or all of our Site at our discretion.
2.3 You should let us know immediately of any actual or threatened unauthorised use of your log-on ID or other actual or potential security breach of which you become aware.
2.4. It is your responsibility to ensure your computer system meets all the necessary technical specifications to enable you to access and use our Site and is compatible with our Site. You are also responsible for ensuring that all persons who access our Site through your internet connection are aware of and comply with these terms.
2.5 We cannot guarantee the continuous, uninterrupted or error-free operability of the Site. There may be times when certain features, parts or content of the Site, or the entire Site, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Site, or any features, parts or content of the Site.
3. Conditions Of Use
3.1. You are solely responsible for your conduct and any Content that you submit, post or upload and you are also responsible for all acts or omissions that occur under Your Account made by you. By way of example, without limitation, you agree not to:
(a) publish, distribute and / or disseminate any harmful, obscene, indecent, unlawful, libellous, profane, defamatory, infringing, inappropriate, hateful, or racially, ethnically or otherwise objectionable material, information or content;
(b) upload, post or disseminate Content or use our Site in any way that infringes any third party or intellectual property right;
(c) transmit, email or post any material that contains in any form software viruses or such programs as including but not limited to, Trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(d) disseminate any unsolicited or unauthorised advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other mass messaging;
(e) modify, adapt, reverse engineer, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Content (other than Your Account), except as expressly authorised by us;
(f) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Site or any Content;
(g) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on the Site’s technology infrastructure; or
(h) remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Content, or features that enforce limitations on the use of our Site.
3.2 We may impose limits on certain features of our Site or restrict your access to parts or all of it without notice or liability to you.
3.3 You may not (directly or indirectly):
(a) copy any part of the Site (except to the extent that this occurs automatically in the normal course of your accessing our Site using a browser); or
(b) modify, translate or otherwise create derivative works from any part of the Site.
3.4 We do not guarantee that any particular Content will be made available via our Site. We do not (and have no obligation to) monitor the use of the Site or any Content uploaded to it by users.
4. Reliance On Information Posted
4.1. Content posted on the Site is not intended to amount to advice on which reliance should be placed. In addition to the limitations contained in these terms, we disclaim all liability and responsibility arising from any reliance placed on such content by any User, or by anyone who may be informed of any of its contents.
5. Intellectual Property Rights & Copyright
5.1. All intellectual property rights in any Content on our Site (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors.
5.2. Valassis grants you a non-exclusive licence to use and access our Site and its Content solely for your own personal use provided that you shall not copy or make any part of our Site or its Content available for access or use by any other person, except as expressly permitted by these terms of otherwise expressly authorised by us.
5.3 Except to the extent as expressly set out in these terms, you are not being given any rights in respect of any intellectual property rights owned by us or our licensors and you acknowledge that you do not acquire any ownership of, or other rights in relation to, any such intellectual property rights by downloading any Content from our Site.
5.4. Subject to clauses 5.5 and 5.6, You may not post, modify, distribute, or reproduce in any way any Content or copyright material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of us or where applicable, the owner of such proprietary rights.
5.5. You may print off one copy and may download extracts of any page(s) from the Site for your personal use and reference only.
5.6. Our status (and that of any identified contributors) as the authors of the Content must always be acknowledged.
5.7. If you print off, copy or download any part of the Site in breach of these terms, your right to use the Site will cease immediately and you must, at our request, return or destroy any copies of the Content that you have made.
6. Uploading To Our Site
6.1. Whenever you make use of a feature that allows you to upload Content to the Site or to make contact with other Users of the Site, you shall ensure that any such contribution complies with these terms.
6.2. If you upload Content to the Site, you retain any intellectual property rights you may have in any such Content, however you agree to grant us, our affiliates any anyone else permitted by us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to copy, adapt, create derivative works from and communicate to the public all such Content (in whole or part) and/or to incorporate it in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author of such Content.
6.3. By submitting any Content to or via the Site, you will indemnify us and our affiliates and licensees, from all claims, liabilities and losses that arise from:
(a) any claim that any Content provided by you infringes the intellectual property rights of a third party or is otherwise illegal or unlawful;
(b) any breach by you of these terms;
(c) any breach of these terms by any person accessing the Site under your log-on ID.
6.4. We have the right to remove your Content if, in our opinion, it does not comply with these terms.
7. Links To & From Our Site
7.1. You may not link to the Site without our prior, express written consent and if this is given you must not provide a link which may:
(a) damage our reputation or take advantage of it; or
(b) suggests any form of association, approval or endorsement on our part.
7.2. You must not establish a link from any website that is not owned by you.
7.4. We do not screen, verify or endorse any Third Party Content and cannot vouch for its accuracy. Where our Site contains links to other sites or resources provided by third parties, these links are provided for your information only and you agree that we are not responsible for any loss or damage that may arise from your use of or reliance on it.
7.5. You may not distribute, sell, rent, sub-license, lease or make available any Third Party Content made available through our Site.
7.6 Our Site may, from time to time, include links to external websites. We have included these links to provide you with access to information and services that you may find useful or interesting. We have no control over the content of these websites or for anything provided by them and do not guarantee that they will be continuously available. We accept no responsibility for these websites or for any loss or damage that may arise from your use of them. The fact that we include links to such external website does not imply any endorsement of or association with their operators.
8.1. We will use all reasonable endeavours to ensure that our Site is available for use for as much of the time as possible, but we do not guarantee that it will be available all of the time and, in particular, it may be unavailable from time to time due to scheduled maintenance or upgrades or for reasons outside our control (such as failures of internet access).
8.2 We do not give or enter into any condition, warranty or other term to the effect that the Site:
(a) is or will be available all of the time;
(b) is or will be free from defects; or
(c) will comply with any particular standards.
8.3 Except as expressly set out in these terms, no implied conditions, warranties or other terms including any implied term relating to satisfactory quality or fitness for purpose, will apply to the Site or to any service provided by us via the Site.
8.4 We shall not be liable to you for any loss of profits, goodwill or other intangible losses (even if Valassis has been advised of the possibility of such damages) or for any indirect, special or consequential loss or damage, whether such loss or liability arises due to negligence, breach of contract, misrepresentation or for any other reason.
8.5. Nothing in these terms shall limit or exclude our liability to you for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation or any other liability that may not be excluded or limited by law. In no event shall we be liable to you for any business losses and any liability we do have for losses you suffer is strictly limited to losses that were a direct and reasonably foreseeable result of our default.
9. Hold Harmless & Indemnity
9.1. You agree to indemnify, defend and hold harmless Valassis against all losses incurred or suffered or for which it becomes liable howsoever arising in result or in connection with any third party claim resulting from:
(a) your access to, or use of our Site;
(b) your breach of these terms; and
(c) any infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.
of any person or entity.
9.2. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10. Privacy & Personal Information
11.1. These terms may be modified by us at any time. When changes are made, we will notify you by making the revised version available on the Site. You should revisit these terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon posting to the Site.
11.2. Your continued use of the Site after any posted modification to these terms indicates your acceptance of any modifications.
12. Entire Agreement
12.1This agreement forms the entire understanding between you and us relating to the use of the Site and supersedes all previous agreements, understandings and representations relating to the Site. Each of us acknowledges that it has not relied on any representations of the other in entering into this agreement except for such representations as are expressly set out in this agreement.
12.2This clause shall not exclude the liability of either of us for fraud or fraudulent misrepresentation.
13. Governing Law & Jurisdiction
13.1. These terms and use of the Site, shall be governed by English law and you agree that any dispute between us regarding them or the Site will only be dealt with by the English courts. Nothing shall prevent us from bringing proceedings to protect our intellectual property rights before any competent court.
14. Your Concerns
14.1. Please submit any questions you have about these terms or any problems concerning the Site please contact firstname.lastname@example.org or write to the Marketing Manager at Valassis Limited, Weldon House, Corby Gate Business Park, Priors Haw Road, Corby, Northants., NN17 5JG England.