1.1 The Site and the AMEL Interactive Services may include, but are not limited to, the provision of a platform whereupon user-generated-content (‘UGC’) may be uploaded, posted and accessed including but not limited to a discussion and posting forum to enable AMEL Customers to share their views and issues with others (“AMEL E-Helpers Forum”) which may include text, reviews, articles, images, graphics, photos, stories, audio, video, software, audiovisual combinations as well as interactive features (including file-sharing facilities by way of the social media icons where applicable) and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on the Site for Your use and for the use by a AMEL User to the extent permitted by the functionality of the Site.
1.2 By using any of the AMEL Interactive Services and the Site, You expressly agree to be bound by these Terms and all applicable laws and regulations governing the Site and the AMEL Interactive Services. These Terms form a legally binding agreement between You and AMEL and applies to all AMEL Users of the Site who may also be contributors of UGC posted on the Site.
1.3 You should read these Terms carefully and ensure that You understand the effect before proceeding to use the Site. If You disagree with any part of these Terms, do not use the Site. If You violate these Terms (specifically including any unauthorised access to the IFS Hub and the AMEL E-Helpers Forum), AMEL may terminate Your use of the Site, bar You from future use of the Site and/or take appropriate legal action against You. AMEL reserves the right to change these Terms at any time without notice, effective immediately upon posting on the Site. Please check this page of the Site periodically. You agree that AMEL will treat Your use of the Site and/ or the AMEL Interactive Services as acceptance of the Terms including Your continued use subsequent to any changes being posted on the Site.
2. IP LICENCE
2.1 When using the Site and the AMEL Interactive Services, if You make use of a feature that allows You to publish any UGC via the Site by way of uploading text, comments, links, photos or otherwise contributing to publicly accessible areas of the Site, You automatically grant:
(a) to AMEL, a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the AMEL Interactive Services, including without limitation the promotion and redistribution of all or part of Your UCG (and derivative works thereof) in any media formats and through any media channels;
(b) to each AMEL User, a worldwide, irrevocable, non-exclusive, royalty-free licence to access Your UGC through the Site and the AMEL Interactive Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC to the extent permitted by the functionality of the AMEL Interactive Services and under these Terms.
‘Publicly accessible’ areas of the Site are intended by AMEL to be available to all AMEL Users of the Site as well as AMEL (save for that UGC which can be accessed indirectly via the worldwideweb search engines), however, enhanced functionality shall be restricted to those AMEL Customers who are either subject to support plans or who have been granted such as an exception for promotional or other purposes. Such enhanced functionality shall include access to the knowledge base database wherein common software issues and their possible resolutions reside (“IFS Hub”) as well as the AMEL E-Helpers Forum.
2.2 Unless terminated (or suspended) for reasons such as those set out in the Licence or unless AMEL is no longer providing the AMEL Interactive Services to You or You wish to cancel Your registration, the above IP Licences granted by You shall continue. You cannot remove Your UGC once You have posted it on the Site. If You do require something to be removed for legal reasons, You must contact AMEL by email to firstname.lastname@example.org request removal or deletion of the UGC or cancellation of Your registration. For the avoidance of doubt, AMEL’s decision to remove any UGC shall be made at its sole discretion. AMEL reserves the right to remove any UGC at any time and for any reason, disclosure of which is also at AMEL’s sole discretion.
2.3 AMEL does not guarantee any confidentiality with respect to UGC and You understand and agree that You are solely responsible for Your own UGC and the consequences of posting or publishing it. AMEL do not claim ownership of the UGC You submit or make available for inclusion on the Site. You retain all of Your ownership rights in Your UGC but You grant the limited irrevocable IP Licences set out in Clause 2.1 (a) and (b).
3. AMEL CONTENT ON THE SITE With the exception of UGC submitted to the Site by You, all other content and the selection and arrangement of such content on the Site constitutes “AMEL Content” (including all content pertaining to the IFS Hub) and is either owned by, or licensed to, AMEL and is subject to copyright, trade mark rights, and other intellectual property rights of AMEL and licensors of AMEL. Such AMEL Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on AMEL Content not uploaded or posted by You are trade or service marks of their respective owners. Such AMEL Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of AMEL or, where applicable, the licensors of AMEL. AMEL and/ or its licensors reserve all rights not expressly granted in and to their AMEL Content.
4. COPYRIGHT LICENCE We will terminate the privileges of any AMEL User who uses this Site to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, AMEL Users who submit UGC to this Site must ensure that the UGC they upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by the AMEL User that they have used this Site as an instrument of unlawful infringement, We will terminate the infringing AMEL User’s rights to use and/or access this Site. We may, also in our sole discretion, decide to terminate a AMEL User’s right to use or access the Site prior to that time if We believe that the alleged infringement has occurred.
5. VERIFICATION AND REGISTRATION
5.1 Where You are asked to input Your information in order to become an AMEL Customer or an AMEL Consultant (or where AMEL provide You with temporary access), You will chose and insert a username (“Username”) in to the registration form. You will immediately receive a confirmation email upon registering (“Registration Confirmation Email”).
5.2 The information that You provide to AMEL shall be verified internally. Upon successful verification, Your account will be activated and You shall receive a further email from AMEL with a password (“AMEL Password”). All details submitted by You must be true, accurate and complete. Your Username and AMEL Password shall together constitute Your login (“AMEL Login”).
5.3 As a potential AMEL Consultant, it is in AMEL’s absolute discretion to decide if You qualify (or continue to qualify) as an AMEL Consultant.
5.4 You will keep Your AMEL Login relevant to the Site and the Interactive Services confidential and not reveal it to anyone else. You are responsible for all activities that are carried out under Your AMEL Login. We do not have the means to check the identities of people or businesses using the Site and will not be liable where Your AMEL Login is unlawfully used by another. You agree to notify AMEL immediately by email to email@example.com of any unauthorised use of Your AMEL Login of which You become aware (with “IMPORTANT” in the subject line). You will not create additional logins/ accounts for the purpose of abusing the functionality of the Site or other registered AMEL Users or for any other reason in breach of this Licence.
5.5 As an AMEL Member, You will be identified by Your Username, which shall be publicly displayed to other AMEL Members with whom You make contact via the Site by way, for example, partaking in the AMEL E-Helpers Forum.
5.6 You can cancel Your relationship with AMEL in accordance with the terms of Your respective agreement with AMEL i.e. pursuant to Your Consultancy Agreement or Your Customer Service Terms. Upon termination, Your AMEL Login shall be deactivated.
5.7 Although AMEL cannot monitor the conduct of AMEL Members off the Site, it is a violation to use any information obtained from this Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any AMEL Member without their prior explicit consent.
5.8 You may not transfer ownership or sell Your AMEL membership to a third party.
5.9 AMEL Members who do not comply with this Licence may be subject to review, which can result in suspension of AMEL Member privileges and/or termination. This includes all AMEL Members by virtue of association. AMEL reserves the right to suspend the use of the Site for an AMEL Member pending the outcome of an investigation relating to a Complaint or a breach of this Licence.
6. GENERAL RESTRICTIONS ON USE Subject to the following express restrictions, AMEL grants You permission to access and use the Site and the AMEL Interactive Services. You may view Site pages, download Site pages (for caching purposes only) and print Site pages (excluding Site images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:
(a) not to sell, license, rent, distribute or otherwise exploit any UGC or AMEL Content (including any IFS Hub content) for any other purposes without the prior written consent of AMEL or the respective licensors of the UGC or the AMEL Content;
(b) not to disclosed the contents of any Quote generated via the Site in response to a request;
(c) not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the Site or the AMEL Interactive Services, including but not limited to any UGC or AMEL Content, in any medium without AMEL’s prior written authorisation, unless AMEL makes available the means for such activity through the functionality offered by the AMEL Interactive Services;
(d) not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
(e) not to establish a link to our Site in any website that is not owned by You;
(f) not to alter or modify any part of the Site or any of the AMEL Interactive Services or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(g) not to access UGC or AMEL Content through any technology or means other than the Site itself or such other means as AMEL may explicitly designate for this purpose;
(h) not to access or attempt to use the AMEL Login of other AMEL Users or penetrate or attempt to penetrate AMEL’s security measures;
(i) not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Site or the AMEL Interactive Services or features that (i) prevent or restrict use or copying of UGC or AMEL Content; or, (ii) enforce limitations on the use of the AMEL Interactive Services or the accessible UGC or AMEL Content.
(j) not to use any area of the Site or the AMEL Interactive Services for any commercial purposes other than as expressly permitted in this Licence. You must obtain our prior written consent to make commercial offers of any kind, whether by advertising, marketing, solicitations, links, or any other form of communication. We will investigate and take appropriate legal action against anyone who breaches this provision, including without limitation, removing the offending communication from the Site and barring anyone breaching this provision from future use of the Site and the AMEL Interactive Services. We reserve the right to block access to this Site with respect to any AMEL User who is known or reasonably believed tobe (or is associated with any person who is known or reasonably believed to be) acting unlawfully, or breaching these Terms, or infringing AMEL’s rights. Breaching any terms on the Site will be deemed to be a breach of the Licence.
(k) not to use the Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
(l) not to attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site;
(m) not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any AMEL User of the Site or the AMEL Interactive Services;
(n) not attack our Site via a denial-of-service attack or a distributed denial-of service attack.
By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use our Site will cease immediately.You are responsible for configuring Your information technology, computer programmes and platform in order to access our Site. You should use Your own virus protection software.
7. PROHIBITED CONTENT The following is a partial list of content which is illegal or prohibited on the Site. You agree that You will not submit any UGC to the Site (or via the Site) or in any way connected with the Site, that:
(a) is patently offensive to the online community, such that it promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(b) could be harmful to minors or vulnerable adults;
(c) could be seen to incite abusive behaviour to another person or harasses or advocates harassment of another person;
(d) involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;
(e) promotes information that You know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
(f) promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices;
(g) contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
(h) displays pornographic or sexually explicit material of any kind;
(i) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits Personal Data from anyone under 18;
(j) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
(k) solicits passwords or personal identifying information for commercial or unlawful purposes from other AMEL Users; and,
(l) engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes.
9. AVAILABILITY AND SECURITY OF THE SITE
9.1 AMEL does not warrant the validity and accuracy of information on the Site or the AMEL Interactive Services (including the IFS Hub) or that the Site is kept up-to-date. The Site and its content and the AMEL Interactive Services are delivered on an “as-is” and “as-available” basis. AMEL shall use reasonable endeavours to ensure that the Site, the AMEL Interactive Services and any information it holds on You are kept secure. However, due to the nature of the internet, AMEL does not represent or warrant to You that:
(a) Your use of the Site and/ or the AMEL Interactive Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Site or any content, search or link on it;
(b) Your use of the AMEL Interactive Services will meet Your requirements;
(c) any information obtained or downloaded by You as a result of Your use of the AMEL Interactive Services will be accurate, reliable or free of viruses or contamination or destructive features;
(d) Your shared UGC will not be used by a third party in various ways;
(e) there will not be any defects in the operation or functionality of any software provided to You as part of the AMEL Interactive Services; and,
(f) those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.
10. HYPERLINKS AND SEARCH RESULTS The Site may contain hyperlinks or produce search results that reference or link to third party sites throughout the World Wide Web. These are provided for Your ease of reference only and AMEL do not endorse such websites or accept any responsibility for the content of such websites and cannot therefore guarantee, represent or warrant that the content contained in the websites is accurate, legal and/or inoffensive or that they will not contain viruses or otherwise impact Your computer. By using the Site to search for or link to another website, You agree and understand that You may not make any claim against AMEL for any damages or Losses, whatsoever, resulting from Your use of the Site to obtain search results or to link to another website. AMEL advises You to read the terms and conditions including the privacy, cookie and other website policies of any other website that You visit. AMEL will not be liable for any loss or damage that may arise from your use of such links. “Losses” in this Licence shall be understood to mean any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
11. QUOTATION All information provided in respect of an AMEL Customer seeking a quotation for support via the Site must be true, accurate and complete (the “Quote”). Any quote proffered by AMEL shall be subject to the relevant Customer Service Terms accompanying the Quote. The Quote shall remain open for acceptance for a period of thirty (30) days. The Quote and the accompanying Customer Service Terms are considered to be confidential information and shall not be shared or disclosed to any third party including potential AMEL competitors as shall be determined by AMEL alone. If We are informed of any disclosures, or discover any disclosures, in breach of the Terms expressly provided for herein, We shall investigate and take appropriate legal action against the person or company in breach as We see fit. You will indemnify AMEL in full for any Losses arising from Your breach of this confidentiality obligation.
12. NON-CIRCUMVENTION Upon receipt of a Quote from AMEL, the assigned AMEL Consultant and the relevant AMEL Customer hereby (jointly and individually) legally and irrevocably covenant to AMEL that it will not cause (or in part contribute to causing) the circumvention or avoidance of the payment of any applicable fees to AMEL, by entering into business support transactions outside of the Site and the AMEL business that originated by way of a Site enquiry for a Quote and which results in the loss of actual or potential business opportunity or revenue for AMEL or otherwise results in any form of financial return or considerations to, or for the benefit of, the other party or any other company or third party thereby causing a detriment to AMEL. In the event of AMEL being circumvented, AMEL shall be entitled to a legal monetary penalty equal to maximum considerations or applicable fees as reasonably determined by AMEL or a court of competent jurisdiction plus any or all Losses incurred in recovering the lost revenue by way of applicable fees or otherwise. The obligations contained in this Clause shall continue without limit of time.
13. SUSPENSION AND TERMINATION
13.1 You acknowledge that AMEL has no obligation to monitor any UGC provided by AMEL Users. You further understand and agree that in AMEL’s sole discretion, and without prior notice, AMEL may terminate its Licence with You and may therefore choose to suspend or terminate Your access to the Site and the AMEL Interactive Services at any time or exercise any other remedy available and modify or delete any unauthorised UGC, if AMEL believes that the UGC You provided has violated or is inconsistent with the Licence or has violated the rights of AMEL or a AMEL User. Notwithstanding this, You are solely responsible for, and bear the legal risk associated with such UGC anywhere in the world.
13.2 AMEL may release AMEL User information about You if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.
13.3 You agree that monetary damages may not provide a sufficient remedy to AMEL for violations of these Terms and You consent to injunctive or other equitable relief for such violations.
13.4 You acknowledge and agree that to improve the Site and/ or the AMEL Interactive Services, AMEL may stop (permanently or temporarily) providing the AMEL Interactive Services (or any features within the AMEL Interactive Services) to You generally at AMEL’S sole discretion, without prior notice to You.
14. AMEL USER WARRANTIES
14.1 You represent and warrant that:
(a) You have (and will continue to have whilst the UGC remains posted on the Site) all necessary licences, rights, consents, and permissions which are required to enable AMEL to use or display Your UGC in the manner contemplated by these Terms;
(b) You are happy to share Your UGC with AMEL Users as the case may be who access and/ or register on the Site where applicable;
(c) You will not post nor upload any UGC which contains material which is unlawful for You to possess, or which it would be unlawful for AMEL to use or possess in connection with the provision of the AMEL Interactive Services; and,
(d) the UGC that You submit to AMEL will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless You have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant AMEL the IP Licence referred to in Clause 2 above.
15.1 Nothing in this Clause 15 shall exclude or restrict liability for: fraudulent misrepresentations; any liability where the law does not permit such exclusion of liability; and, death or personal injury arising from negligence.
15.2 AMEL shall not be in breach of any of its obligations under these Terms which arise or occur due to the act, omission, default of You or Your failure to comply with any of Your obligations.
15.3 Subject to Clause 15.1, AMEL shall not be liable to You in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation suffered by You arising from Your use of the Site and/ or the AMEL Interactive Services or, any loss or damage which may be incurred by You as a result of:
(a) any breach by You of these Terms or breach of warranty by You or the acts or omissions of You including Your use of, or inability to use, the Site and/ or the AMEL Interactive Services;
(b) any reliance placed by You on the completeness, accuracy or existence of any UGC including AMEL Content. For the avoidance of doubt, the content available from accessing the IFS Hub or the AMEL E-Helpers Forum is for informational purposes and discussion purposes respectively only and as it forms AMEL Content, AMEL shall be not be responsible for it under any circumstances in accordance with this Clause;
(c) any changes which AMEL may make to the AMEL Interactive Services, or for any permanent or temporary cessation in the provision of the AMEL Interactive Services (or any features within the AMEL Interactive Services);
(d) the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through Your use of the AMEL Interactive Services;
(e) the availability of third party sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources; and,
(f) the acts, omissions and conduct of any AMEL Users in connection with or otherwise related to Your use of the Site and/ or the AMEL Interactive Services.
15.4 The limitations on AMEL’s liability to You in this Clause 15 shall apply whether or not AMEL has been advised of, or should have been aware of, the possibility of any such Losses arising.
15.5 You shall indemnify and hold harmless AMEL on demand, and shall keep AMEL fully and effectively indemnified against any and all Losses incurred by or asserted against AMEL, arising out of or in connection with:
(a) any breach of the Licence by You or the acts or omissions of an AMEL Member (other than and to the extent that any losses arise directly from breach of these Terms by AMEL or through AMEL’s negligence);
(b) any action or claim that any part of the UGC uploaded by You to the Site is infringing the intellectual property rights of a third party or is deemed inappropriate content;
(c) any breach by a third party arising out of Your use of the Site and/ or the Interactive Services; and,
(d) any breach of AMEL’s intellectual property rights in respect of any unlawful disclosure of IFS Hub content in breach of this Licence.
15.6 Different limitations and exclusions of liability will apply to liability arising from the Consultancy Agreement or the Customer Service Terms which are set out in the relevant document as between You and AMEL.
15.7 Except as expressly set out in these Terms, AMEL gives no warranties and excludes all other express or implied terms, conditions and warranties including also any implied warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by law.
17. ASSIGNMENT These Terms shall be personal to You and You may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without the prior written consent of AMEL. AMEL reserves the right to assign or transfer all or any of its rights and obligations under these Terms to any companies in the same group as AMEL or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Site.
18. NO WAIVER Failure by either AMEL or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
19. THIRD PARTY RIGHTS You may enforce these Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999). Except as provided above, these Terms do not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.
20. LAW AND JURISDICTION If You are not happy with the way AMEL deal with any dispute or disagreement between You and AMEL and You want to take court proceedings, You must do this within England. Relevant English law will apply to the Licence and the relevant courts of England will have exclusive jurisdiction in relation to these Terms.TopTop