Terms of use.

Spendsquare Limited ("Spendsquare," "we," "our," or "us") offers a range of motivational, and organisational tools available online, including but not limited to www.motifications.com (the "Websites"), and Motifications mobile and desktop applications (the "Apps"). We refer to these collectively as the "Service".

Please read these Terms of Use ("Terms") carefully before using our Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.

You ("you," "your") means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity then you are not permitted to use the Service.

BY ACCESSING OR USING THE SERVICE YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DISAGREE WITH ANY PART OF THE TERMS THEN YOU ARE NOT PERMITTED TO USE THE SERVICE.

To use the Service you must be at least 13 years of age and competent to agree to these Terms. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If Motifications has previously prohibited you from accessing or using the Service, you are not permitted to access or use the Service.

Access

To access the Service, you must register for an Motifications account ("Account"). You agree to provide us with accurate, complete, and current registration information about yourself. To create an Account you must create a password. It is your responsibility to ensure that your password remains confidential and secure. You may not share your Account credentials or make your Account available to anyone else.

By registering, you agree that you are fully responsible for all activities that occur under your Account and password. We may assume that any communications we receive under your Account have been made by you.

Please note that if you register for an Motifications Account using an email address from your employer or another entity, then (i) You will be deemed to represent such party, (ii) Your click to accept will bind your employer or that entity to these terms, and (iii) The word “you” in these terms will refer to your employer or that entity.

Unauthorised use

You are responsible for notifying us at support@motifications.com if you become aware of any unauthorised use of or access to your Account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account. Spendsquare will not be liable for any loss, damages, liability, expenses or legal fees that you may incur as a result of someone else using your password or Account, either with or without your knowledge and/or authorisation, and regardless of whether you have or have not advised us of such unauthorised use. You will be liable for losses, damages, liability, expenses and legal fees incurred by Spendsquare or a third party due to someone else using your Account.

Loss of account access

In the event that you lose access to an Account, Spendsquare reserves the right to request any verification it deems necessary before restoring access to or providing information about such Account in its sole discretion.

By accessing or using the Service, you agree to adhere to the following usage limitations:

1. you shall use the Service only for lawful purposes and in accordance with all applicable laws and regulations;

2. you shall not attempt to gain unauthorised access to any portion or feature of the Service, or any other systems or networks connected to the Service;

3. you shall not interfere with, disrupt, or attempt to interfere with or disrupt the operation of the Service or any servers or networks connected to the Service;

4. you shall not impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity;

5. you shall not sell, sub-license and/or otherwise commercialise any Service material;

6. you shall not use the Service in any way that is, or may be, damaging to the Service, or to any person or business entity;

7. you shall not use any automated means, including without limitation, bots, scrapers, or spiders, to access or collect data from the Service without our prior written consent;

8. you shall not use the Service to engage in any advertising or marketing;

Certain areas of the Service are restricted from access by you and we may further restrict access by you to any areas of the Service, at any time, in its sole and absolute discretion. We reserve the right to terminate your access to the Service if you violate any of these usage limitations, without prior notice or liability.

General

In these Terms, "Your Content" shall mean any audio, video, text, images or other material you choose to display on the Service. Your Content must be your own and must not be infringing on any third party’s rights. Spendsquare reserves the right to remove any of Your Content from the Service at any time, and for any reason, without notice.

Third-party Applications and Your Content

If you enable third-party applications for use in conjunction with the Service, you acknowledge that Spendsquare may allow the providers of those third-party applications to access Your Content as required for the interoperation of such third-party applications with the Service. Spendsquare shall not be responsible for any disclosure, modification or deletion of Your Content resulting from any such access by third-party application providers.

The Service is owned and operated by Spendsquare Limited and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Spendsquare Limited and its partners, as well as other sources, and are protected by European copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. Other than Your Content, which you may have opted to include on the Service, under these Terms, we and/or our licensors own all rights to the intellectual property and material contained on the Service, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on the Service.

The Service may have certain features that allow you to submit comments, and other materials (collectively, "Feedback") to Spendsquare. By submitting Feedback through the Service, you grant Spendsquare a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose without restriction or compensation to you.

You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that Spendsquare does not control, and is not responsible for, User Content or Feedback, and that by using the Service, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.

For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy. You should read our Privacy Policy and you will be taken to have accepted that policy when you accept these Terms.

If you decide to buy our Service, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

All purchases made through Spendsquare are processed securely by Stripe Inc., a third-party payment processor. By making a purchase, you agree to Stripe’s terms of service and privacy policy, which can be found on their website. You authorise us to charge your chosen payment method for the total amount of your purchase, including any applicable taxes or fees. We are not responsible for any errors made by Stripe in processing your payment. If you dispute any charges, you must contact us directly and provide documentation of the disputed charges. We reserve the right to change our prices at any time, but any price changes will not affect purchases made before the change was implemented.

While we strive to keep the information up to date and correct, the Service is provided "as is", with all faults. We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the Service or the information, products, services, or related graphics contained on the Service for any purpose. Any reliance you place on such information is therefore strictly at your own risk. Additionally, nothing contained on the Service shall be construed as providing consult or advice to you.

Through the Service, you are able to link to other websites that are not under the control of Spendsquare. We have no control over the nature, content, and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them. Therefore, we cannot be held responsible for the content or availability of any linked site. Additionally, any reliance you place on the information from these external sites is strictly at your own risk.

In no event shall Spendsquare, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of the Service, whether such liability is under contract, tort or otherwise, and Spendsquare, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of the Service.

If you suffer loss or damage as a result of Spendsquare’s negligence or failure to comply with these Terms, any claim by you against Spendsquare arising from Spendsquare’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Service fees paid by you in the previous 12 months. If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms.

You agree to indemnify and hold Spendsquare and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages, or costs, including reasonable attorneys’ fees, incurred in connection with any third-party claim, action, or demand arising out of or relating to (i) your use of the Service; (ii) your violation of these Terms of Use; (iii) your violation of any rights of another party; or (iv) your conduct or interactions with other users of the Service.

If any provision of these Terms is found to be invalid, illegal, or unenforceable under any applicable law, such provision shall be deemed modified to the extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed severed from these Terms of Use, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms.

Spendsquare reserves the right to update or modify these Terms at any time at its sole discretion. By continuing to use the Service, you agree to review these Terms periodically to stay informed about any changes.

If you do not agree with the revised Terms or are unable to comply with them, you must discontinue your use of the Service immediately.

Unless otherwise specified, the updated Terms will become effective upon their publication and will apply prospectively. Spendsquare may notify you of significant changes via email, in-app notifications, or other reasonable means. Your continued use of the Service following the publication of updated Terms constitutes your acceptance of those changes.

You may not assign, transfer, or delegate any of your rights or obligations under these Terms, whether in whole or in part, without the prior written consent of Spendsquare. Any attempt to do so without such consent will be considered null and void.

Spendsquare retains the right to assign, transfer, or subcontract its rights and obligations under these Terms at its sole discretion, without requiring your consent or providing prior notice.

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Spendsquare must be sent to notices@motifications.com. Notices to you will be sent to the email address which you provided when registering your Account to the Service.

These Terms, including any legal notices, policies, guidelines, or disclaimers contained on the Service, constitute the entire agreement between Spendsquare and you in relation to your use of the Service, and supersede and replace all prior agreements, communications, and understandings related to the same subject matter.

Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. For users outside of the European Economic Area (EEA), you agree to the exclusive jurisdiction of the courts of England and Wales for any disputes arising out of or relating to this Agreement or the Service.

For users located within the EEA, you may choose to bring a claim in the courts of your member state of residence, or in the courts of England and Wales. Notwithstanding this choice, mandatory consumer protection laws of your member state of residence will still apply.

Dispute Resolution

We encourage you to contact us directly at support@motifications.com if you have any concerns or disputes regarding the Service. We will attempt in good faith to resolve any dispute informally within thirty (30) days.

If a dispute cannot be resolved informally, it will be resolved through binding individual arbitration, subject to applicable consumer protection laws. The arbitration will be administered by the London Court of International Arbitration (LCIA) in accordance with its rules. The seat of arbitration will be London, England, and the proceedings will be conducted in English.