Mobility Mojo. (“Mobility Mojo”, “we”, “us”, or “our”) provides certain services through our website located at www.mobilitymojo.com. Users of Our Website include persons or entities that register through Our Website (each, a “Client” and collectively, “Clients”), who, in turn, own and operate their own websites or mobile applications (“Client Site(s)”), and who wish to utilise our code, software and services and reports (the “Access audit tool”) to promote the accessible features and facilities in their premises on their platforms.
Users of Our Website may also include persons or entities who are otherwise visiting Our Website (“Other Users”).
Mobility Mojo. provides certain services through its website: www.mobilitymojo.com Users of our website(s) include persons or entities that register through our website who, in turn, own and operate their own websites or mobile applications and who wish to utilise our Accessibility Rating and Toolkit to promote the accessible features and facilities in their premises on their platforms.
Users of our website may also include persons or entities who are otherwise visiting our website.
- ACCOUNT REGISTRATION AND ACCESS
- To register for Mobility Mojo’s Accessibility Rating and Toolkit and create an account, you must complete the registration process by providing Mobility Mojo with the information prompted by the proposal form (which is incorporated by reference herein in its entirety). You agree to provide us with complete and accurate information when you register for the Accessibility Rating and Toolkit, and to keep such information up to date.
- Upon receipt of payment, you will be issued with a unique login code and password to access the Accessibility Rating and Toolkit. You shall protect your hotels unique login code and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorised by you. If you allow an employee or agent to access the Accessibility Rating and Toolkit on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of this Agreement. You agree to notify Mobility Mojo immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Accessibility Rating and Toolkit.
- Mobility Mojo may access your Accessibility Rating and Toolkit account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.
- DEFINITIONS AND INTERPRETATION
- Unless the context otherwise requires, in this Agreement:
“Accessibility Rating” means the score awarded to hotels, based on certain criteria, indicating the level of accessibility of the hotel for persons with reduced mobility and those with additional access needs;
“Agreement” means this Agreement which includes the Proposal, the Website Access Notice and Terms and Conditions;
“Confidential Information” means any confidential information exchanged between the Parties;
“Intellectual Property Rights” means all intellectual property in or relating to the Toolkit;
“Parties” means the Company and the Recipient, and “Party” means either of them;
“Surviving Provisions” means clauses 1 (Definitions and Interpretation) and 7.4 (Confidentiality);
“Toolkit” means the Company’s self-vetting accessibility audit containing questions, measurements, media and the code required to integrate same with the Recipient’s website; and
“Trademarks” means all trademarks, registered or unregistered, of the Company from time to time.
- PROVISION OF ACCESSIBILITY RATING
- In accordance with clause 3 (Grant of Licence) and subject to clause 6 (Accessibility Rating Information), the Company shall provide to the Recipient the Toolkit.
- The Recipient may display its Accessibility Rating in respect of the relevant Hotel(s) on its website, the website of its’ parent company or organisation (if applicable) or such other formats as the Parties may from time to time agree in writing from the Effective Date until termination of this Agreement in accordance with clause 7 (Term and Termination).
- GRANT OF THE LICENCE
- In consideration of the payment of the relevant Fee by the Recipient (as licensee) to the Company (as licensor) (the receipt and sufficiency of which the Company hereby acknowledges) the Company HEREBY GRANTS to the Recipient a non-exclusive, personal, non-transferable, non-assignable, non-sublicensable (without prior written consent of the Company) licence to use the Toolkit for the Licensed Use for the Term (the “Licence”).
- LICENSEE’S COVENANTS
- The Recipient hereby covenants with the Company to use the Toolkit and Trademarks as directed by the Company, and in keeping with and maintaining their reputation as determined by the Company, and to cease any use not consistent therewith as the Company may reasonably require;
- The Recipient acknowledges that the goodwill and all other rights in and associated with the Toolkit and Trademarks vest absolutely in the Company (and are hereby assigned to the Company) and that all such rights will at all times hereafter and for all purposes remain vested in the Company and in the event that any such rights at any time accrued to the Recipient, the Recipient will, at its own reasonable expense, on demand do all such acts and things and execute all such documents as the Company shall deem necessary to vest such rights absolutely in the Company.
- The Recipient will at the request of the Company give full co-operation to the Company in any action, claim or proceedings brought or threatened in respect of the Toolkit or the Trademarks and the Company shall meet any reasonable pre-approved expenses incurred by the Recipient to third parties in giving such assistance.
- LICENSEE’S COVENANTS
- INTELLECTUAL PROPERTY
- Save as expressly agreed otherwise:
- the Parties agree that nothing in this Agreement represents any assignment, licence or any other form of right for the Recipient to use or exploit the Accessibility Rating or any Intellectual Property Rights contained therein, which shall remain the exclusive property of the Company;
- in addition, the Recipient is permitted to use the Accessibility Rating only in accordance with this Agreement and may not under any circumstances reverse engineer, decompile, disassemble, or work around technical limitations in the Accessibility Rating, except to the extent applicable law permits it despite these limitations and the Recipient has received the prior written consent of the Company.
- Save as expressly agreed otherwise:
- The Recipient shall on the date of this Agreement (i) pay the Initial Fee to the nominated bank account of the Company; and (ii) set up a monthly direct debit payment in the amount of the Subscription Fee in favour of the Company.
- The Recipient shall pay the monthly Subscription Fee to the nominated bank account of the Company via direct debit on the date specified in the Proposal.
- ACCESSIBILITY RATING INFORMATION
- The Recipient shall provide the Company with (i) the Website Access Notice and (ii) such security details and information as are required by the Company in order to access the back-end of the Recipient’s website, for the purposes of providing the Accessibility Rating.
- The Company may, in its sole discretion, where it believes there should be a review and/or amendment to the Accessibility Rating, make such review or amendment.
- TERM AND TERMINATION
- This Agreement shall continue for the Term and shall automatically renew for subsequent 12 months Terms thereafter unless otherwise terminated in accordance with this clause 7 (Term and Termination).
- Notwithstanding the other provisions of this clause 7 (Term and Termination), the Company may terminate this Agreement by notice in writing where the Recipient is in breach of its obligations under this Agreement, provided that the Surviving Provisions shall continue in force after termination for a period of two (2) years.
- Notwithstanding the other provisions of this clause 7 (Term and Termination), either Party may terminate this Agreement:
- without cause, by notice from a Party to the other Party, with effect from the date specified in such notice, being a date not earlier than sixty (60) days after the date of such notice; and
- on such date as may be otherwise mutually agreed by the Parties,
provided that the Surviving Provisions shall continue in force after termination for a period of two (2) years.
- The Accessibility Rating of a Hotel is based on information provided by the Recipient. No inspection or site visit is undertaken by the Company. The Company makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Accessibility Rating or the information, products or services provided by the Recipient. Any reliance placed on such information is therefore strictly at one’s own risk.
- The Company shall not be liable for any incorrect or misleading information or Accessibility Rating nor any related complaints, grievances, claims, damages, costs or proceedings.
- The Parties agree to maintain as confidential and secret all Confidential Information exchanged between the Parties and to use such Confidential Information only for the purposes of this Agreement.
- Each Party represents and warrants to the other that it has the right to enter into this Agreement.
- Limitation of Liability. No liability shall attach to the Company in respect of any claim by the Recipient for breach of this Agreement to the extent that such claim arises out of or is in respect of indirect or consequential loss, loss of opportunity, loss of goodwill, loss of profits and/or loss of revenue. In any event, the Company shall not be liable to the Recipient for more than the amount of the Initial Fee.
- If the whole or any part of a provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect the legality, validity or enforceability under the law of that jurisdiction of the remainder of the provision in question or any other provision of this Agreement and the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.
- Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior agreements, arrangements, letters and discussions between the parties.
- This Agreement may only be varied in writing (excluding electronic methods of writing) signed by or on behalf of each Party.
- Any notice or other communication under this Agreement shall only be effective if it delivered to the postal or email address indicated in the Proposal, or such other postal or email address as a Party may notify to the other Party from time to time.
- In the event of any ambiguity or discrepancy between the provisions of the Terms and Conditions and the Proposal, it is intended that the provisions of the Proposal shall prevail.
- Governing Law & Jurisdiction. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland and the courts of Ireland shall have sole jurisdiction.