TERMS AND CONDITIONS

 

By providing Ad-Content and accessing and using the Service you agree to be bound by the terms and conditions set out below.

 

1.

DEFINITIONS

 

 

"Ad-Content" means advertisements, related content and associated information that you supply to us or, if already available on the Visit4info and/or Visit4ads web sites, in respect of which you indicate your consent to being available on the Visit4info and/or Visit4ads web sites, "Ad-Content Forms" means the online form to be completed by you providing information in relation to the Ad-Content and such other information as you may complete and/or supply in connection with the use of the Services; "Benefits" means the promotional benefits for advertisers resulting from the Services, including, but not limited to, those set out on the Visit4info and/or Visit4ads web sites, as updated from time to time; "Brand Features" means all trademarks, service marks, logos and other distinctive brand features that are used in or relate to the Ad-Content, "Company and Brand Details Form" means the online Form to be completed by you detailing your company/advertising agency and Brand Features details; "Contract" means these terms and conditions (including the documents incorporated by reference), "Data" means statistical and other data relating to a consumer's use of the Services derived from the use of "cookies" including, without limitation, their product preferences, click-thrus and use of links ; "Fee" means the payment to be made by you to receive the Benefits as part of the Services; "Forms" means (a) the Company and Brand Details Form and (b) the Ad-Content Form; "Services" means the services accessible at the url www.visit4info.com, as amended from time to time, and the url www.visit4ads.com, as amended from time to time, whether accessed though the Visit4info and/or Visit4ads web sites, by links direct to pages on the Visit4info and/or Visit4ads web sites or by Visit4 providing source code or streaming Ad-Content to advertisers and/or to third parties to permit viewing of Ad-Content at locations or on channels other than the Visit4info and/or Visit4ads web sites or via media other than the internet, such as wireless media.; "Visit4 Features" means all trademarks, service marks, logos and other distinctive brand features of Visit4, "We/us" means Visit4 Limited ("Visit4"); "You" means you as an advertiser on the Services or any person who supplied Ad Content to us or who has consented to Ad-Content being available on the Visit4info and/or Visit4ads web sites and as part of the Services. This paragraph shall survive expiry or termination of this Contract howsoever arising.

 

2.

REGISTRATION

 

2.1

You may need to register with us if you want Ad-Content to be available on the Services.

 

2.2

If you wish to provide Ad-Content, you may be required to:

 

 

 

 

2.2.1

complete the Forms, as updated from time to time, or to provide such other information as Visit4 may reasonably require;

 

2.2.2    

provide true, accurate, current and complete information, whether on the Forms or otherwise;

 

2.2.3

update the Forms or any other information provided to us as soon as practicable following when any changes to the Forms or the other information provided occurs; and/or

 

2.2.4    

select a username, password and email address during the registration process. You are responsible for maintaining the confidentiality of any username and email address and are fully responsible for all activities which occur under or using them even if conducted by a third party. Other users of your username and email address shall be bound by this Contract as if they were you. You agree to immediately notify us of any unauthorised use of your username, password or email address or any breach of security of which you become aware.

 

2.3

We may change the Forms at any time, and any change will be effective after the expiry of 5 days following the date on which you are notified of such change at your email address.

 

3.

delivery of ad-content

 

 

You agree to supply the Ad-Content to us in accordance with policy for transmitting Ad-Content set out on the Visit4info and/or Vist4ads web sites, as updated from time to time, or as otherwise specified by visit4. Any change to the policy specified on the Visit4info and/or Visit4ads web sites may be made at any time, and any change will be effective after the expiry of 5 days following the date on which you are notified of such change.

 

4.

LICENSES

 

4.1

You hereby grant us:

 

 

 

 

4.1.1    

a non-exclusive, royalty free, world-wide licence to use, reproduce, distribute, display and transmit the Ad-Content and Brand Features in electronic form in connection with and through the Services;

 

4.1.2    

a non-exclusive, royalty free, world-wide licence to use, reproduce and display the Brand Features in connection with the presentation of the Ad-Content within the Services.

 

4.2

We hereby grant you a non-exclusive, royalty free, world wide licence to use, reproduce, display and modify the Visit4 Features in connection with the Ad-Content within the Services and any email or other communication sent to users of the Ad-Content. You agree to abide by the Visit4 Features policy set out on the Services as updated from time to time when using the Visit4 Features.

 

5.

fees

 

5.1

Upon payment of the Fee, you will receive the Benefits. The Fee will either be as specified on the Visit4info and/or Visit4ads web site or as separately agreed between You and Visit4info. Any proposed change to the Fee will be notified to you and will be effective after the expiry of 30 days following the date on which you are notified of such change. Unless otherwise stated, all fees are payable in GBP Sterling and are exclusive of value added tax and any other applicable sales taxes which may from time to time be introduced and which shall be charged in accordance with the relevant laws and regulations in force at the time of making the taxable supply.

 

5.2

We reserve the right to charge interest at the rate of 4% per annum above the base rate of Barclays Bank plc from time to time, from the due date until the date of actual payment, whether before or after judgement on any sum due under this Contract.

 

6.

DATA

 

 

All Data shall be owned by us.

 

7.

YOUR WARRANTIES AND OBLIGATIONS

 

7.1

You warrant that:

 

 

 

 

7.1.1    

the Ad-Content and Brand Features comply with all applicable laws and regulations including but not limited to any regulation or code of practice relating to advertising;

 

7.1.2    

the Ad-Content and Brand Features do not infringe the intellectual property rights of any third party or libel, defame, cause injury to, invade the privacy of or otherwise violate any rights of any person including, for the avoidance of doubt, the rights of artists to receive repeat fees;

 

7.1.3    

you have sufficient right in the Ad-Content and Brand Features to grant the rights to use and disseminate the Ad-Content and Brand Features in accordance with this Contract;

 

7.1.4    

you will not use the Services (or any part thereof) for an illegal purpose and agree to use them in accordance with all relevant laws;

 

7.1.5    

you will not upload or transmit through the Services, any computer viruses, macro viruses, trojan horses, trap doors, back doors, Easter eggs, cancel bots or anything else designed to damage, interfere with, interrupt or disrupt the normal operating procedures of a computer, or expropriate any system data or information from the Services;

 

7.1.6    

you will not upload or transmit through the Services, any material which is defamatory, unlawfully threatening, unlawfully harassing or of an obscene or menacing character;

 

7.1.7    

you will not use the Services in a way that may cause the Services to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Services are in any way impaired

 

7.1.8    

you will not use the Services in any manner which violates or infringes the rights of any person, firm, or company (including, but not limited to), rights of intellectual property, rights of confidentiality or rights of privacy.

 

7.2

This paragraph shall survive expiry or termination of this Contract howsoever arising.

 

8.

Our Rights

 

8.1

We may alter or remove, temporarily or permanently, at our discretion and whether with or without cause any part of the Services, including without limitation any Ad-Content, with or without notice to you. You irrevocably confirm that we shall not be liable to you or to any third party for any such removal. For the avoidance of doubt, you are responsible for keeping back-up copies of any of your Ad-Content which you wish to keep.

 

8.2

You confirm that we shall not be liable to you or to any third party for any modification to or discontinuance of any part of the Services.

 

8.3

We may change this Contract from time to time and your continued use of the Services will constitute your acceptance of any revisions to the Contract from time to time. You will be notified of any material changes by e-mail to your email address.

 

9.

INTELLECTUAL PROPERTY AND RIGHT TO USE

 

9.1

We acknowledge and agree that you own (or have a licence to use for this purposes of this Contract) all rights, title and interest in the Ad-Content and Brand Features. Nothing in this Contract shall confer on us, any right of ownership in the Ad-Content or Brand Features.

 

9.2

You acknowledge and agree that we own (or have a licence to use for the purposes of this Contract) all rights, title and interest in the Data and the Services. Nothing in this Contract shall confer on you any right of ownership in the Data or the Services.

 

9.3

If at any time during the term of this Contract any part of the Ad-Content or Brand Features is in breach of any applicable law or regulation or infringes the intellectual property rights of any third party then you shall:

 

 

 

 

9.3.1    

procure the right to use such Ad-Content or Brand Features; or

 

9.3.2    

use your reasonable endeavours to provide alternative Ad-Content or Brand Features which will not be in breach of any applicable law or regulation or infringe the intellectual property rights of any third party; or

 

9.3.3    

remove or notify us and ask us to remove the offending part of the Ad-Content or Brand Features and replace it so far as is reasonably practicable with equivalent content or features.

 

9.4

You shall indemnify and keep us (and each of our employees, directors and agents) fully and effectively indemnified from and against any and all losses, demands, claims, damages, costs, expenses (including reasonable legal costs and expenses and VAT thereon and liabilities suffered or incurred, directly or indirectly by us as a result of any breach by you of the warranties set out in paragraph 7.1. We shall notify you promptly of any such claim and shall permit you to assume and control the defence of such action or settle such action with Counsel chosen by you (who shall be reasonably acceptable to us) (provided that we may assume the defence or settlement of a claim if you do not do so within a reasonable period after we have notified you of the claim) and shall not enter into any settlement or compromise of any such claim without your prior written consent. You shall pay any and all costs, damages and expenses (including but not limited to reasonable legal fees and costs) awarded against or incurred by us in any such action, proceedings or settlement.

 

10.

Disclaimer of Warranties

 

 

The Services are provided on an "as is" and "as available" basis and we make no warranties or representations, whether express or implied, in relation to the Services. We do not warrant or guarantee that material included on the Services are accurate or complete or that the Services will meet your requirements or be uninterrupted or error-free. This paragraph shall survive expiry or termination of this Contract howsoever arising.

 

11.

LIMITATIONS OF LIABILITY

 

11.1

Nothing in this Contract shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

 

11.2

Subject to paragraph 11.1, our liability in contract, tort, negligence, pre-contract or other representations or otherwise arising out of or in connection with this Contract or the performance or observance of our obligations under this Contract, and every applicable part of it shall be limited in aggregate to 250.

 

11.3

Neither party shall be liable in contract, tort (including, without limitation, negligence), pre‑contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with this Contract for:

 

 

 

 

11.3.1  

any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings);

 

11.3.2  

any loss of goodwill or reputation; or

 

11.3.3  

any special, indirect or consequential losses;

 

in any case, whether or not such losses were within the contemplation of the parties at the date of this Contract, suffered or incurred by that party arising out of or in connection with the provisions of any matter under this Contract.

 

11.4

Except as set out in this Contract, we exclude all conditions, terms, representations and warranties relating to the Services, whether imposed by statute or by operation of law or otherwise, that are not expressly stated herein, other than those terms which cannot be excluded by virtue of the Unfair Contract Terms Act 1977, as amended.

 

11.5

Each provision of this paragraph 11 excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the expiry or termination of this Contract.

 

12.

INDEMNITY

 

 

You agree to indemnify us and any company in our group and our and their officers, directors and employees, advisors and agents immediately on demand, against all claims, liability, damages, costs and expenses, including legal fees, arising out of a breach by you of this Contract or any use by you of the Services. This paragraph shall survive expiry or termination of this Contract howsoever arising.

 

13.

RIGHT TO USE AND TERMINATION

 

13.1

Without limiting our other remedies, we may suspend or terminate your registration and/or use of the Services, delete any Ad-Content or other information provided to us by you and/or terminate this Contract without notice to you if:

 

 

 

 

13.1.1  

you breach this Contract;

 

13.1.2  

we give you 14 days notice to terminate at any time;

 

13.1.3  

we attempt to verify or authenticate any information you provide to us but are unable to do so;

 

13.1.4  

we believe that your actions may cause legal liability for you, our users on us;

 

13.1.5  

you have infringed or violated the rights of any third party as a result of your use of the Services, either directly or indirectly

 

13.1.6  

you do not pay a Fee hereunder.

 

 

13.2

You acknowledge and agree that on termination of this Contract for whatever reason we are entitled to prevent any further access by you to the Services.

 

13.3

You may terminate this Contract at any time by 14 days written notice to Visit4 at the address specified in clause 14 and you would not be liable for any further fees in relation to the Services following such termination. However, in the event of termination of this Contract, you will not be entitled to any refund of any fees paid by you to Visit4 at any time prior to the termination of this Contract.

 

14.

NOTICES

 

14.1

All notices which you are required to give to us shall be made via email, with a hard copy sent by post within 48 hours, addressed to Visit4 at the addresses set out below. All notices which we send you shall be sent by email to your email address. If we send you an email, it shall be deemed to be delivered within 24 hours after sending unless we receive notification that such email has not been successfully delivered. Notices sent by post will be deemed received three days following the date of posting.

 

 

14.2

The address for hard copies to be sent is: Visit4 Limited, PO Box 46286, London W5 2ZS.

 

 

14.3

The email address for email notices is: info@visit4info.com.

 

15.

RIGHTS OF THIRD PARTIES

 

 

Notwithstanding any other provision in this Contract a person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Contract. Nothing in this Contract shall affect any right or remedy of a third party which exists or is available other than as a result of the aforementioned Act.

 

16.

SEVERABILITY

 

 

Each provision of this Contract shall be construed as separately applying and surviving even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the termination of this Contract.

 

17.

NO WAIVER

 

 

No waiver by us shall be construed as a waiver of any preceding or succeeding breach of any provision of this Contract.

 

18.

ENTIRE AGREEMENT

 

 

This Contract constitutes the entire agreement between the parties with respect to their subject matter and excludes any representations and warranties previously given or made other than those terms which cannot be excluded by virtue of the Unfair Contract Terms Act 1977, as amended.

 

19.

CHOICE OF LAW

 

 

This Contract shall be governed by English law and you hereby irrevocably submit to the non-exclusive jurisdiction of the English courts.