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TERMS AND CONDITIONS |
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By
providing Ad-Content and accessing and using the Service you agree to be
bound by the terms and conditions set out below. |
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1. |
DEFINITIONS |
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"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. |
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2. |
REGISTRATION |
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2.1 |
You may
need to register with us if you want Ad-Content to be available on the
Services. |
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2.2 |
If you
wish to provide Ad-Content, you may be required to: |
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2.2.1 |
complete
the Forms, as updated from time to time, or to provide such other information
as Visit4 may reasonably require; |
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2.2.2 |
provide
true, accurate, current and complete information, whether on the Forms or
otherwise; |
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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 |
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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. |
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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. |
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3. |
delivery of ad-content |
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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. |
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4. |
LICENSES |
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4.1 |
You
hereby grant us: |
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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; |
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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. |
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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. |
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5. |
fees |
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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. |
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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. |
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6. |
DATA |
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All Data
shall be owned by us. |
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7. |
YOUR WARRANTIES AND OBLIGATIONS |
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7.1 |
You
warrant that: |
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7.1.1
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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; |
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7.1.2
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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; |
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7.1.3
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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; |
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7.1.4
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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; |
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7.1.5
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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; |
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7.1.6
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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; |
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7.1.7
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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 |
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7.1.8
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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. |
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7.2 |
This
paragraph shall survive expiry or termination of this Contract howsoever
arising. |
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8. |
Our Rights |
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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. |
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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. |
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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. |
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9. |
INTELLECTUAL PROPERTY AND RIGHT TO USE |
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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. |
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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. |
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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: |
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9.3.1
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procure
the right to use such Ad-Content or Brand Features; or |
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9.3.2
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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 |
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9.3.3
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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. |
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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. |
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10. |
Disclaimer of Warranties |
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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. |
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11. |
LIMITATIONS OF LIABILITY |
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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. |
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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. |
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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: |
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11.3.1
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any
economic losses (including, without limitation, loss of revenues, profits,
contracts, business or anticipated savings); |
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11.3.2
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any loss
of goodwill or reputation; or |
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11.3.3
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any
special, indirect or consequential losses; |
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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. |
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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. |
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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. |
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12. |
INDEMNITY |
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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. |
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13. |
RIGHT TO USE AND TERMINATION |
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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: |
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13.1.1
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you
breach this Contract; |
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13.1.2
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we give
you 14 days notice to terminate at any time; |
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13.1.3
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we
attempt to verify or authenticate any information you provide to us but are
unable to do so; |
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13.1.4
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we believe
that your actions may cause legal liability for you, our users on us; |
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13.1.5
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you have
infringed or violated the rights of any third party as a result of your use
of the Services, either directly or indirectly |
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13.1.6
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you do
not pay a Fee hereunder. |
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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. |
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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. |
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14. |
NOTICES |
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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. |
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14.2 |
The
address for hard copies to be sent is: Visit4 Limited, PO Box 46286, London
W5 2ZS. |
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14.3 |
The
email address for email notices is: info@visit4info.com. |
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15. |
RIGHTS OF THIRD PARTIES |
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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. |
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16. |
SEVERABILITY |
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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. |
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17. |
NO WAIVER |
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No waiver
by us shall be construed as a waiver of any preceding or succeeding breach of
any provision of this Contract. |
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18. |
ENTIRE AGREEMENT |
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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. |
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19. |
CHOICE OF LAW |
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This
Contract shall be governed by English law and you hereby irrevocably submit
to the non-exclusive jurisdiction of the English courts. |
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