EUROVISION SHOWCASE USER AGREEMENT – Version 1.3
1. SCOPE OF THIS AGREEMENT
1.2 Separate or supplemental terms and conditions (Policies) may apply to certain elements of the Services and/or new Services. These will be brought to your attention and you will be required to accept these Policies prior to making use of the relevant Service(s).
1.4 The Websites and Services are operated by Tower One Limited (Eurovision Showcase or us or we). Our place of business is Saracens House Business Centre, 25 St. Margaret's Green, Ipswich, IP4 2BN and you can email us at email@example.com. We are registered in England, Number 04754700.
2. OUR CONTRACT WITH YOU
2.1 This User Agreement applies to the Websites, the Services and any other correspondence between us relating to the Websites and Services. It supersedes all previous discussions, negotiations, letters or agreements between us (if any) relating to the Websites and/or Services.
3. THE SERVICES
3.1 The Websites and Services are a forum where Users who are owners of content and/or programme rights can advertise those content rights to potential customers and Users seeking to negotiate a commercial right to use content and/or event rights can browse and search for items of interest and seek to commence discussions with the relevant rights holders. The Website and Services are also a forum where Users who are owners of content and/or programme rights can promote their talent and skills in content creation and programme presentation.
3.2 We may modify the manner of operation, the features or the functionality of the Services and the Websites at any time in the future. We may also add new Services at our discretion; details will be made available on the Websites, together with information about the applicable subscription fees and any relevant Policies.
4. ELIGIBILITY AND YOUR ACCOUNT
4.1 Access to the information contained in the Website and use of the Services is not restricted. Publishing access is restricted to registered Users who have paid the relevant subscription fees, where applicable.
4.2 A registered User is one who is named as the holder of the User account issued by us or who has otherwise correctly registered an email account with us. Please ensure that the personal details you provide are correct and complete and that you inform us immediately of any changes to the information that you provided when registering.
4.3 We may refuse to accept a registration at our discretion.
4.4 Each registration is for a single User only. A registration may not be shared with or transferred to another party. You must not provide access to the Websites and/or Services to any party that is not a registered User and must not cache any part of the Websites in a proxy server accessible to individuals who are not registered Users.
4.5 You must maintain the security and confidentiality of your password and account to prevent unauthorised access to your User account. You are responsible for all activities that occur under your User account and password. If we believe that another person may be using your login or password, your account may be suspended temporarily or permanently. You agree to notify us immediately if you lose your password or if you have any reason to believe that your password has or may become known to anybody else, or is being, or is likely to be, used in an unauthorised manner. We cannot and will not be held liable for any loss or damage arising from your failure to comply with this clause.
5. SUBSCRIPTION PERIOD
5.1 Access to the Websites is provided to registered Users for fixed-term subscription periods (each a Subscription Period), subject to the payment of the relevant subscription fees where applicable. The minimum subscription is one Subscription Period commencing on the date of your registration (Commencement Date).
5.2 Subject to clause 5.3 and the payment of the relevant subscription fees as described in clause 6.2, a User account will automatically renew for another Subscription Period at the end of each Subscription Period.
5.3 We may terminate your subscription and User account at the end of a Subscription Period or otherwise in accordance with the provisions of this User Agreement. You may terminate your User account or access to elements of the Services at any time, however no refunds will be given on payments already made by you.
6. FEES AND PAYMENT
6.1 Where fees are applicable, you are required to pay subscription fees in full, and without withholding any sum for any reason. Unless specified otherwise during the registration process for your User account, you have given us a standing authority to obtain the subscription fees for each Subscription Period from the payment method that you provided at the time of registering your account. We will automatically deduct the relevant subscription fees immediately prior to the start of the new Subscription Period. If we are unable to obtain payment of the relevant subscription fees from your selected payment method we may deal with your account as specified in clause 6.4.
6.2 We reserve the right on reasonable notice to increase or vary the subscription fees for subsequent Subscription Periods and where this is the case this may be notified on the Website or by another reasonable method.
6.3 Unless specified otherwise as part of the registration process or otherwise on the Website, Subscription fees are exclusive of VAT or any other tax, surcharge or levy from time to time imposed by any competent authority upon or in relation to the supply of any of the Services which shall be payable by you and determined at the date of supply of the relevant Services.
6.4 Time for payment shall be of the essence. Notwithstanding any other rights or remedies we may have under this User Agreement or otherwise, if we are unable to obtain payment of any subscription fees on the relevant due date we shall be entitled to:
6.4.1 suspend your access to the Website and/or the Services; and/or
6.4.2 cancel your User account without further notice; and/or
6.4.3 delete your content;
7. USE OF CONTENT
7.1 You agree that you will only use the Websites and Services to either:
7.1.1 provide details of and advertise and up-load content, material, images, data, software and information which you own or are otherwise entitled to copy and publish on the Website; and/or
7.1.2 review (whether by browsing or searching) details of content and/or event rights made available by other Users.
7.2 You warrant to us that any content, images, event rights, personal and any other information data you supply, up-load or otherwise make available via the Websites and/or the Services regardless of its format (Your Content):
7.2.1 is either owned or licensed to you and that you have all necessary rights, consents and permissions to make Your Content available to us and our group companies and to other Users as described herein;
7.2.2 is not in breach of any applicable laws or regulations, is not false, inaccurate, misleading, obscene, indecent or pornographic;
7.2.3 is not offensive or menacing, abusive, defamatory, or in breach of the rights of any third party, including, but not limited to a breach of any third party’s copyright, patent, trade mark, trade secret, database right, confidence, rights of publicity or privacy or any other rights, proprietary or otherwise;
7.2.4 is not of a nature that it will create liability for us or cause us to lose (in whole or in part) the services of our telecommunications providers, ISPs or other suppliers;
7.2.5 does not contain any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any system, data or personal information.
7.3 You hereby grant us and members of our group of companies a worldwide, perpetual, sub-licensable and royalty free licence to download, use and publish Your Content in relation to the Websites and/or Services and pursuant to any other services provided by us. Specifically, you hereby grant us the right to sub-licence the right to access and download Your Content to other Users, including, but not limited to, the right for such Users to browse and download Your Content pursuant to the purpose described in clause 3.1. In addition, you acknowledge that we may enter into linking agreements with third parties which will allow third parties to view and access your Content and you hereby consent to such use.
7.4 We may remove any of Your Content from the Websites or otherwise without prior notice at any time we consider you or it to be in breach of the provisions of this User Agreement or otherwise inappropriate.
7.5 Without prejudice to the foregoing you agree to the inclusion to Your Content and your personal details (or any part thereof) in Eurovision Showcase related advertising and publicity in any media in any part of the world, including but not limited to, lists of Users and the types of information/content advertised or made available via the Websites and the Services.
7.6 In using the Services, you will have access to content, material, images, comments, reviews, information, communications, details of events rights and other information provided by other Users (Third Party Content). You may browse Third Party Content which is made available to you pursuant to the purpose described in clause 3.1. In addition, you are entitled to download Third Party Content onto a single computer for your personal non-commercial use to enable you to sample the Third Party Content in contemplation of entering into commercial negotiations for the right to use such content. You may not redistribute, sell, auction, modify, decompile, reverse engineer or disassemble the Third Party Content or any part thereof and you must keep intact all copyright and other proprietary notices and digital rights management information.
7.7 You hereby undertake that will not obtain or otherwise claim ownership of the Websites or any content made available to you on the Websites or otherwise pursuant to the Services (including, but not limited to Third Party Content (whether downloaded or browsed on the site), graphics, logo, page headers, button icons, scripts, databases service names and trademarks) or claim any other rights in relation thereto which are not granted herein.
7.8 For the avoidance of doubt, you are not entitled to resell or otherwise commercially exploit the Websites or their contents, including but not limited to Third Party Content, or the Services. Except as expressly provided, you are not entitled to download (other than page caching), make available, copy, use, allow others to use or otherwise exploit the contents (or any part thereof) of the Websites, Services or Third Party Content. In addition, you are not permitted to use any Eurovision Showcase graphics, logos, page headers, button icons, scripts, databases, service names, trade marks or any other content which may be accessed on the Websites or as part of the Services, other than as described above.
7.9 We accept no liability for any loss you may suffer as a result of your use of Third Party Content. In addition, we will not be liable for any errors or omission in Your Content or other information made available by you using the Websites or pursuant to the Services.
7.10 Links to any third party website on the Websites are provided solely for your convenience. If you use these links, you do so at your own risk and you leave the Websites. We have not reviewed all of these third party websites and we are not responsible for them nor do we make any representations about them, their content or availability.
8. USE OF YOUR INFORMATION
8.2 We may share any information that you make publicly available with other Users, for example when such other User wishes to contact you regarding Your Content.
8.3 In order to facilitate interaction and transactions between Users, all Users have access to other Users' personally-identifiable data such as, but not limited to, User ID, email address, contact details and other personal information (Third Party Personal Information).
8.4 You may only use Third Party Personal Information relating to another User:
8.4.1 for communications which are a genuine enquiry about Third Party Content and in the course of negotiations to acquire right to use Third Party Content;
8.4.2 for posting suggestions, ideas, comments, questions in relation to Third Party Content; and
8.4.3 for any other purpose that such other User expressly agrees to after adequate disclosure of the purpose(s); and
8.4.4 in any case, only in accordance with applicable laws and regulations, including without limitation data protection and privacy laws (and you must stop using the Third Party Personal Information when requested by the relevant User).
8.5 You understand and agree that we may disclose information about you or Your Content if required to do so by law and in the good faith belief that such disclosure is reasonably necessary to comply with the law or requirement of any competent authority, enforce this User Agreement, or protect the rights, property, or safety of Eurovision Showcase, its subscribers and the public.
9. SPECIFIC USER OBLIGATIONS
9.1 You agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but no limited to excessive uploading, excessive downloading, mass mailings, unsolicited communications or any other form of spam, attempts to gain unauthorised access, or transmission or activation of computer viruses.
9.2 You agree to comply at all times with the current version of any technical requirements and operational procedures and Eurovision Showcase user policies which are notified to you.
9.3 You undertake that everything you provide to us or otherwise make available on the Websites and/or through the Services must, to the best of your knowledge and belief be accurate and not misleading.
9.4 You agree to comply with all applicable laws and regulations.
9.5 You agree to fully indemnify and hold Eurovision Showcase and (as applicable) Eurovision Showcase group companies and our respective officers, directors, shareholders agents, and employees, harmless from withal claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with any breach by you of this User Agreement.
10. TERMINATION AND ACCOUNT SUSPENSION
10.1 We may terminate or suspend your account without notice or compensation if the following circumstances apply:
10.1.1 you fail to pay any applicable subscription fee or are otherwise in breach of any other of your obligations under this User Agreement; and / or
10.1.2 we believe that your actions may cause us financial loss, legal liability, affect the reputation of Eurovision Showcase or otherwise bring Eurovision Showcase, the Website or the Services into disrepute.
10.2 In addition, we reserve the right to withdraw or suspend all or any part of the Websites or the Services at our discretion at any time. If a Service is withdrawn permanently or suspended for more than 90 days or if the Website(s) are withdrawn or suspended in their entirety for more than 90 days, and provided that grounds do not exist entitling us to terminate or suspend your account as described in clause 9.1, we will make a proportionate refund of the subscription fees. No other compensation will be payable.
10.3 The termination of this User Agreement (for whatever reason) shall not terminate any provision which is expressly or by implication provided to come into or continue in force after such termination and shall be without prejudice to the accrued rights and liabilities and other remedies of the parties.
11. DISCLAIMER AND LIMITATION OF LIABILITY
11.1 The Websites and the Services and any content accessed pursuant thereto are provided "as is" and as and when available without any conditions, warranties or other terms of any kind. Accordingly, all representations, warranties, conditions and other terms which may otherwise have been implied into this User Agreement are hereby excluded to the greatest extent permitted by law.
11.2 Eurovision Showcase does not verify the identity nor the ability of Users to make available, sell or license any of the Third Party Content nor do we make any checks on the ability of Users to make payment. Should you decide to negotiate or enter into any agreement with another User, we advise that you undertake adequate due diligence in relation to the identity of that User and (where applicable) the content made available by that User. We take no responsibility for performance by any User or any Third Party Content. If you have any right, claim or action against any other User or third party relating to the Websites and/or the Services, you agree to pursue such right, claim or action independently of and without recourse to us.
11.3 We will not be held responsible for any delay or failure to comply with our obligations under this User Agreement or otherwise if the delay or failure arises from any cause which is beyond our reasonable control.
11.5 Eurovision Showcase will not be liable to you in any circumstances for (a) any indirect or consequential loss or damages; or (b) wasted expenditure, loss of profits, loss of anticipated savings, loss of revenue, loss of goodwill or loss of business opportunity (irrespective of whether any of those types of loss are direct or indirect).
11.6 Nothing in this User Agreement shall exclude or limit Eurovision Showcases liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation by Eurovision Showcase or its employees or for any liability which cannot be excluded or limited by law.
12. NOTICE AND TAKE DOWN
12.1 We do not actively monitor and do not warrant in any way that we are aware of the content posted or submitted by Users. Accordingly we operate the Websites on a notice and take down basis. If you believe that any content on or advertised on the Websites or available via the Services contains a defamatory statement you may notify us by by emailing us using the link at the bottom of the page.. If you believe that any content on or advertised on the Websites or available via the Services infringes your or any third partys intellectual property rights, you may notify us by emailing us using the link at the bottom of the page.
13.1 You may not assign, transfer, charge or deal in any other manner with your account or this User Agreement or any of its rights under it, nor purport to do any of the same, nor sub-contract any or all of its obligations under this User Agreement without having obtained our prior written consent.
13.2 We may at any time assign, transfer, charge or deal in any other manner with your account and this User Agreement or any of its rights under it, or sub-contract any or all of its obligations under it.
14. RIGHTS OF THIRD PARTIES
14.1 This User Agreement does not create any right enforceable by any person who is not a party, except that the rights granted under the indemnity in clause 9.5 may be enforced by the parties identified therein. In addition, a person who is the permitted successor to or assignee of the rights of a party is deemed to be a party to this User Agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this User Agreement, be regulated by the terms of this User Agreement.
14.2 Notwithstanding clause 14.1 the terms of this User Agreement may be varied without the consent of any such third party.
15. NOTICES AND ELECTRONIC COMMUNICATIONS
15.1 Unless otherwise explicitly stated, notices to Eurovision Showcase must be sent by registered mail to the Managing Director, Tower One Ltd, Saracens House Business Centre, 25 St. Margaret's Green, Ipswich, IP4 2BN, or by email to firstname.lastname@example.org.
15.2 We will communicate with you by e-mail using the email address you give us during the registration process or such other e-mail address as you may notify to us or by posting notices on the Websites. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. Receipt of any communication or notice given by us to you is deemed to be at the time at which we post the communication on the Website(s) or dispatch an email to you. We reserve the right at our discretion to communicate with you via traditional postal methods or by fax at the address / number you give to us during the registration process. In the case of posting you will be deemed to have received the communication 2 days after we have posted the communication and in the case of fax at the time of transmission. Any change in the present Terms and Conditions will be communicated to the provided Users' contact emails.
16. WAIVER AND REMEDIES
16.1 If you breach this User Agreement and we take no action, we will still be entitled to use our rights and remedies, whether under this User Agreement or otherwise at law, in any other situation where you breach this User Agreement. The rights and remedies provided by this User Agreement are cumulative.
16.2 Without prejudice to any other rights or remedies that we may have, you agree that damages alone would not be an adequate remedy for any breach by you of the provisions of this User Agreement and that Eurovision Showcase shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this User Agreement.
18. GOVERNING LAW AND DISPUTES
18.1 This User Agreement shall be governed by and construed in accordance with English law and subject to the non-exclusive jurisdiction of the English courts.