ADMEDO SITE & APP SITE TERMS OF USE

ADMEDO LIMITED, a company registered in England and Wales under company number 08136680, whose registered office is at High Holborn House, 52-54 High Holborn, 1st Floor, London, WC1V 6RL, UK herein after referred to as ‘Admedo’ or ‘We’ set out the following terms and conditions upon which Admedo offers an Admedo Subscriber a licence to use the Admedo Services via the Admedo Platform (the ‘Terms’). These Terms incorporate our Cookie Policy, the Admedo Subscriber Licence and Privacy Policy by this reference (collectively called the ‘Licence’). Unless otherwise indicated, all definitions used in the Admedo Subscriber Licence shall apply to these Terms.

  1. GENERAL

1.1    The Site, the Admedo Platform and the Admedo Services may include, but are not limited to, the provision of an online self-service, real-time bidding advertising application whereupon user-generated-content (‘UGC’) may be uploaded, posted and accessed which may include text, reviews, articles, images, graphics, photos, stories, audio, video, software, audiovisual combinations as well as interactive features (including file-sharing facilities by way of the social media icons where applicable) and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on the Site or the Admedo Platform for Your use and for the use by an Admedo Subscriber (or a visitor to the Site as the case may be to the extent permitted by the functionality of the Site).

1.2    By using any of the Admedo Services, the Site and the Admedo Platform, You expressly agree to be bound by these Terms and all applicable laws and regulations governing the Admedo Services, the Site and the Admedo Platform. These Terms form a legally binding agreement between You and Admedo and apply to all Admedo Subscribers to the Admedo Services who may also be contributors of UGC posted on the Site or the Admedo Platform.

1.3    You should read these Terms carefully and ensure that You understand the effect before proceeding to use the Admedo Services. If You disagree with any part of these Terms, do not use the Site and the Admedo Platform. If You violate these Terms, Admedo may terminate Your use of the Site and the Admedo Platform, bar You from future use of the Site and the Admedo Platform and/or take appropriate legal action against You.  Admedo reserves the right to change these Terms at any time without notice, effective immediately upon posting on the Site or the App Site. Please check this page periodically. You agree that Admedo will treat Your use of the Admedo Services, the Site and the Admedo Platform as acceptance of the Terms including Your continued use subsequent to any changes being posted on the Site or the App Site.

 

  1. IP LICENCE

2.1    When using the Site or the App Site to access the Admedo Services, if You make use of a feature that allows You to publish any UGC via the Site or the App Site in connection with placing advertisements by way of uploading text, comments, links, photos, You automatically grant to Admedo, a worldwide, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the Admedo Services, including without limitation the  promotion and redistribution of all or part of Your UCG  (and derivative works thereof) in any media formats and through any media channels (‘IP Licence’)

 

UGC’ means content provided/ generated by an Admedo Subscriber when accessing and using the Admedo Services which are uploaded, embedded or otherwise displayed and/ or stored on the Site or the App Site by an Admedo Subscriber for any purpose which may include but are not limited to text, articles, images, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features and other advertising materials in any form, medium or technology now known or hereinafter developed.

2.2    Unless terminated (or suspended) for reasons such as those set out in the Licence or unless Admedo is no longer providing the Admedo Services to You, the above IP Licence granted by You terminates when Your UGC is removed/ deleted. You must contact Admedo by email to request removal or deletion of UGC or cancellation of Your subscription in accordance with Your Admedo Subscription Software Package and the terms of Your White Label Retail Software as a Service Licence (agency) or Your Admedo Subscriber Licence (advertiser).

2.3    Admedo do not guarantee any confidentiality with respect to UGC and You understand and agree that You are solely responsible for Your own UGC and the consequences of posting or publishing it. Admedo do not claim ownership of the UGC You submit or make available for inclusion on the Site. You retain all of Your ownership rights in Your UGC but You grant the limited IP Licence set out in Clause 2.1.

 

  1. ADMEDO CONTENT ON THE SITE

With the exception of UGC submitted to the Site or the Admedo Platform by You, all other content and the selection and arrangement of such content on the Site or the Admedo Platform constitutes “Admedo Content” and is either owned by, or licensed to, Admedo and is subject to copyright, trade mark rights, and other intellectual property rights of Admedo and licensors of Admedo. Such Admedo Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on Admedo Content not uploaded or posted by You are trade or service marks of their respective owners. Such Admedo Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Admedo or, where applicable, the licensors of Admedo. Admedo and/ or its licensors reserve all rights not expressly granted in and to their Admedo Content.

 

  1. COPYRIGHT LICENCE

We will terminate the privileges of any Admedo Subscriber who uses the Site or the Admedo Platform to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, Admedo Subscribers who submit UGC to the Site or the Admedo Platform must ensure that the UGC they upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by the Admedo Subscriber that they have used the Site or the Admedo Platform as an instrument of unlawful infringement, We will terminate the infringing Admedo Subscriber’s rights to use and/or access the Site. We may, also in our sole discretion, decide to terminate an Admedo Subscriber’s right to use or access the Site or the Admedo Platform prior to that time if We believe that the alleged infringement has occurred.

 

  1. VERIFICATION AND REGISTRATION

In order to become an Admedo Subscriber and to gain access to the Admedo Services, You must register on the Site, be verified and obtain an Admedo Login in accordance with the terms of Your White Label Retail Software as a Service Licence (agency) or Your Admedo Subscriber Licence (advertiser).

 

  1. GENERAL RESTRICTIONS ON USE

Subject to the following express restrictions, Admedo grants You permission to access and use the Site, the Admedo Platform and the Admedo Services. You may view Site or App Site pages, download Site or App Site pages (for caching purposes only) and print Site or App Site pages (excluding Site or App Site images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:

 

  1. not to sell, license, rent, distribute or otherwise exploit any UGC or Admedo Content for any other purposes without the prior written consent of Admedo or the respective licensors of the UGC or the Admedo Content;
  2. not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the Site, the Admedo Platform or the Admedo Services including but not limited to any UGC or Admedo Content, in any medium without Admedo’s prior written authorisation, unless Admedo makes available the means for such activity through the functionality offered by the Admedo Services;
  3. not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
  4. not to establish a link to the Site or App Site in any website that is not owned by You and authorised by Admedo;
  5. not to alter or modify any part of the Site or the Admedo Platform or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
  6. not to access UGC or Admedo Content through any technology or means other than the Site or the Admedo Platform or such other means as Admedo may explicitly designate for this purpose;
  7. not to access or attempt to use the Admedo Login of other Admedo Subscribers or penetrate or attempt to penetrate Admedo’s security measures;
  8. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Site or the Admedo Platform or features that (i) prevent or restrict use or copying of UGC or Admedo Content; or, (ii) enforce limitations on the use of the Admedo Services or the accessible UGC or Admedo Content;
  9. not to use the Site or the Admedo Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
  10. not to attempt to gain unauthorised access to the Site or the Admedo Platform, the server on which the Site and the Admedo Platform is stored or any server, computer or database connected to the Site and the Admedo Platform;
  11. not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any Admedo Subscriber of the Site and the Admedo Platform;
  12. not attack the Site or the App Site via a denial-of-service attack or a distributed denial-of service attack.

       By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use the Site and the Admedo Platform will cease immediately. You are responsible for configuring Your information technology, computer programmes and platform in order to access the Site. You should use Your own virus protection software.

 

  1. PROHIBITED CONTENT

The following is a partial list of content which is illegal or prohibited on the Site. You agree that You will not submit any UGC to the Site or the Admedo Platform or in any way connected with the Site or the Admedo Platform, that:

 

  1. is patently offensive to the online community, such that it promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  2. content in breach of any applicable laws and regulations including any applicable codes, or guidance of any governmental, non-governmental or other applicable regulatory organisation including the rules that govern advertisements in non-broadcast media enshrined in the CAP Code administered by the Advertising Standards Authority;
  3. content which could be harmful to minors or vulnerable adults;
  4. could be seen to incite abusive behaviour to another person or harasses or advocates harassment of another person;
  5. involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";
  6. promotes information that You know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
  7. promotes an illegal or unauthorised copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices;
  8. contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
  9. displays pornographic or sexually explicit material of any kind;
  10. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits Personal Data from anyone under 18;
  11. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
  12. solicits passwords or personal identifying information for commercial or unlawful purposes from other Admedo Subscribers; and,
  13. engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes.

 

  1. PRIVACY AND CONFIDENTIALITY

These Terms incorporate our Privacy Policy and Cookie Policy by these references which apply in full to Your use of the Site, the Admedo Platform and the Admedo Services.

 

  1. AVAILABILITY AND SECURITY OF THE SITE

9.1    Admedo shall use reasonable efforts to ensure that scheduled maintenance downtime is kept to a minimum in accordance with industry standards and, where possible, scheduled downtime shall be completed outside of normal UK working hours.

9.2    Unscheduled emergency maintenance may be required at any time. Admedo agrees however, to use all reasonable efforts to keep emergency maintenance to a minimum and reduce the effects of any emergency maintenance required. 

9.3    Admedo does not warrant the validity and accuracy of information on the Site, the Admedo Platform or otherwise as part of the Admedo Services or that the same is kept up-to-date.  The Site, the Admedo Platform and its content and the Admedo Services are delivered on an "as-is" and "as-available" basis. Admedo shall use reasonable endeavours to ensure that the Site, the Admedo Services and any information it holds on You are kept secure. However, due to the nature of the internet, Admedo does not represent or warrant to You that:

 

  1. Your use of the Site, the Admedo Platform and the Admedo Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Site or the Admedo Platform or any content, search or link on them;
  2. Your use of the Admedo Services will meet Your requirements;
  3. any information obtained or downloaded by You as a result of Your use of the Admedo Services will be accurate, reliable or free of viruses or contamination or destructive features;
  4. Your shared UGC will not be used by a third party in various ways;
  5. there will not be any defects in the operation or functionality of any Admedo Software provided to You as part of the Admedo Services; and,
  6. those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.

 

  1. HYPERLINKS AND SEARCH RESULTS

The Site or the Admedo Platform may contain hyperlinks or produce search results that reference or link to third party sites throughout the World Wide Web. These are provided for Your ease of reference only and Admedo do not endorse such websites or accept any responsibility for the content of such websites and cannot therefore guarantee, represent or warrant that the content contained in the websites is accurate, legal and/or inoffensive or that they will not contain viruses or otherwise impact Your computer. By using the Site or the Admedo Platform to search for or link to another website, You agree and understand that You may not make any claim against Admedo for any damages or Losses, whatsoever, resulting from Your use of the Site or the Admedo Platform to obtain search results or to link to another website. Admedo advises You to read the terms and conditions including the privacy, cookie and other website policies of any other website that You visit. Admedo will not be liable for any loss or damage that may arise from your use of such links. “Losses” in this Licence shall be understood to mean any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.

 

  1. SUSPENSION AND TERMINATION

11.1  You acknowledge that Admedo has no obligation to monitor any UGC provided by Admedo Subscribers. You further understand and agree that in Admedo’s sole discretion, and without prior notice, Admedo may terminate its Licence with You and may therefore choose to suspend or terminate Your access to the Site, the Admedo Platform and the Admedo Services at any time or exercise any other remedy available and modify or delete any unauthorised UGC, if Admedo believes that the UGC You provided has violated or is inconsistent with the Licence or has violated the rights of Admedo or an Admedo Subscriber. Notwithstanding this, You are solely responsible for, and bear the legal risk associated with such UGC anywhere in the world.

11.2  Admedo may release Admedo Subscriber information about You if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.

11.3  You agree that monetary damages may not provide a sufficient remedy to Admedo for violations of these Terms and You consent to injunctive or other equitable relief for such violations.

11.4  You acknowledge and agree that to improve the Site, the Admedo Platform and the Admedo Services, Admedo may stop (permanently or temporarily) providing the Admedo Services (or any features within the Admedo Services) to You generally at Admedo’s sole discretion, without prior notice to You.

 

  1. ADMEDO SUBSCRIBER WARRANTIES

12.1  You represent and warrant that:

 

  1. You have (and will continue to have whilst the UGC remains posted on the Site) all necessary licences, rights, consents, and permissions which are required to enable Admedo to use or display Your UGC in the manner contemplated by these Terms;
  2. You are happy to share Your UGC with Admedo Subscribers as the case may be who register on the Site to access the Admedo Platform where applicable;
  3. You will not post nor upload any UGC which contains material which is unlawful for You to possess, or which it would be unlawful for Admedo to use or possess in connection with the provision of the Admedo Services; and,
  4. the UGC that You submit to Admedo will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless You have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant Admedo the IP Licence referred to in Clause 2 above.

 

  1. LIABILITY

13.1  Nothing in this Clause 13 shall exclude or restrict liability for:

 

  1. fraudulent misrepresentations;
  2. any liability where the law does not permit such exclusion of liability; and,
  3. death or personal injury arising from negligence.

 

13.2  Admedo shall not be in breach of any of its obligations under these Terms which arise or occur due to the act, omission, default of You or Your failure to comply with any of Your obligations.

13.3  Subject to Clause 13.1, Admedo shall not be liable to You in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation suffered by You arising from Your use of the Site, the Admedo Platform and the Admedo Services or, any loss or damage which may be incurred by You as a result of:

 

  1. any breach by You of these Terms or breach of warranty by You or Your acts or omissions including Your use of, or inability to use, the Site, the Admedo Platform and the Admedo Services;
  2. any reliance placed by You on the completeness, accuracy or existence of any UGC including Admedo Content;
  3. any changes which Admedo  may make to the Admedo Services, or for any permanent or temporary cessation in the provision of the Admedo Services (or any features within the Admedo Services);
  4. the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through Your use of the Admedo Services;
  5. the availability of third party sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources; and,
  6. the acts, omissions and conduct of any Admedo Subscribers in connection with or otherwise related to Your use of the Site, the Admedo Platform and the Admedo Services.

 

13.4  The limitations on Admedo’s liability to You in this Clause 13 shall apply whether or not Admedo has been advised of, or should have been aware of, the possibility of any such Losses arising.

13.5  You shall indemnify and hold harmless Admedo on demand, and shall keep Admedo fully and effectively indemnified against any and all Losses incurred by or asserted against Admedo, arising out of or in connection with:

 

  1. any breach of the Licence by You (other than and to the extent that any losses arise directly from breach of these Terms by Admedo or through Admedo’s negligence);
  2. any action or claim that any part of the UGC uploaded by You to the Site or the Admedo Platform is infringing the intellectual property rights of a third party or is deemed inappropriate content; and,
  3. any breach by a third party arising out of Your use of the Site, the Admedo Platform and/ or the interactive Admedo Services.

 

13.6  Different limitations and exclusions of liability will apply to liability arising from the Admedo Subscriber Licence and the Privacy Policy which are set out in the relevant policy as between You and ADMEDO.

13.7  Except as expressly set out in these Terms, Admedo gives no warranties and excludes all other express or implied terms, conditions and warranties including also any implied warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by law.

 

  1. ENTIRE AGREEMENT/ SEVERABILITY

These Terms incorporate our Privacy Policy, the Admedo Subscriber Licence and Cookie Policy as applicable which together constitute the entire agreement between You and Admedo in relation to Your use of the Site, the Admedo Platform and the Admedo Services and supersedes any prior representations, inducements or agreements relating to its subject matter. Should the courts strike-out as invalid or unenforceable or otherwise alter any part of these Terms, the remaining terms shall remain valid and in force.

  1. ASSIGNMENT

These Terms shall be personal to You and You may not assign, transfer, lease or delegate all or any of your rights and obligations, without the prior written consent of Admedo. Admedo reserves the right to assign or transfer all or any of its rights and obligations under these Terms to any companies in the same group as Admedo or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Site.

  1. NO WAIVER

Failure by either Admedo or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

  1. THIRD PARTY RIGHTS

You may enforce these Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999). Except as provided above, these Terms do not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.

  1. LAW AND JURISDICTION

If You are not happy with the way Admedo deal with any dispute or disagreement between You and Admedo and You want to take court proceedings, You must do this within England. Relevant English law will apply to the Licence and the relevant courts of England will have exclusive jurisdiction in relation to these Terms.