Open Audience Ltd Platform Terms and Conditions

 

In addition to any terms and conditions or privacy policy provided above, the following terms apply for using the Open Audience Ltd Platform.

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1. Interpretation

1.1. The definitions and rules of interpretation in this clause apply in these terms.

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Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

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Customer means the person or business which purchases the Services from the Operator.

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Customer Data means the data inputted by the Customer, Authorised Users, the Operator or Open Audience Ltd on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services including blog posts of the Customer posted on the Customers website.

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Documentation means the Open Audience Ltd documentation made available to the Customer online via https://Open Audience Ltd.com/ or such other web address notified by Operator or Open Audience Ltd to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

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Open Audience Ltd means Open Audience Ltd registered at Engagement House, 52 Billet Lane, Berkhamsted under company number 07143477.

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Open Audience Ltd Marks means any trademarks, service marks, service or trade names, logos, and other designations of Open Audience Ltd and its affiliates that we may make available to you in connection with this Agreement.

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Operator means the Open Audience Ltd customer from whom the Customer has purchased / secured the Services.

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Platform means the digital resource provided by Open Audience Ltd to the Operator to allow the Operator’s Customers to run and participate in online summits.

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Services means provision of the Open Audience Platform.

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Software means the online software applications provided by Open Audience Ltd as part of the Services.

 

User Subscriptions means the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms.

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Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

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2. User subscriptions

• 2.1. Subject to the Customer purchasing User Subscriptions, the restrictions set out in this clause 2 and the other terms and conditions of these terms, Open Audience Ltd hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

• 2.2. In relation to the Authorised Users, the Customer undertakes that:

  • 2.2.1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

  • 2.2.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

  • 2.2.3. each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential.

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3. Conditions of use of the Services

• 3.1. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

  • 3.1.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

  • 3.1.2. facilitates illegal activity;

  • 3.1.3. depicts sexually explicit images;

  • 3.1.4. promotes unlawful violence;

  • 3.1.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

  • 3.1.6. is otherwise illegal or causes damage or injury to any person or property; and Open Audience Ltd reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. Open Audience Ltd is not obliged to remove or recognise such content contained in any material or Customer Data and the Customer shall be fully liable for the same.

• 3.2. The Customer shall be responsible for ensuring that content of the Customer Data is satisfactory for publication to Third Party Social Sites and is in compliance with clause 3.3 above.

• 3.3. The Customer shall indemnify Open Audience Ltd against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Open Audience Ltd arising out of or in connection actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with publication of the Customer Data.

• 3.4. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms:

  • 3.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

  • 3.4.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

  • 3.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

  • 3.4.4 use the Software, Services and/or Documentation to provide services to third parties; or

  • 3.4.5 license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit Services and/or Documentation except as permitted under the Agreement.

  • 3.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and

• 3.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Open Audience Ltd.

• 3.6. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

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4. Proprietary rights

• 4.1. The Customer acknowledges and agrees that Open Audience Ltd and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, the Customer is not granted any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

• 4.2 All licenses granted to the Customer are conditional on the Customer’s continued compliance with these terms, and will immediately and automatically terminate if the Customer does not comply with any term or condition of this Agreement. During and after the Subscription Term, the Customer will not assert, nor will the Customer authorize, assist, or encourage any third party to assert, against us or any of Open Audience Ltd’s affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services, Software or Documentation The Customer is not allowed to use Open Audience Ltd Marks without prior written consent from Open Audience Ltd.

• 4.3. Open Audience Ltd confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms.

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5. Governing law

These terms 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 law of England and Wales.

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6. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).

 

All rights reserved.