Attention is particularly drawn to the Exclusion and Limitation of Liability provisions of clause 8.
Interpretation
In these Conditions the following definitions apply: Advertisement(s): means the digital advertisement to be displayed on the Screen submitted by a Registered User via
the In Venue Advert Website. Advertising Code: means UK Code of non-broadcast advertising, sales promotion and direct marketing ("CAP Code") which
applies to
non-broadcast advertisements, sales promotions and direct marketing communications in the United Kingdom. Business Day: a day (other than Saturday, Sunday or public holiday) when banks in London are open for business. Companies: means Sky UK Limited (Company Number 2906991) of Grant Way, Isleworth, Middlesex TW7 5QD
and Molson Coors Brewing Company (UK) Limited (Company Number 26018) of 137 High Street, Burton on
Trent, Staffordshire DE14 1JZ.
Conditions: these terms and conditions as amended from time to time in accordance with clause 10. DMCL: D-Media Communication Limited registered in England and Wales with company number 07533878. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade
marks, trade, business and domain names, rights in trade dress or get up, rights in goodwill or to sue for passing off, unfair
competition rights, rights in design, rights in computer software, database rights, moral rights, rights in confidential information
(including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and
including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection
in any part of the world;
In Venue Advert Website: means the dedicated website where a Registered User may create and upload Advertisements.
Purpose: means to advertise events, offers and the like relevant to the Site via an Advertisement. Registered User(s): means the Site Provider and/or any individual whom the Site Provider authorises to have access to
the In Venue Advert Website. Relevant Laws: means any applicable laws, statutes, regulations and relevant industry codes of practice (including
without
limitation, the CAP Code, the Bribery Act, regulation relating to point of sale advertising in commercial premises (including any
recommendation
of the Portman Group and Alcohol Concern) the Equality Act 2010, the Obscene Publications Act 1959 and 1964, the Tobacco Display Ban
Regulations
and the Gambling Industry Code for Socially Responsible Advertising any other legislation or regulation, such as those relating to the
provision
of Financial Services, which apply to specific Site Providers, products or services) as may be updated from time to time. Screen: means the screen or other such digital display method that is used to show Advertisements at the relevant
Site(s). Services: means displaying the Site Provider’s Advertisement on the Screen at the relevant Site(s). Site(s): the relevant Site Provider’s site(s) at which the System is installed as notified by the Site Provider to
the Companies.
Site Provider: means the person, company or business entity that owns or leases the Site(s) that is contracting with
the Companies on the terms of the UpLift Media Contract for the Site(s) and is advertising its products or services by means of an
Advertisement. System or UpLift Media System: mean the Companies’ digital point of sale advertising system currently called the
“UpLift Media System” comprising of TV screen(s), mounting TV brackets and any device installed by the Companies to enable internet
connectivity (i.e 3/4G device) together with any other hardware device or software that may subsequently be added to or incorporated
within it from time to time by the Companies. UpLift Media Contract: means the agreement between the Companies and the Site Provider for the supply of a digital
point of sale system and advertising services at the Site(s).
In these Conditions, the following rules apply:
a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal
personality);
a reference to a party includes its successors or permitted assigns;
a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or
re-enacted. A
reference
to a
statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended
or
re-enacted;
any phrase introduced by the term including, include, in particular or any similar expression; shall be
construed as
illustrative and shall not
limit the sense of the words preceding those terms; and
a reference to writing or written includes faxes and emails.
The Companies shall not charge the the Registered User(s) for using the Service.
Site Provider’s and Registered User’s Obligations
The Registered User(s) shall use the Services in accordance with these Conditions.
Access to the In Venue Advert Website shall only be permitted to Registered Users. The Site Provider is liable and responsible for the
activities of any of its Registered Users.
The Site Provider acknowledges that by approving any registration requests, both the Site Provider and the relevant Registered
User have read and agree to these Conditions. including the obligations set out in clause 4 (Confidentiality and Data Protection).
The Site Provider acknowledges that Registered Users with central staff access privileges may distribute Advertisements and templates
for display and use in all of the Site Provider’s Sites at which the Systems is installed.
Any Advertisement is subject to space being available on the Screen at the Site.
Any samples, drawings, descriptive matter or illustrations published by the Companies on the In Venue Advert Website can only be used
by Registered Users and the Site Provider for the Purpose.
The Registered User(s) shall upload images and prepare the complete Advertisement using the In Venue Advert Website, which
conforms with these Conditions, by no later than 1 clear Business Day before the date on which the Advertisement is first due to be
placed on the Screen at the Site (Go-Live Date).
If the Registered User(s) wishes to change or alter an Advertisement once it has been completed, it must amend and/or delete it by
entering such changes on the In Venue Advert Website.
AllAdvertisements must comply with the Advertising Code and any Relevant Laws.
The Site Provider and its Registered Users are solely responsible for theuploading and preparation of the Advertisement and
fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertisement relates.
The Site Provider shall indemnify and hold the Companies harmless for any claims brought by any third party against the Companies in
respect of the goods, services or promotion to which the Advertisement relates.
The Site Provider and the Registered Users shall co-operate with the Companies in all matters relating to the Services and
provide the Companies with such information and materials as the Companies may reasonably require in order to supply the Services.
The Site Provider agrees that it is fully responsible for the content of the Advertisement and is fully responsible for ensuring that
the Advertisement complies with the Advertising Code and any Relevant Laws.
The Site Provider and the Registered Users acknowledge that no protection is given by the Companies to the Site Provider against the
proximity of display of advertisements featuring competitive products to the Advertisement.
Intellectual Property Rights
The Site Provider and the Registered Users acknowledge and agree that the Companies own a registered design right for the visual
layout of the advertising on the Screen (the "Design Right") and have the right to use the System to display the
digital advertising.
The Companies do not grant the Site Provider or the Registered Users any license to use the Design Right or any other Intellectual
Property Rights in the System.
The Site Provider and the Registered Users shall not, under any circumstances, use, register, market or disclose (to the extent
that it is not otherwise known to the public) the Design Right, or take any action whatsoever, that may compromise the Companies’
Intellectual Property Rights.
Save for Design Right, the Site Provider owns any Intellectual Property Rights in or arising out of any creative works carried out by
the Site Provider or the Registered Users on the Advertisement and shall licence such Intellectual Property Rights to the Companies
for their use on the Companies’ websites and in advertising materials.
Confidentiality and Data Protection
The Site Provider and the Registered Users shall keep in strict confidence all technical or commercial know-how, specifications,
inventions, processes or initiatives and personal data which are of a confidential or personal nature and have been disclosed to the
Site Provider or Registered Users by the Companies, their employees, agents or subcontractors, and any other confidential or personal
information concerning the Companies’ businesses or their products, services or personal data which the Site Provider or the
Registered Users may obtain. The Site Provider and the Registered Users shall restrict disclosure of such confidential or personal
information to such of the Site Provider’s employees, agents or subcontractors as need to know it for the purpose of discharging the
Site Provider’s and the Registered Users’ obligations under these Conditions, and shall ensure that such employees, agents or
subcontractors are subject to obligations of confidentiality and data protection corresponding to those which bind the Site Provider
and the Registered Users. This clause 5 shall survive termination of the Service and the UpLift Media Contract.
Suspension and Cancellation
The Companies reserve the right to omit or suspend an Advertisement, at any time, without liability to the Site Provider or the
Registered User including, but not limited to, if:
the Site Provider goes into receivership or liquidation or becomes bankrupt or insolvent or makes any composition with
its creditors or the Companies reasonably believe that the Site Provider is about to become subject to them; or
the Site Provider breaches any provision of the UpLift Media Contract; or
the Companies receive a complaint regarding an Advertisement or an Advertisement does not comply with these Conditions;
the Companies reasonably believe that the Site Provider or the Registered User is in breach of any warranty given at clause 6;
or
either Company considers that the Advertisement is likely to, or such Advertisement does cause any brand or reputational
damage to either Company,
and in such case the Companies shall notify the Site Provider as soon as possible.
If the Advertisement is suspended or cancelled due to any breach of the Advertising Code or any Relevant Laws then the Companies
or their agent for customer management services DMCL shall have the right to recover any reasonable cost of such damage from the Site
Provider.
Warranties and Indemnities
The Site Provider and the Registered User warrant that the Advertisement does not contravene or is not in breach of the
Advertising Code or any other Relevant Laws and the Site Provider shall indemnify the Companies 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 and all other costs and expenses) suffered or incurred by the Companies arising
out of or in connection with any claim that the Advertisement contravenes or breaches the Advertising Code or any Relevant Laws.
If any Advertisement submitted for publication contains the name or pictorial representation (photographic or otherwise) of any
living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Site
Provider and the Registered User warrants that it has obtained the authority of such living person to make use of such name,
representation and/or copy and the Site Provider shall indemnify the Companies 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 and all other costs and expenses) suffered or incurred by the Companies arising out of or in
connection with any claim that the Advertisement infringes the copyright, trademark or other intellectual property rights of any
person or that it is defamatory of or infringes any other right of any person or any claim brought by any third party against the
Companies arising as a result of a breach of these Conditions by the Site Provider or the Registered Users.
The Site Provider and the Registered User warrant that they own or have a right to use all Intellectual Property Rights
(including in respect of any font or typeface used) in the Advertisement and the Site Provider shall indemnify the Companies 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 and all other costs and expenses) suffered or incurred by
the Companies arising out of or in connection with any claim that the Advertisement infringes the copyright, trademark or other
intellectual property rights of any person or that it is defamatory of or infringes any other right of any person.
Exclusion and Limitation of Liability
Nothing in these Conditions shall limit or exclude the Companies’ liability for death or personal injury caused by its
negligence, or the negligence of its employees, agents or subcontractors;
Subject to clause 8.1 the Companies shall under no circumstances whatsoever be liable to the Site Provider or the Registered
User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
any losses, damages, costs or expenses suffered as a result of any total or partial failure, howsoever caused, of the
screening of the Advertisement or the availability of any Screen at the Site at which the Advertisement is scheduled to be
displayed;
the quality of the reproduction of any photograph, image, logo or text or graphic in the Advertisement that is not
supplied in accordance with the Companies’ Specifications;
the omission or suspension of the Advertisement in accordance with clause 5.1; or
loss of profits whether direct or indirect; or
loss of business; or
loss of trade; or
any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising under or in connection
with the use of the Service.
Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest
extent permitted by law, excluded..
This clause 7 shall survive termination of the Service and the UpLift Media Contract.
Termination
Without limiting their other rights or remedies under the UpLift Media Contract, the Companies may terminate the Service with
immediate effect by giving written notice to the Site Provider at any time.
Variation
The Companies may change or add to these Conditions, as they believe necessary. Notice of such changes or additions or any other
notice to be given by the Companies under these Conditions may be given by whatever written means the Companies choose.
Assignment
The Companies may at any time assign, transfer, charge, subcontract, novate or deal in any other manner with all or any part of
its rights or obligations under these Conditions.
The Site Provider may not assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or
obligations under these Conditions without the prior written consent of the Companies.
Notice
Any notice to be given under this Agreement must be in writing. A notice to the Site Provider may be sent by post or by email to, or
in accordance with the Site Provider’s details for correspondence. A notice to the Companies must be sent by paid post to UpLift Media
PO Box 1805, Livingston, West Lothian EH54 7XG (or such address notified to the Site Provider).
All notices shall be deemed to have been received three (3) days after posting or on the following day if sent by email.
Waiver
No failure or delay by the Companies to exercise any right or remedy provided under these Conditions or by law shall constitute
a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or
remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other
right or remedy.
Third Party Rights
Other than in respect of DMCL and either Company, a person who is not a party to these Conditions shall not have any rights under or
in connection with it.
Governing Law and Jurisdiction
These Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance
with the laws of England and Wales.
The Site Provider, the Registered Users and the Companies irrevocably agree that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions.
