PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISCLAIMER OF WARRANTY AND A LIMITATION OF LIABILITY CLAUSE.
1. ABOUT THESE TERMS AND CONDITIONS
(a) accessing and using any website maintained by us including without limitation the websites at www.exaget.com, www.untuneme.com, www.utune.me and our social networking pages (together the “Website”); or
(b) accessing or using any application published by us (together the “App”); or
(c) using the Services (as defined below); or
(d) communicating with us either by telephone or electronically,
2. INFORMATION ABOUT US
2.1 We operate the Website. We are Exaget Oy, a limited company incorporated in Finland with registered number 2446666-5 and registered address at Energiakuja 3, 00180 Helsinki, FINLAND.
2.2 References to “Exaget”, “we” and “us” are references to Exaget Oy.
3. SCOPE OF OUR SERVICE
3.1 The Website and App are online platforms through which users can listen to and time-shift broadcast radio programs and broadcasters (referred to as “Merchant Users” herein) can transmit targeted advertising to classes of listener in accordance on the basis of their location, age and listening preferences (the “Services”). In providing the Services, Exaget aims to increase the efficiency of radio advertising by tailoring advertising transmitted through the Website and the App to the listening profiles of listeners.
4. YOUR CONDUCT
4.1 By using the Website and/or App and/or the Services, you agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Website or App.
(a) conduct or promote any illegal activities while using the Website or App or use the Website or App for any unlawful purpose;
(b) other than where you are using the Services as a Merchant User, conduct or promote any commercial activities while using the Website or App or use the Website or App for any commercial purpose;
(c) upload, distribute or print anything that may be harmful to minors;
(d) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Website or App to any third party, or jeopardize the correct functioning of the Website or App, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website or App;
(e) attempt to gain access to secured portions of the Website or App to which you do not possess access rights;
(f) impersonate any other person while using the Website or App;
(g) conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Website or App;
(h) resell or export the software associated with the Website or App;
(i) use the Website or App to generate unsolicited advertisements or spam; or
(j) use any automatic or manual process to search or harvest information from the Website or App, or to interfere in any way with the proper functioning of the Website or App.
5. THIRD PARTY CONTENT
5.1 The Exaget Services give you the ability to listen to and time-shift broadcast radio programs over which Exaget exercises no editorial or programming control. Exaget are not responsible for any content provided by broadcasters or advertisers.
6. INTELLECTUAL PROPERTY
6.1 Exaget and/or its licensor(s) are the sole owners of the Website and App, which includes any software, domains, and content made available through them. The Website and App are protected by UK and international copyright and other intellectual property laws.
6.2 We permit you to use the Website and App for your own personal and non-commercial use only (except where you are a Merchant User when we acknowledge that you use the Services provided through the Website and App for commercial purposes) and Exaget grants you a limited license solely for that purpose. You are therefore not permitted to re-sell, re-publish, export, modify, reverse engineer, scrape, copy, display for commercial purposes, download, distribute, transmit or reproduce, any content, information, software, products, or services for any purpose or activity.
6.3 Any unauthorized use of the Website or App will result in the automatic termination of the limited license granted by us. Exaget reserve the right to terminate the limited license without notice at any time following an unauthorized use by you of the Website or the App.
6.4 Exaget, UTuneMe and its graphics, logos, icons and service names related to the Website and App are registered and unregistered trademarks or trade dress of Exaget. They may not be used without Exaget’s prior express written permission.
6.5 All other trademarks not owned by Exaget that appear in connection with the Website or App are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Exaget.
7. ELECTRONIC COMMUNICATIONS
7.1 By using the Website and/or App, you consent to receiving electronic communications and notices from Exaget.
7.2 You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
8. NO WARRANTY & LIABILITY LIMIT
8.1 Exaget provides the Website and App “as is” and without any warranty or condition, whether express, implied or statutory. Exaget specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Exaget assumes no liability or responsibility for any errors or omissions in the Website or App or offers or promotions made available to you or on your behalf through the Website or App; any failures, delays or interruptions in the Website or App; any losses or damages arising from the use of the Website, or App including, without limitation, any damage to your mobile device; or any conduct by users of the Website or App. We reserve the right to deliver the Website and App in our sole and absolute discretion.
8.3 Exaget does not recommend any advertiser promoted through the Services via the Website or the App.
8.4 Exaget does not seek to exclude liability for death or personal injury caused by any negligence, or fraud or fraudulent misrepresentation on the part of Exaget.
8.5 If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
10.2 Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
12.3 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
12.4 Exaget will not be liable for any failure to perform the Services which is due to any event(s) or circumstance(s) if the non performance is caused by force majeure. By way of example force majeure includes, but is not limited to, war, revolution, terrorist act, closure of borders, epidemic, natural catastrophe or other causes that seriously affect both parties and other unforeseeable causes beyond Exaget’s control.
13. CONTACT US
14. PROVISIONS APPLICABLE TO MERCHANT USERS ONLY
14.1 References to “you” in this section 14 are to the Merchant User, or the company or organization on whose behalf the Merchant User accesses, downloads or uses the Website or the App.
14.2 We may charge fees for use of the Services to our Merchant Users. The level of fees will be in accordance with our pricing schedule as agreed with you from time to time.
14.3 We reserve the right to increase our charges by giving no less than 14 days written notice to you (the “Change Notice”). In the event that we send you a Change Notice, you may terminate your relationship with us by giving us written notice prior to the expiry of 14 days from the date we notified you of the change in our fees (the “Change Date”). Our relationship will terminate at midnight on the later of the Change Date and 24 hours after we receive your cancellation notice.
14.4 In the event that we do not receive a cancellation notice in accordance with paragraph 14.3 by the Change Date, we will automatically charge the increased fees set out in the Change Notice for provision of the Services from the Change Date.
14.5 Unless otherwise agreed in writing with Exaget, we require payment of all fees monthly in advance by direct debit. We will send you an invoice by email no less than 14 days prior to the due date for payment.
14.6 We reserve the right in our sole and absolute discretion to charge interest at 8% above the base rate of the Bank of England from time to time on any sums due but unpaid.
14.8 You undertake and agree to promptly provide us with all information, content and assistance reasonably requested by us in order to enable us to provide the Services to you. In the event that you fail to provide us with any information, content or assistance promptly, we reserve the right in our sole and absolute discretion to suspend or terminate provision of the Services.