Exaget Limited Terms of Use

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

1.1    These Terms of Use (as may be amended from time to time) set out the terms on which we provide all our services to you (whether directly or indirectly). By:

(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,
you acknowledge and agree to be bound by these Terms of Use.

1.2    Exaget may at any time without notice modify these Terms of Use. We will notify you of any changes to these Terms of Use via posting a notice on the Website.
1.3    By continuing to use the Website, the App and our Services after changes to these Terms of Use are made and notified to you, you agree to be bound by such changes.
1.4    You can review the most current version of our Terms of Use at any time by clicking on the “Terms of Use” link located at the bottom of the Website. The most current version displayed on that page will supersede all previous versions.

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.
4.2    You also agree not to interfere with the servers or networks connected to the Website and App or to violate any of the procedures, policies or regulations of networks connected to the Website or App, including these Terms of Use. You also agree not to:

(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.
5.2    In using the Website and/or App, you may have access to links and resources provided by third parties. Such resources (and any content available as a result of following any links) are the sole responsibility of the third party providers and Exaget is not responsible for any such content. When following a link to a third party website, you become bound by the terms of use of such website which you should review prior to using any goods or services provided through the resource or website.

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.
8.2    In no event shall Exaget, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Website, the App, the Services or these Terms of Use, on any theory of liability, and whether or not advised of the possibility of damage.
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.

9.    INDEMNITY

9.1    You agree to indemnify and hold Exaget, and each of its respective shareholders, directors, officers, employees, agents and partners harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of your violation of any law or the rights of any third party or these Terms of Use.

10.    DISPUTES

10.1    You agree that these Terms of Use and any claim, dispute or controversy arising out of or in connection with these Terms of Use or their subject matter or formation (including non-contractual disputes or claims), the Website, the App, the Services, Exaget’s advertising or any related transaction between you and Exaget shall be governed by and construed in accordance with English 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.

11.    TERMINATION

11.1    Exaget may change, discontinue, suspend or cease to provide the Website and/or the App at any time without prior notice. We reserve the right to terminate these Terms of Use for any reason, without notice, and these Terms of Use shall automatically terminate in the event that you violate any of the terms and conditions set forth herein (with prejudice to our accumulated rights against you). In the event of any termination, you will immediately cease access to the Website and the App.

12.    GENERAL

12.1    These Terms of Use are agreed between Exaget and you. No other person shall have any rights under or connection with these Terms of Use under the Contracts (Rights of Third Parties) Act 1999.
12.2    If any court or competent authority decides that any term of these Terms of Use is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
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.
12.5    Our failure to enforce any provision of these Terms of Use shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.
12.6    You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights under these Terms of Use without our prior express written consent.
12.7    These Terms of Use set forth the entire understanding and agreement between you and Exaget with respect to the subject matter hereof.

13.    CONTACT US

13.1    If you have any questions about these Terms of Use or the use of the Website, please contact us at: info@exaget.com

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.
14.7    We reserve the right in our sole and absolute discretion to terminate these Terms of Use (and our provision of the Services) where any sums remain outstanding more than 14 days after they are due.
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.