Media Planner - Terms & Conditions

AMI Service – Subscription Licence Agreement

These terms of use apply to the access to and use of the AMI Services by Subscribers (the ‘Subscriber’).

This Subscription Licence Agreement (‘Agreement’) is between the Subscriber and Advance Media Information Ltd (‘AMI’).

1. Definitions

In this Agreement:

‘AMI Service’ means the business information services which may be accessed by its fee paying subscribers via the following websites:

www.markets-tracker.co.uk
www.marketing-planner.co.uk
www.media-planner.co.uk
www.applanner.com

or any other AMI web platform subscription service as may be offered from time to time.

‘Subscription Fee’ means the fees charged for use of the AMI Service as stated in this Agreement

‘Information’ means any information, except Web Content, contained in the AMI Service;

‘Password’ means an individual password provided by AMI to the Subscriber pursuant to which a Subscriber is enabled to access the AMI Service;

‘Web Content’ means publicly available content which may be accessed through the AMI Service via links to third party sites on the internet, and which is identified within the AMI Service as being from a web site.

2. AMI Service

2.1 AMI grants to the Subscriber a non-exclusive, non-transferable, non-sublicensable, non-assignable license to use the AMI Service and the Information pursuant to the terms of this Agreement.

2.2 AMI retains control and ownership of the form and content of the AMI Service. The Subscriber shall not acquire any ownership rights in the AMI Service or the Information, and the Subscriber shall not alter the form or content of the AMI Service without the written permission of AMI.

2.3 The Information contained within the AMI Service is either licensed from third party information providers or is proprietary to AMI. The Subscriber acknowledges that rights to use the Information in this Agreement are contractual and exist independently of copyright law, accordingly these rights cannot be affected by any licence from a copyright holder or a reproduction agent acting on their behalf.

3. Use of the AMI Service

3.1 The Subscriber may:

(a) review and download Information for his/her own use; and

(b) include in internal reports and/or reports to customers, on an occasional and infrequent basis, data extracts from the Information, provided that such data extracts are attributed to AMI as the source.

3.2 The Subscriber shall not:

(a) reproduce, distribute, display, sell, publish, broadcast or circulate the Information to any third party (other than as authorized in section 3.1(b)), nor make the Information available for any such use;

(b) remove, conceal or alter any copyright notices contained in the AMI Service or the Information;

(c) create or store in electronic form any shared library or archive of Information which could be used as a research application;

(d) use the authority granted in section 3.1(b) as a substitute for other users to subscribe for the AMI Service, and for the avoidance of doubt, the Subscriber may not on a regular basis, or an irregular but frequent basis, distribute more than small amounts of the Information to any individuals; or

(e) share the Password with any third party.

3.3 The Subscriber shall comply with any additional restrictions notified by means of any on-screen notices contained within a data item to which the additional restriction relates.

4. Subscription Fee

4.1 The Subscriber agrees to pay the Subscription Fee to AMI within 14 days of receipt of invoice. In addition to the relevant Subscription Fee, the Subscriber shall be responsible for all applicable sales, value-added and other such taxes or duties (including withholding tax) payable in respect of this Agreement, so that after payment of any such taxes or duties the amount received by AMI is not less than the aggregate of the Subscription Fee.

4.2 If the Subscriber is based within any member state of the European Union, then VAT will be charged unless a valid VAT number is provided to AMI. If the Subscriber is based outside the European Union, then no sales or value added tax will be charged. These statements are true as at 1 January 2006, the position may change which could result in a Subscriber becoming liable to pay any such tax.

4.3 AMI reserves the right to increase the Subscription Fee on each anniversary of the Commencement Date by no more than the prevailing UK RPI.

5. Term and termination

5.1 This Agreement will continue for the Initial Term and thereafter until terminated by either party giving 6 months written notice, such notice to take effect no earlier than the end of the Initial Term.

Where the Subscriber has already paid in advance no refund will be due. Termination will take effect on the later of the end of the 6 months written notice or expiry of the subscription already paid for.

5.2 If the Subscriber commits a material breach of this Agreement, AMI may suspend any Service without notice or penalty until such breach is remedied. AMI will give the Subscriber written notice of such breach.

5.3 Notwithstanding the above AMI reserves the right to terminate this Agreement immediately if payment is more than 30 days overdue.

6. Warranty, liability, indemnity and force majeure

6.1 AMI shall make reasonable efforts to ensure the accuracy and reliability of the AMI Service. Except as specified in this Agreement, all express or implied representations, warranties, conditions and undertakings are excluded. This Agreement does not give the Subscriber any rights against third party information providers with respect to use of Information.

6.2 AMI accepts liability only for: death or personal injury caused by its negligence; or any other direct loss or physical damage caused by its negligence or wilful misconduct. Neither AMI, nor any of its affiliates, will be held liable in relation to the accuracy or timeliness of the Information or for any loss or damage of any type in connection with the provision of or failure to provide AMI Service, except as set out in this section 7. The total liability of AMI under this Agreement shall, to the extent permitted by law, under no circumstances exceed the Subscription Fee paid by the Subscriber in the twelve months preceding such claim.

6.3 AMI shall have no liability in respect of any delay or failure to carry out any of its obligations under this Agreement caused by fire, strikes or other industrial action or dispute, acts of Government, default of suppliers or subcontractors, or any circumstances outside the reasonable control of AMI.

6.4 The Web Content is not included as Information for the purposes of this Agreement and AMI does not accept any liability in relation to the Web Content.
6.5 The Subscriber shall indemnify AMI for any loss or damage suffered arising out of any use of the Information beyond the rights expressly granted to the Subscriber under this Agreement.

7. Notices

7.1 Other than as set out below, all notices shall be in writing, and delivered by facsimile or electronic mail, to the addresses stipulated by each party. Notice shall be deemed received on the date actually received.

8. General

8.1 The terms and conditions set out in this Agreement represent the entire agreement between both parties relating to the AMI Service and supersede all prior agreements and representations. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power and/or remedy. Neither party will be liable for any loss or failure to perform an obligation due to circumstances beyond its reasonable control.

8.2 The official language of this Agreement shall be the English language and no translation into any other language may be used in its interpretation.

8.3 This Agreement shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts to resolve any disputes between them.

9. Who is AMI?

Advance Media Information Ltd - A Precise Media Group Company
Registered in England, Company number 3528049 (“AMI”)

Registered office:
The Registry, Royal Mint Court, London EC3N 4QN

Telephone Enquiries & Support

Sales & Suport Hotline: +44(0)203 301 4490

Accounts or General Enquiries: +44(0)20 7264 4799