Date last revised: August 11, 2014
The Web-based IFRRO Software Environment ("WISE") is a rights management service that permits IFRRO RROs to manage their works, rightholder, distribution, licensing and ARROW data (the "Deposits"). The RRO (“The Licensee”, “You”) can store, update and retrieve its Deposits and make its Deposits available through a variety of commercial services (the "Third Party Services").
WISE is provided jointly by the International Federation of Reproduction Rights Organisations ("IFRRO") and PepperTag Incorporated ("PepperTag"). It is operated by PepperTag for the benefit of IFRRO members and other RROs or CMOs that IFRRO authorises to make use of WISE.
This Agreement (as defined in Section 2 below) applies to the Licensee’s access and use of the Services (as defined in Section 2 below), as owned and operated by PepperTag Inc.. Please read this Agreement carefully.
WISE Terms of Service
1. OVERVIEW
1.1 Scope of Agreement. By clicking the [“I agree to the WISE Terms of Services” button], You signify that you agree to be bound by this Agreement, along with the policies and agreements referred to in this Agreement, which are incorporated herein by reference including, but not limited to, the Privacy Policy and the Website Terms (as defined in Section 2 below). If you do not agree with the terms of this Agreement, please click on the “Back” button of your browser or click on the “Cancel” button below to exit the Website (as defined in Section 2 below).
1.2 Acceptance. You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with PepperTag. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records. If you, being the individual accepting this Agreement, are agreeing to this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to this Agreement, in which case the terms "you" and "your" shall refer to such corporate entity. If, after your acceptance of this Agreement, PepperTag finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement.
1.3 Modification. PepperTag reserve the right to change the terms of this Agreement at any time by publishing the revised Agreement on the Website. The revised Agreement shall become effective within thirty (30) days of such publication, unless you expressly accept the revised Agreement earlier by clicking on the then applicable accept button (if this option is made available). Your express acceptance or your continued use of the Services after expiry of the notice period of thirty (30) days shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement.
1.4 Registration The Licensee may not register for an account or use the WISE, Website or Third Party Services unless it is a member of IFRRO or otherwise authorised by IFRRO to make use of the software. The Licensee agrees that any registration information it provides (whether online or otherwise) will always be complete, accurate and up to date.
1.1 Scope of Agreement. By clicking the [“I agree to the WISE Terms of Services” button], You signify that you agree to be bound by this Agreement, along with the policies and agreements referred to in this Agreement, which are incorporated herein by reference including, but not limited to, the Privacy Policy and the Website Terms (as defined in Section 2 below). If you do not agree with the terms of this Agreement, please click on the “Back” button of your browser or click on the “Cancel” button below to exit the Website (as defined in Section 2 below).
1.2 Acceptance. You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with PepperTag. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records. If you, being the individual accepting this Agreement, are agreeing to this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to this Agreement, in which case the terms "you" and "your" shall refer to such corporate entity. If, after your acceptance of this Agreement, PepperTag finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement.
1.3 Modification. PepperTag reserve the right to change the terms of this Agreement at any time by publishing the revised Agreement on the Website. The revised Agreement shall become effective within thirty (30) days of such publication, unless you expressly accept the revised Agreement earlier by clicking on the then applicable accept button (if this option is made available). Your express acceptance or your continued use of the Services after expiry of the notice period of thirty (30) days shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement.
1.4 Registration The Licensee may not register for an account or use the WISE, Website or Third Party Services unless it is a member of IFRRO or otherwise authorised by IFRRO to make use of the software. The Licensee agrees that any registration information it provides (whether online or otherwise) will always be complete, accurate and up to date.
2. DEFINITIONS. Capitalized terms used in this Agreement, and not otherwise defined in this Agreement, shall have the following meanings:
2.1 “Agreement” means these terms and conditions of use as it may be supplemented, amended, restated or replaced.
2.2 “Deposits” means works, rightholder, distribution, licensing and ARROW data submitted by Licensees.
2.3 “Licensee” means participating RRO.
2.4 “Person” means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any person acting in a representative capacity.
2.5 “Personal Information” means any information about an identifiable individual.
2.6 “Privacy Policy” means PepperTag’s privacy policy, which, among other things, governs the collection, retention, use and disclosure of Personal Information (as defined below) by PepperTag and is available at [http://peppertag.com/WISE_privacy.html]. The Privacy Policy is incorporated into this Agreement by reference.
2.7 “Report” means a report that is generated using Your Data through the Services including, but not limited to any economic projections.
2.8 “Services” means the online version of PepperTag’s proprietary tools and services known as “WISE” and which are available at the Website.
2.9 "Your Data" means: (i) any data or information, including, but not limited to, Personal Information, disclosed or provided to PepperTag by you during the course of your access and use of the Services; and (ii) data or information generated by your use of the Services, other than Reports.
2.10 “Website” means the secure portions of the website located at ifrrosys.peppertag.com that are used to access your Account (as defined below), the Services and Reports.
2.11 “Website Terms” means the terms of use for the non-secure portions of the ifrrosys.peppertag.com website, which are available at [http://peppertag.com/WISE_TOS.html]. The Website Terms are incorporated into this Agreement by reference.
2.1 “Agreement” means these terms and conditions of use as it may be supplemented, amended, restated or replaced.
2.2 “Deposits” means works, rightholder, distribution, licensing and ARROW data submitted by Licensees.
2.3 “Licensee” means participating RRO.
2.4 “Person” means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any person acting in a representative capacity.
2.5 “Personal Information” means any information about an identifiable individual.
2.6 “Privacy Policy” means PepperTag’s privacy policy, which, among other things, governs the collection, retention, use and disclosure of Personal Information (as defined below) by PepperTag and is available at [http://peppertag.com/WISE_privacy.html]. The Privacy Policy is incorporated into this Agreement by reference.
2.7 “Report” means a report that is generated using Your Data through the Services including, but not limited to any economic projections.
2.8 “Services” means the online version of PepperTag’s proprietary tools and services known as “WISE” and which are available at the Website.
2.9 "Your Data" means: (i) any data or information, including, but not limited to, Personal Information, disclosed or provided to PepperTag by you during the course of your access and use of the Services; and (ii) data or information generated by your use of the Services, other than Reports.
2.10 “Website” means the secure portions of the website located at ifrrosys.peppertag.com that are used to access your Account (as defined below), the Services and Reports.
2.11 “Website Terms” means the terms of use for the non-secure portions of the ifrrosys.peppertag.com website, which are available at [http://peppertag.com/WISE_TOS.html]. The Website Terms are incorporated into this Agreement by reference.
3. ACCESS AND USE OF THE SERVICES
3.1 Services License Grant. Subject to the terms and conditions of this Agreement, PepperTag grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to: (i) access and use the Services; and (ii) view, print, download and copy Reports from the Website. The foregoing license is personal to you and is not transferable by you to any other Person.
3.2 Accounts. You will have to register for and create an account (“Account”) in order to access and use the Services. You represent and warrant to PepperTag that all information that you submit when you register for your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If PepperTag has reason to believe that any of your Account information is untrue, inaccurate, out-of-date or incomplete, PepperTag reserves the right, in its sole and absolute discretion, to terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your login and password. You must notify PepperTag immediately of any breach of security or unauthorized use of your Account. PEPPERTAG WILL NOT BE LIABLE FOR ANY LOSS YOU INCUR DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT. YOU, HOWEVER, MAY BE LIABLE FOR ANY LOSS INCURRED BY PEPPERTAG OR OTHERS CAUSED BY YOUR ACCOUNT, WHETHER CAUSED BY YOU OR BY AN UNAUTHORIZED PERSON. The foregoing sentence shall survive the termination of this Agreement.
3.3 Accuracy of Information.
(a) Accurate records enable PepperTag to provide the Service to you. You must provide true, accurate, current and complete information in order for the Services to function effectively. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.
(b) You acknowledge and agree that Reports are generated from the data and information that You provide and enter online using the Services and that reliance on any information accessible through the Website, the Services and/or Reports is solely at Your own risk. PepperTag will not be liable for any error or misinformation provided by You. You further acknowledge and agree that Reports do not provide or contain all information that may be relevant or necessary to produce accurate or reliable projections or resulting (including, but not limited, those of an economic, financial or operational nature). PEPPERTAG WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR THE USE, MISUSE OR RELIANCE ON ANY REPORTS OR THE SERVICES.
(c) You understand and agree to that data, features, tools or functionality made available by the Services, and related content are provided for planning purposes only. You should exercise judgment in your use of any of the foregoing.
3.4 Prohibited Activity.
(a) You shall not use the Services in any fashion except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, you shall not, and shall not permit any other Person to, directly or indirectly, do any of the following acts: (i) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Services, the Website and/or any part of either of them; (ii) modify, translate, or create derivative works based on any portion of the Services and/or the Services; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit any portion of the Services, the Website and/or any part of either of them; (iv) publish or disclose to any Person the Reports; (v) create any link to the Services or frame or mirror any content contained or accessible from the Services and/or the Website; (vi) wilfully tamper with the security of any portion of the Services, the Website and/or any part of either of them; (vii) knowingly access data on or available through the Services and/or the Website not intended for you; (viii) attempt to probe, scan or test the vulnerability of any portion of the Services and/or the Website or to breach the security or authentication measures without proper authorization; (ix) unlawfully use, transmit, disseminate or otherwise make available content on or through the Services that is unlawful, threatening, abusive, libellous, slanderous, defamatory or otherwise offensive or illegal; (x) providing or using “tracking” or monitoring functionality in connection with the Services, including, without limitation, to identify any other Person’s actions or other activities on the Services; (xi) impersonating or attempting to impersonate PepperTag or its employees (including, without limitation, the use of email addresses associated with any of the foregoing); (xii) using the account, username, or password of another user of the Services at any time or disclosing your password to any third party or permitting any third party to access your Account; or (xiii) violate any local, provincial, state, federal or foreign law, treaty, regulation or convention applicable to you in connection with use of the Services.
(b) You acknowledge and agree that the Services contain PepperTag’s valuable trade secrets and confidential information. Accordingly, you agree, unless otherwise permitted by this Agreement, to maintain the information contained in the Services and your Reports in strict confidence. You will not use the Services (or any part of the Services) for any purpose or activity that may be competitive with PepperTag’s business.
3.5 Your Obligations. In addition to the obligations set forth elsewhere in this Agreement, you shall be solely responsible for the accuracy, quality, integrity and legality of Your Data and the means by which You acquire Your Data.
3.6 Privacy and your Personal Information. For information about PepperTag’s privacy and data protection practices, please read the Privacy Policy, which is hereby incorporated into this Agreement. This policy explains how PepperTag treats your Personal Information when you access the Website and use the Services. The policy may be updated from time to time at PepperTag’s discretion. Changes will be effective upon posting to the Website.
3.7 Modification. PepperTag reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or any part thereof, with or without notice. PepperTag shall not be liable to you or to any third party for any modification, suspension or discontinuance of such Services.
3.1 Services License Grant. Subject to the terms and conditions of this Agreement, PepperTag grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to: (i) access and use the Services; and (ii) view, print, download and copy Reports from the Website. The foregoing license is personal to you and is not transferable by you to any other Person.
3.2 Accounts. You will have to register for and create an account (“Account”) in order to access and use the Services. You represent and warrant to PepperTag that all information that you submit when you register for your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If PepperTag has reason to believe that any of your Account information is untrue, inaccurate, out-of-date or incomplete, PepperTag reserves the right, in its sole and absolute discretion, to terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your login and password. You must notify PepperTag immediately of any breach of security or unauthorized use of your Account. PEPPERTAG WILL NOT BE LIABLE FOR ANY LOSS YOU INCUR DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT. YOU, HOWEVER, MAY BE LIABLE FOR ANY LOSS INCURRED BY PEPPERTAG OR OTHERS CAUSED BY YOUR ACCOUNT, WHETHER CAUSED BY YOU OR BY AN UNAUTHORIZED PERSON. The foregoing sentence shall survive the termination of this Agreement.
3.3 Accuracy of Information.
(a) Accurate records enable PepperTag to provide the Service to you. You must provide true, accurate, current and complete information in order for the Services to function effectively. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.
(b) You acknowledge and agree that Reports are generated from the data and information that You provide and enter online using the Services and that reliance on any information accessible through the Website, the Services and/or Reports is solely at Your own risk. PepperTag will not be liable for any error or misinformation provided by You. You further acknowledge and agree that Reports do not provide or contain all information that may be relevant or necessary to produce accurate or reliable projections or resulting (including, but not limited, those of an economic, financial or operational nature). PEPPERTAG WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR THE USE, MISUSE OR RELIANCE ON ANY REPORTS OR THE SERVICES.
(c) You understand and agree to that data, features, tools or functionality made available by the Services, and related content are provided for planning purposes only. You should exercise judgment in your use of any of the foregoing.
3.4 Prohibited Activity.
(a) You shall not use the Services in any fashion except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, you shall not, and shall not permit any other Person to, directly or indirectly, do any of the following acts: (i) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Services, the Website and/or any part of either of them; (ii) modify, translate, or create derivative works based on any portion of the Services and/or the Services; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit any portion of the Services, the Website and/or any part of either of them; (iv) publish or disclose to any Person the Reports; (v) create any link to the Services or frame or mirror any content contained or accessible from the Services and/or the Website; (vi) wilfully tamper with the security of any portion of the Services, the Website and/or any part of either of them; (vii) knowingly access data on or available through the Services and/or the Website not intended for you; (viii) attempt to probe, scan or test the vulnerability of any portion of the Services and/or the Website or to breach the security or authentication measures without proper authorization; (ix) unlawfully use, transmit, disseminate or otherwise make available content on or through the Services that is unlawful, threatening, abusive, libellous, slanderous, defamatory or otherwise offensive or illegal; (x) providing or using “tracking” or monitoring functionality in connection with the Services, including, without limitation, to identify any other Person’s actions or other activities on the Services; (xi) impersonating or attempting to impersonate PepperTag or its employees (including, without limitation, the use of email addresses associated with any of the foregoing); (xii) using the account, username, or password of another user of the Services at any time or disclosing your password to any third party or permitting any third party to access your Account; or (xiii) violate any local, provincial, state, federal or foreign law, treaty, regulation or convention applicable to you in connection with use of the Services.
(b) You acknowledge and agree that the Services contain PepperTag’s valuable trade secrets and confidential information. Accordingly, you agree, unless otherwise permitted by this Agreement, to maintain the information contained in the Services and your Reports in strict confidence. You will not use the Services (or any part of the Services) for any purpose or activity that may be competitive with PepperTag’s business.
3.5 Your Obligations. In addition to the obligations set forth elsewhere in this Agreement, you shall be solely responsible for the accuracy, quality, integrity and legality of Your Data and the means by which You acquire Your Data.
3.6 Privacy and your Personal Information. For information about PepperTag’s privacy and data protection practices, please read the Privacy Policy, which is hereby incorporated into this Agreement. This policy explains how PepperTag treats your Personal Information when you access the Website and use the Services. The policy may be updated from time to time at PepperTag’s discretion. Changes will be effective upon posting to the Website.
3.7 Modification. PepperTag reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or any part thereof, with or without notice. PepperTag shall not be liable to you or to any third party for any modification, suspension or discontinuance of such Services.
4. PROPRIETARY RIGHTS
4.1 Reservation of Rights. IFRRO is the sole decider on who should have, or not have, access to the WISE, and that PepperTag cannot offer, or refuse to offer, the WISE to any organisation or individual without the prior written consent of IFRRO. This Agreement does not transfer or assign to you any intellectual property right including, but not limited to, any patent, design, industrial design, trademark, servicemark, copyright or rights in any confidential information or trade secrets, in or related to the Services, the Website, Reports and/or or any part thereof. The Services, the Website (including, without limitation, any text, data, files, images, photos, video, works, works of authorship, applications, or any other materials) and, subject to Section 5.2, the Reports and all copies thereof remain the property of PepperTag and are licensed to you under this Agreement. You acknowledge and agree that there are no implied licenses granted under this Agreement, and all rights, granted to you hereunder shall remain with PepperTag. PepperTag has no obligation to you with respect to providing notice of or acquiring such licenses. Nothing in this Agreement shall adversely affect any rights and recourse to remedies, including, but not limited to, injunctive relief, that PepperTag may have under any applicable laws relating to the protection of intellectual property or other rights.
4.2 Right You Grant to PepperTag and PepperTag’s Use of Your Data.
(a) You acknowledge and agree that certain features and/or functionality of the Services require the provision and transfer of Your Data to PepperTag. PepperTag requires certain license rights from you to Your Data in order to provide access and use of Services and Reports and, in connection with the foregoing, you hereby grant to PepperTag a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute, and display Your Data solely: (i) on and through the Services and Reports; and (ii) for the purposes of providing the Services and Reports to you. By submitting this content to PepperTag, you represent that you are entitled to submit it to PepperTag for use for this purpose, without any obligation by PepperTag to pay any fees or other limitations.
(b) PepperTag will not disclose Your Data, except: (i) where you expressly authorisze PepperTag to do so; (ii) as necessary to provide the Services to you; or (iii) in order to comply with this Agreement or the request of regulatory or governmental bodies, law enforcements requests, subpoenas or court orders. PepperTag shall not modify or access Your Data except to provide the Services, prevent or address service or technical problems or in connection with customer support matters.
(c) PepperTag’s collection and use of Personal Information provided by you to PepperTag shall be in accordance with the Privacy Policy. You further acknowledge and agree that PepperTag’s obligations towards the protection and use such Personal Information shall be limited to as set forth in this Agreement. You hereby represent and warrant to PepperTag that you do and will at all times have the necessary consents and permissions of all applicable individuals to transfer, provide and/or otherwise disclose their information including, but not limited to, Personal Information, to PepperTag and that all such disclosure does not and shall not violate the rights of any Person.
4.3 Suggestions. Notwithstanding any term of this Agreement, you acknowledge and agree that by submitting any suggestions, enhancement requests, recommendations or other feedback provided to PepperTag by you relating to the Services (collectively, “Submissions”), you thereby (a) represent and warrant that none of the Submissions are confidential or proprietary to you or to any other person; and (b) grant PepperTag and its affiliates an irrevocable, perpetual, royalty-free, non-exclusive, unrestricted, worldwide license to: (i) use, copy, publish, transmit, perform and display the Submissions for any purpose; (ii) create derivative works from such Submissions; and (iii) implement and use the Submissions and any suggestions, concepts or ideas contained therein without compensation to you. Furthermore, you agree that PepperTag is not responsible for the confidentiality of the Submissions.
4.1 Reservation of Rights. IFRRO is the sole decider on who should have, or not have, access to the WISE, and that PepperTag cannot offer, or refuse to offer, the WISE to any organisation or individual without the prior written consent of IFRRO. This Agreement does not transfer or assign to you any intellectual property right including, but not limited to, any patent, design, industrial design, trademark, servicemark, copyright or rights in any confidential information or trade secrets, in or related to the Services, the Website, Reports and/or or any part thereof. The Services, the Website (including, without limitation, any text, data, files, images, photos, video, works, works of authorship, applications, or any other materials) and, subject to Section 5.2, the Reports and all copies thereof remain the property of PepperTag and are licensed to you under this Agreement. You acknowledge and agree that there are no implied licenses granted under this Agreement, and all rights, granted to you hereunder shall remain with PepperTag. PepperTag has no obligation to you with respect to providing notice of or acquiring such licenses. Nothing in this Agreement shall adversely affect any rights and recourse to remedies, including, but not limited to, injunctive relief, that PepperTag may have under any applicable laws relating to the protection of intellectual property or other rights.
4.2 Right You Grant to PepperTag and PepperTag’s Use of Your Data.
(a) You acknowledge and agree that certain features and/or functionality of the Services require the provision and transfer of Your Data to PepperTag. PepperTag requires certain license rights from you to Your Data in order to provide access and use of Services and Reports and, in connection with the foregoing, you hereby grant to PepperTag a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute, and display Your Data solely: (i) on and through the Services and Reports; and (ii) for the purposes of providing the Services and Reports to you. By submitting this content to PepperTag, you represent that you are entitled to submit it to PepperTag for use for this purpose, without any obligation by PepperTag to pay any fees or other limitations.
(b) PepperTag will not disclose Your Data, except: (i) where you expressly authorisze PepperTag to do so; (ii) as necessary to provide the Services to you; or (iii) in order to comply with this Agreement or the request of regulatory or governmental bodies, law enforcements requests, subpoenas or court orders. PepperTag shall not modify or access Your Data except to provide the Services, prevent or address service or technical problems or in connection with customer support matters.
(c) PepperTag’s collection and use of Personal Information provided by you to PepperTag shall be in accordance with the Privacy Policy. You further acknowledge and agree that PepperTag’s obligations towards the protection and use such Personal Information shall be limited to as set forth in this Agreement. You hereby represent and warrant to PepperTag that you do and will at all times have the necessary consents and permissions of all applicable individuals to transfer, provide and/or otherwise disclose their information including, but not limited to, Personal Information, to PepperTag and that all such disclosure does not and shall not violate the rights of any Person.
4.3 Suggestions. Notwithstanding any term of this Agreement, you acknowledge and agree that by submitting any suggestions, enhancement requests, recommendations or other feedback provided to PepperTag by you relating to the Services (collectively, “Submissions”), you thereby (a) represent and warrant that none of the Submissions are confidential or proprietary to you or to any other person; and (b) grant PepperTag and its affiliates an irrevocable, perpetual, royalty-free, non-exclusive, unrestricted, worldwide license to: (i) use, copy, publish, transmit, perform and display the Submissions for any purpose; (ii) create derivative works from such Submissions; and (iii) implement and use the Submissions and any suggestions, concepts or ideas contained therein without compensation to you. Furthermore, you agree that PepperTag is not responsible for the confidentiality of the Submissions.
5. MOBILE ACCESS AND THIRD PARTY TOOLS AND WEBSITES
5.1 Mobile Access. Use of the Service may be available through a compatible mobile device, Internet and/or network access (“Mobile Access”) and may require software. You may not have access to all of the same services, features, functionality, content or information when accessing the Services through Mobile Access and you must access the Services through a technology other than Mobile Access on a regular basis to access the services, features, functionality, content and information of the Services. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. PEPPERTAG DOES NOT MAKE, AND THERE ARE NO WARRANTIES, REPRESENTATIONS, CONDITIONS OR UNDERTAKINGS OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5.2 Third Party Tools and Websites. PepperTag may use third party service providers to provide certain tools and/or programs, some of which may be housed on a third party server or a website which has been independently developed by others. As such, while accessing the Services you may be linked to such other third party servers. Access to other sites or use of any third party tools or programs on the Services is subject to all the terms and conditions found on such third party website(s). Third party websites accessed by hypertext links appearing on the Services may have been independently developed by others. PepperTag is not responsible for the contents or operation of such third party sites and does not guarantee the accuracy of any information in them. The listing of an organization not affiliated with PepperTag the Services should not be interpreted as an endorsement of its services or products by PepperTag. PEPPERTAG DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY OR OPERABILITY OF SUCH THIRD PARTY WEBSITES OR THE SERVICES AND RESOURCES AVAILABLE ON THEM. Any concerns regarding any such service or resource should be directed to the particular service or resource.
5.1 Mobile Access. Use of the Service may be available through a compatible mobile device, Internet and/or network access (“Mobile Access”) and may require software. You may not have access to all of the same services, features, functionality, content or information when accessing the Services through Mobile Access and you must access the Services through a technology other than Mobile Access on a regular basis to access the services, features, functionality, content and information of the Services. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. PEPPERTAG DOES NOT MAKE, AND THERE ARE NO WARRANTIES, REPRESENTATIONS, CONDITIONS OR UNDERTAKINGS OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5.2 Third Party Tools and Websites. PepperTag may use third party service providers to provide certain tools and/or programs, some of which may be housed on a third party server or a website which has been independently developed by others. As such, while accessing the Services you may be linked to such other third party servers. Access to other sites or use of any third party tools or programs on the Services is subject to all the terms and conditions found on such third party website(s). Third party websites accessed by hypertext links appearing on the Services may have been independently developed by others. PepperTag is not responsible for the contents or operation of such third party sites and does not guarantee the accuracy of any information in them. The listing of an organization not affiliated with PepperTag the Services should not be interpreted as an endorsement of its services or products by PepperTag. PEPPERTAG DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY OR OPERABILITY OF SUCH THIRD PARTY WEBSITES OR THE SERVICES AND RESOURCES AVAILABLE ON THEM. Any concerns regarding any such service or resource should be directed to the particular service or resource.
6. INDEMNIFICATION
6.1 Indemnification by You. You shall defend, indemnify, and hold PepperTag harmless from any claims, costs, damages, losses, settlement fees, and expenses (including without limitation legal fees and disbursements) incurred directly or indirectly as a result of or otherwise relating to: (i) any breach of this Agreement by you; (ii) Your Data; (iii) Your violations of applicable laws, rules or regulations in connection with the Services; or (iv) any violations of your obligations of privacy to any Person.
6.1 Indemnification by You. You shall defend, indemnify, and hold PepperTag harmless from any claims, costs, damages, losses, settlement fees, and expenses (including without limitation legal fees and disbursements) incurred directly or indirectly as a result of or otherwise relating to: (i) any breach of this Agreement by you; (ii) Your Data; (iii) Your violations of applicable laws, rules or regulations in connection with the Services; or (iv) any violations of your obligations of privacy to any Person.
7. WARRANTIES AND DISCLAIMERS
7.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE SERVICES AND ALL REPORTS ARE PROVIDED "AS IS". PEPPERTAG MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE SERVICES, THE WEBSITE, OR REPORTS. PEPPERTAG DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES (OR ANY PART OF THE SERVICES) OR THE CONTENT OF ANY REPORTS WILL MEET YOUR REQUIREMENTS OR THOSE OF USERS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above limitations of liability may not apply to you.
7.2 Information Disclaimer. You agree that PepperTag shall not be bound by any statement of a general nature, which may be posted on the Website, the Services, Reports and/or contained in PepperTag’s promotional materials or links to other websites contained on the Website.
7.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE SERVICES AND ALL REPORTS ARE PROVIDED "AS IS". PEPPERTAG MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE SERVICES, THE WEBSITE, OR REPORTS. PEPPERTAG DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES (OR ANY PART OF THE SERVICES) OR THE CONTENT OF ANY REPORTS WILL MEET YOUR REQUIREMENTS OR THOSE OF USERS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above limitations of liability may not apply to you.
7.2 Information Disclaimer. You agree that PepperTag shall not be bound by any statement of a general nature, which may be posted on the Website, the Services, Reports and/or contained in PepperTag’s promotional materials or links to other websites contained on the Website.
8. LIMITATION OF LIABILITY
8.1 Limitations of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PEPPERTAG, IFRRO, AND/OR ANY OF ITS CONTRACTING PARTIES OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR ANY OTHER DAMAGES INDIRECTLY ARISING OUT OF OR RELATED TO THE SERVICES, THE WEBSITE OR THE REPORT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO PEPPERTAG. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT OF [CDN$500.00]. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS OR EXCLUSION MAY NOT APPLY TO YOU.
(b) IFRRO, PEPPERTAG, AS WELL AS ANY OF THEIR CONTRACTING PARTNERS AND LICENSORS ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR, ANY DAMAGES TO, OR ANY VIRUSES AFFECTING YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEBSITE, OR THROUGH USE OF THE SERVICES.
8.1 Limitations of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PEPPERTAG, IFRRO, AND/OR ANY OF ITS CONTRACTING PARTIES OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR ANY OTHER DAMAGES INDIRECTLY ARISING OUT OF OR RELATED TO THE SERVICES, THE WEBSITE OR THE REPORT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO PEPPERTAG. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT OF [CDN$500.00]. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS OR EXCLUSION MAY NOT APPLY TO YOU.
(b) IFRRO, PEPPERTAG, AS WELL AS ANY OF THEIR CONTRACTING PARTNERS AND LICENSORS ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR, ANY DAMAGES TO, OR ANY VIRUSES AFFECTING YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEBSITE, OR THROUGH USE OF THE SERVICES.
9. TERM AND TERMINATION
9.1 Term. The term of this Agreement will commence upon your acceptance of this Agreement as set forth above. The Agreement will remain in effect until terminated by you or PepperTag in accordance with the terms and conditions of this Agreement.
9.2 Termination By You. You agree that you will be responsible for notifying PepperTag should you desire to terminate your Account. You may notify PepperTag at any time in order to cancel your Account.
9.3 Termination By PepperTag. PepperTag may, in its sole discretion, terminate or suspend your access to all or part of the Services at any time, with or without notice, for any reason, including, without limitation, breach of this Agreement. In addition to any of PepperTag’s termination rights set out elsewhere in this Agreement, PepperTag reserves the right to suspend or terminate your access to the Services and/or your Account if your usage of the Services results in, or is the subject of, legal action or threatened legal action, against PepperTag or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.
9.4 Effect of Termination. Upon the termination of this Agreement your rights to access and use the Services shall be terminated and your Account and all of your Reports will be deleted.
9.5 Surviving Provisions. Any terms and conditions of this Agreement, which by their nature extend beyond the termination of this Agreement, shall survive the termination of this Agreement including, without limitation, Sections 3.3, 4.1, , 4.3, 5, 6, 7, 8 and 10.
9.1 Term. The term of this Agreement will commence upon your acceptance of this Agreement as set forth above. The Agreement will remain in effect until terminated by you or PepperTag in accordance with the terms and conditions of this Agreement.
9.2 Termination By You. You agree that you will be responsible for notifying PepperTag should you desire to terminate your Account. You may notify PepperTag at any time in order to cancel your Account.
9.3 Termination By PepperTag. PepperTag may, in its sole discretion, terminate or suspend your access to all or part of the Services at any time, with or without notice, for any reason, including, without limitation, breach of this Agreement. In addition to any of PepperTag’s termination rights set out elsewhere in this Agreement, PepperTag reserves the right to suspend or terminate your access to the Services and/or your Account if your usage of the Services results in, or is the subject of, legal action or threatened legal action, against PepperTag or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.
9.4 Effect of Termination. Upon the termination of this Agreement your rights to access and use the Services shall be terminated and your Account and all of your Reports will be deleted.
9.5 Surviving Provisions. Any terms and conditions of this Agreement, which by their nature extend beyond the termination of this Agreement, shall survive the termination of this Agreement including, without limitation, Sections 3.3, 4.1, , 4.3, 5, 6, 7, 8 and 10.
10. GENERAL PROVISIONS
10.1 Entire Agreement. This Agreement, together with all documents, policies and agreements incorporated into this Agreement by reference, constitutes the entire agreement between you and PepperTag and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
10.2 Governing Law. This Agreement is governed by the laws of England and Wales, excluding any rule of principle or conflicts of law that may provide otherwise.
10.3 Force Majeure. PepperTag shall not be liable to you for any failure or delay in performance by circumstances beyond PepperTag’s control, including, but not limited to, acts of God, fire, labour difficulties, governmental action or terrorism.
10.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
10.5 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
10.7 Assignment. These terms of use, and any rights and licences granted hereunder, may not be transferred or assigned by the Licensee, but may be assigned by PepperTag, in consultation with IFRRO.
10.8 Headings and References. The division of this Agreement into sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular section, subsection or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to “Sections” are to sections, subsections and further subdivisions of sections of this Agreement.
10.9 Miscellaneous. PepperTag, IFRRO as well as any of their contracting partners and licensors reserve all rights not expressly granted in and to the WISE, Website or Third Party Services.
The invalidity or unenforceability of any particular provision of these terms of use will not affect or limit the validity or unenforceability of the remaining provisions.
This Agreement shall be effective when it is accepted by the Licensee.
10.1 Entire Agreement. This Agreement, together with all documents, policies and agreements incorporated into this Agreement by reference, constitutes the entire agreement between you and PepperTag and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
10.2 Governing Law. This Agreement is governed by the laws of England and Wales, excluding any rule of principle or conflicts of law that may provide otherwise.
10.3 Force Majeure. PepperTag shall not be liable to you for any failure or delay in performance by circumstances beyond PepperTag’s control, including, but not limited to, acts of God, fire, labour difficulties, governmental action or terrorism.
10.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
10.5 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
10.7 Assignment. These terms of use, and any rights and licences granted hereunder, may not be transferred or assigned by the Licensee, but may be assigned by PepperTag, in consultation with IFRRO.
10.8 Headings and References. The division of this Agreement into sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular section, subsection or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to “Sections” are to sections, subsections and further subdivisions of sections of this Agreement.
10.9 Miscellaneous. PepperTag, IFRRO as well as any of their contracting partners and licensors reserve all rights not expressly granted in and to the WISE, Website or Third Party Services.
The invalidity or unenforceability of any particular provision of these terms of use will not affect or limit the validity or unenforceability of the remaining provisions.
This Agreement shall be effective when it is accepted by the Licensee.