1. These terms and conditions and the order form on the first page of this document (the "Order Form") (together the “Agreement”) govern the access to the online database of advertising material, seminar content, reports and other materials relating to the Cannes Lions International Festival of Creativity (the “Archive”) made available by Ascential Events (Europe) Limited a company incorporated in England and Wales with registration number 04858491 and whose registered office is at c/o Ascential Group Limited, The Prow, 1 Wilder Walk, London, W1B 5AP ("Ascential Events (Europe) Limited ") to the entity noted as the client in the Order Form (the "Client"). Access to the Archive is through the website located at (the “Website”)
    2. Access by the Client to the Archive shall be subject to the terms and conditions of the Agreement to the exclusion of all other terms and conditions of business, including any that the Client may provide, and all terms otherwise implied by law, custom or practice to the maximum extent permitted by law.
    3. Each of the parties is an independent contractor and nothing in the Agreement shall be construed to imply that there is any relationship between the parties of employer/employee, partnership or of principal/agent nor are the parties engaging in any joint venture and accordingly neither of the parties shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise.
    1. The Client shall be entitled to access the Archive from the start date and for the initial term set out in the Order Form (the “Start Date” and “Initial Term” respectively) and continue thereafter for further renewal licence terms of one year (the “Renewal Terms”) unless either party notifies the other party in writing at least 60 days before the end of the then current Initial term or renewal term as the case may be.
    2. The Client shall also be entitled to use the free to use Winners and Shortlist site.
    3. The Client acknowledges that Ascential Events (Europe) Limited shall be entitled to make any changes to the Archive which are necessary to comply with any applicable law and/or regulation and/or to comply with any changes to or termination of the terms and conditions of a third party provider of content included in the Archive. The Client further acknowledges that the Archive contains only files of third party content selected and collated by Ascential Events (Europe) Limited.
  3. FEES
    1. In consideration of the provision of the Archive, the Client shall pay to Ascential Events (Europe) Limited the charges set out in the Order Form (the "Charges") to the account included on the Order Form. The Charges are exclusive of VAT or other sales taxes which shall be payable in addition.
    2. Ascential Events (Europe) Limited shall invoice the Client in advance for the Initial Term and each Renewal Term. All invoices are due and payable within 30 days of receipt by the Client. If payment is not made within 30 days of the date of invoice, without prejudice to any other rights and remedies which may be available, Ascential Events (Europe) Limited reserves the right not to provide access to the Archive, or cease to provide access to the Archive, and/or to charge interest on such overdue amounts from the date on which payment becomes overdue until the date on which cleared funds in respect thereof are received in full.
    3. Ascential Events (Europe) Limited shall be entitled to increase the Charges by up to 3% for each Renewal Period without further notice to the Client. Continued access to the Archive shall constitute acceptance of the increased Charges.
    4. Fees shall not apply to use of the free to use Winners and Shortlist site.
    1. No rights whatsoever to the Archive are assigned or transferred to the Client under the Agreement.
    2. The rights granted under this Clause 4 are granted to the Client only, and shall not be considered granted to any subsidiary, associated or holding company of the Client.
    3. Subject to receipt of the Charges or whilst using the free to use Winners and Shortlist and to the restrictions set out in Clause 4.4 below, Ascential Events (Europe) Limited hereby grants to the Client a non-exclusive, non-transferable right to access, download (subscriber only) and use the Archive solely for the Client’s internal use.
    4. Without prejudice to Clause 4.3, and except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, the Client shall not:

      (a) reproduce, distribute, exploit or otherwise use all or part of the Archive outside of the Client’s internal use for any commercial purposes, including but not limited to reproduction of all or part of the Archive on products or within marketing or promotional materials, provided that the Client shall be entitled to share "playlists"/ “Favourites” with third parties (including, without limitation, pitches to prospective clients and presentations to existing clients).

      (b) upload content from the Archive into any shared system or any database, website or intranet.

      (c) without prejudice to Clause 4.4(c), use all or any part of the Archive in order to build a product or service which competes with the Archive, the Website or any other product of Ascential Events (Europe) Limited or any of its associated companies.

      (d) attempt to obtain, or assist third parties in obtaining, access to the Archive.

      (e) You agree not to scrape, extract, download, upload, sell or offer for sale any of the Ascential Materials and you agree not to use, or cause to be used, any computerized or other manual or automated program or mechanism, tool, or process, including any scraper or spider robot, to access, extract, download, scrape, data mine, display, transmit, or publish, any of the Ascential Materials. You must not bypass robot exclusion headers or other similar measures that Ascential may use to restrict access to, or caching of, the Website.

      (f) You will not:

      I. attempt to interfere with the proper working of the Website or to monitor use of the Website without Ascential’s prior written permission;

      II. take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure;

      III. decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces within the Website (except that these restrictions only apply to the extent permitted by law);

      IV. use any network monitoring or discovery software to determine the Website architecture or extract information about usage, individual identities or users;

      V. circumvent, disable or otherwise interfere with security-related features of the Website including any features designed to prevent, limit or restrict use or copying of any Ascential Materials.

    5. The Client shall permit Ascential Events (Europe) Limited to audit the Client’s business operations in order to ensure compliance with the provisions of Clauses 4.3 and 4.4. An audit may be conducted no more than once every three months on reasonable prior written notice and in such a manner as not to interfere substantially with the Client’s normal conduct of business.
    6. Without incurring any liability to the Client, and without prejudice to any other rights or remedies available to it, Ascential Events (Europe) Limited shall be entitled to disable the Client’s access to the Archive in the event of any breach of the provisions of Clause 4.3 and/or 4.4.
    7. The Client shall indemnify and hold harmless Ascential Events (Europe) Limited and its directors and officers from and against all costs, claims, damages, expenses, claims and losses that may be incurred as a result of a breach of any of the provisions of Clause 4.4.
    8. In consideration of the licence granted in this Clause 4, the Client hereby gives Ascential Events (Europe) Limited permission to use the Client’s name and logo in Ascential Events (Europe) Limited marketing material including publication on a Ascential Events (Europe) Limited websites.
    1. The Client shall, and shall procure that the any user authorized by the Client to access the Archive (an “Authorised User”) shall, keep secure any identification, including user name and password relating to the Client’s access to the Archive, and shall immediately notify Ascential Events (Europe) Limited, at, of any known or suspected unauthorised use of any such identification or other breach of security, including loss, theft or unauthorised disclosure of a user name and password. The Client shall be liable for access to the Archive through its user names and passwords, and shall indemnify Ascential Events (Europe) Limited from and against all costs, losses or expenses resulting from any unauthorised use of a user name and/or password by any unnamed user or third party.
    2. The Client agrees that:

      (a) a single user name and password is made available to each Authorised User, and not made available to multiple users;

      (b) the maximum number of Authorised Users authorised to access and use the Archive shall not exceed the limits (if any) set out the Order Form; and

      (c) it shall maintain a written, up to date list of current Authorised Users and provide such list to Ascential Events (Europe) Limited within 5 days of Ascential Events (Europe) Limited’s written request at any time.

    3. Ascential Events (Europe) Limited agrees that it shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data of an Authorised User and against accidental loss, destruction or damage to such personal data, where personal data has the meaning given to it in the Data protection Act 1998.
    1. “Confidential Information” means all non-public information in any form, furnished or made available in connection with this Agreement by or on behalf of one party (“Disclosing Party”) to the other (“Receiving Party”) which is marked confidential, restricted, or would be understood by a reasonable person in the Receiving Party’s position to be confidential.
    2. Save as expressly permitted under Clause 6.3, the Receiving Party will keep confidential the terms of the Agreement as well as any other Confidential Information disclosed to it by the Disclosing Party.
    3. The provisions of Clause 6.1 shall not apply to any information which:

      (a) is or becomes public knowledge other than by breach of this Clause 6;

      (b) is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party;

      (c) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

      (d) is independently developed without access to the Confidential Information; or

      (e) is required to be disclosed by operation of law, government regulation, or order of a Court of competent jurisdiction, providing the Receiving Party first gives written notice of such required disclosure to the other party.

    4. The obligations with respect to confidentiality pursuant to this Clause 6 shall survive termination of the Agreement and continue for as long as such information remains confidential.
    1. Ascential Events (Europe) Limited shall use its reasonable endeavours to provide reliable access to the Archive, provided that Ascential Events (Europe) Limited does not undertake or warrant that access to the Archive will be uninterrupted The Client shall promptly report any fault in relation to the access to the Archive by telephone or electronic mail to Ascential Events (Europe) Limited at the appropriate numbers or addresses that Ascential Events (Europe) Limited may from time to time provide. Upon receipt of a fault report, Ascential Events (Europe) Limited will endeavour to take all proper steps without undue delay to correct the fault. Ascential Events (Europe) Limited does not undertake to provide any technical or user support in relation to any hardware (including peripherals), software, products or services used by the Client to access the Archive.
    2. From time to time, Ascential Events (Europe) Limited may:

      (a) temporarily suspend for the purpose of emergency repair, maintenance or improvement, all or part of the Website without notice;

      (b) temporarily suspend all or part of the Website for scheduled support and maintenance by providing notifications and giving reasonable notice of such suspensions; and/or

      (c) vary the technical specification of the Website for operational or any other reason provided that there is no material detriment to the Archive.

    3. The Client acknowledges that there are special risks attached to the transmission of information by electronic, online or similar means and that Ascential Events (Europe) Limited is not responsible for the loss or corruption of Information in transmission by these means.
    1. The Client acknowledges that because of the number of sources from which Ascential Events (Europe) Limited obtains content used in the Archive Ascential Events (Europe) Limited does not give any warranties in respect of the Archive. The Archive is provided on an “as is” basis without guarantee of accuracy, timeliness or completeness. All implied warranties or conditions of satisfactory quality, and fitness for a particular purpose are excluded to the fullest extent permitted by law. The Client is solely responsible for ensuring that the Archive is appropriate and suitable for its needs.
    2. The Client agrees that the Archive is made available only for general information and is not intended to address particular requirements or interests of the Client and the Client acknowledges that the Charges are priced accordingly. In particular, the Archive does not constitute any form of advice, recommendation or arrangement by Ascential Events (Europe) Limited and shall not be relied upon by the Client in making (or refraining from making) any specific investment or other business or personal decisions; professional advice should be obtained before making any such decision.
    3. Ascential Events (Europe) Limited shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for: for (a) loss of profits; (b) loss of business; (c) depletion of goodwill and/or similar losses; (d) loss of anticipated savings; (e) loss of goods; (f) loss of contract; (g) loss of use; (h) loss or corruption of data or information; (i) business interruption; (j) any kind of special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; (k) loss or damage that arise as a result of the use of all or part of the Archive in breach of the Agreement; (l) loss or damage arising as a result of any error, omission, inaccuracy or third party right infringement, in any part of the Archive where such error, omission, inaccuracy or third party infringement is caused by any third party content; and/or (m) loss or damage to a computer, software, modem, telephone or other property.
    4. If notwithstanding any other provisions of the Agreement Ascential Events (Europe) Limited is held liable to the Client for any reason, Ascential Events (Europe) Limited aggregate liability in respect of any loss or damage suffered by the Client arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Charges paid by the Client during the previous 12 months.
    5. Nothing in this Clause 8 shall limit Ascential Events (Europe) Limited’s liability for death or personal injury resulting from Ascential Events (Europe) Limited’s negligence or for fraud or fraudulent misrepresentation.
    1. The Client warrants that it shall:

      (a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

      (b) comply with such of Ascential Events (Europe) Limited’s anti-bribery and anti-corruption policies as are notified to it from time to time; and

      (c) promptly report to Ascential Events (Europe) Limited any request or demand for any undue financial or other advantage of any kind received by or on behalf of the Client in connection with the performance of the Agreement.

    2. Breach of this Clause 9 shall be deemed a material breach of the Agreement.
    1. Either party shall be entitled to terminate the Agreement with immediate effect in the event that the other:

      (a) commits a material breach of the Agreement that is not remediable, or (where the breach is capable of remedy) is not remedied within 14 days after being required by notice to do so; or

      (b) becomes or is declared insolvent or takes formal steps to commence bankruptcy (including the making of a bankruptcy order) or makes or proposes any composition with its creditors or the appointment of a receiver or similar officer over or in respect of some or all of its assets or takes any steps to enter into an insolvency process including without limitation the appointment of a liquidator, administrative receiver, administrator, provisional liquidator, receiver or any other office holder over or in respect of some or all of its assets or the filing of any papers at court in respect of a moratorium or the taking of any steps for dissolution or strike off.

    2. If the Client terminates the Agreement under Clause 10.1, Ascential Events (Europe) Limited shall refund to the Client the proportion of the Charges paid pro-rata for the remainder of the then current Initial Term or Renewal Term as the case may be.
    3. On termination of the Agreement for any reason, the Client shall delete any content of the Archive from its systems and shall procure that all Authorised Users shall cease to access the Archive.
    4. Termination of the Agreement shall not affect the accrued rights of the parties. Notwithstanding termination, the following Clauses shall remain in force: 6 (Confidentiality), 8 (Limitation of Liability), 10.2-10.4 (Consequences of Termination), 12 (General).
    1. Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Agreement and includes, but is not limited to war, terrorism, riot or civil commotion, strikes, lock outs or other industrial action, acts of or restrictions imposed by government or public authority, failures of supply of services, explosion, fire, flood, natural disaster and breakdown or failure of equipment.
    2. A party will not be liable if delayed in or prevented from performing its obligations under the Agreement due to Force Majeure, provided that it promptly notifies the other of the Force Majeure. If, due to Force Majeure, a party is unable to perform a material obligation and/or is delayed in or prevented from performing its obligations for a continuous period of more than 30 days, either party may terminate the Agreement on notice.
    3. The provisions of this Clause 11 shall not be relied upon in relation to the inability to pay.
    1. The Agreement shall be governed by, and construed in accordance with, the laws of England and Wales and the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with the Agreement.
    2. The Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes any previous agreement in relation to such subject matter. Each of the parties agrees that in entering into the Agreement, it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this clause shall limit or exclude any liability for fraud.
    3. If there is a dispute between the Client and Ascential Events (Europe) Limited concerning the Agreement, the parties will use all reasonable endeavours to act reasonably and settle the matter as appropriate. Nothing in this Clause 12.3 shall prevent either party from seeking interim or injunctive relief.
    4. No right, power or remedy conferred upon or reserved for Ascential Events (Europe) Limited is exclusive of any other right, power or remedy available to Ascential Events (Europe) Limited provided either under the Agreement or as a matter of law and each such right, power or remedy shall be cumulative.
    5. The Client may not assign, sub-license or otherwise transfer any of its rights or obligations under the Agreement without the prior written agreement of Ascential Events (Europe) Limited which shall not be unreasonably withheld or delayed. Ascential Events (Europe) Limited shall be entitled to sub-contract its obligations under the Agreement. If Ascential Events (Europe) Limited sub-contracts or delegates the performance of any of its obligations under the Agreement then Ascential Events (Europe) Limited will have full responsibility and liability for the performance and non-performance of its subcontractor (subject to the exclusions and limitations of liability set out in the Agreement).
    6. If any provision of the Agreement is found to be invalid the invalidity of that provision shall not affect the validity of the remaining provisions of it, which shall remain valid and enforceable.
    7. Notices served under the Agreement shall be valid only if made in writing and sent to the receiving party’s address notified on the Order Form or as subsequently amended by agreement in writing.
    8. The Client shall deliver to Ascential Events (Europe) Limited a written testimonial within 6 months of start of the Client’s access to the Archive.
    9. No person who is not a party to the Agreement, shall have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement shall not be subject to the consent of any third party.
    10. No failure or delay by Ascential Events (Europe) Limited to exercise any right or remedy provided under the Agreement 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 any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

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