Blippar

Blippar Services Terms and conditions

Blippar Service : Non-Commercial Terms and Conditions of Use for Individuals for Beta Testing

RECITALS

Blippar provides to You, an individual acting in a personal capacity, with Blippar Services which include access to the Blippbuilder Tool and Blippar API on the Blippar Platform for beta testing to enable you to publicly provide Interactive Content to End Users for non-commercial purposes such that such Interactive Content can be viewed on the Blippar Platform by Blipping using the Blippar App.

  1. ACCEPTANCE OF TERMS
    1. This Agreement is between Blippar.Com Limited, a company registered in England and Wales (No. 11787934), that is registered at 1st floor, 40 Bermondsey St, London, SE1 3UD (“Blippar”) and You, in a personal capacity only, and sets out the legal terms and conditions that shall apply to the provision of the Blippar Services to You. You have accepted the terms and conditions of this Agreement by clicking the tick box in order to indicate that you accept these terms and conditions (“You”).
    2. Each of You and Blippar are a Party to this Agreement and together are referred to as “Parties”.
    3. You shall only enter this Agreement if you are 18 years or older. If you are under 18 years of age, you must ask a person 18 years or older to enter this Agreement for you and you shall be entitled to use the Blippar Services on their behalf.
    4. If you are an employee or act on behalf of a company, you acknowledge that you are entering into this Agreement in a personal capacity and that you are not entitled to represent your employer or another company when entering into this Agreement and receiving the Blippar Services.
    5. In this Agreement, words and phrases that are capitalised shall have the meanings set out at Schedule 1 of this Agreement.
  2. TERM OF AGREEMENT
    1. This Agreement shall commence on the date that You accept its terms and conditions and, unless it is terminated earlier in accordance with its terms and conditions, shall continue until it expires at the end of the Service Period.
  3. RIGHTS GRANTED
    1. For the duration of the Services Period and subject to Your payment obligations, and except as otherwise set out in this Agreement, You have the non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Blippar Services, including anything developed by Blippar and delivered to You as part of the Blippar Services, solely for non-commercial or personal purposes and at all times subject to the terms and conditions of this Agreement.
    2. You do not acquire under this Agreement any right or license to use the Blippar Services, (including the Blippbuilder Services and Blippbuilder Tool, other Blippar Programs and Blippar Platform) in excess of the scope and duration of the Services stated in the Blippar Services Specification for the Services Period.
    3. To enable Blippar to provide You with the Blippar Services, You grant Blippar the right to use, process and transmit, in accordance with this Agreement, Your Content and Your Applications for the duration of the Services Period.
    4. If Your Applications include third party programs, You acknowledge that Blippar may allow providers of those third party programs to access the Blippar Platform, including Your Content and Your Applications, as required for the interoperation of such third party programs with the Services and Blippar will not be responsible for any use, disclosure, modification or deletion of Your Content or Your Applications resulting from any such access by third party program providers or for the interoperability of such third party programs with the Blippar Services.
    5. You acknowledge that Blippar has no obligation to deliver Blippar Programs and will not ship or post copies of Blippar Programs to You as part of the provision of the Blippar Services.
    6. The Blippar Services may contain or require the use of Licensed Third Party Technology and You acknowledge that You are responsible for complying with the Licensed Third Party Technology Terms specified by Blippar that govern your use of Licensed Third Party Technology.
    7. Blippar may provide certain notices to You in the Blippar Service Specifications, Program Documentation, readme or notice files in connection with such Licensed Third Party Technology and you acknowledge that the third party owner, author or provider of such Licensed Third Party Technology retains all ownership and intellectual property rights in and to such Licensed Third Party Technology.
    8. Blippar may provide You with access to Third Party Content within the Blippar Platform and the type and scope of any Third Party Content is defined in the Blippar Service Specifications. The third party owner, author or provider of such Third Party Content retains all ownership and intellectual property rights in and to that content, and Your rights to use such Third Party Content are subject to, and governed by, the terms applicable to such content as specified by such third party owner, author or provider.
  4. OWNERSHIP AND RESTRICTIONS
    1. You retain all ownership and intellectual property rights in and to Your Content and Your Applications. Blippar or its licensors retain all ownership and intellectual property rights to the Blippar Services, including Blippar Programs and derivative works thereof, and to anything developed or delivered by or on behalf of Blippar under this Agreement.
    2. You may not, or cause or permit others to:

      a) remove or modify any program markings or any notice of Blippar’s or its licensors’ proprietary rights;

      b) make the programs or materials resulting from the Blippar Services (excluding Your Content and Your Applications) available in any manner, for a fee or without charge, to any third party for use in the third party’s business or charitable operations;

      c) modify, make derivative works of, disassemble, decompile, or reverse engineer any part of the Blippar Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs) unless required to be permitted by law for interoperability,

      d) access or use the Blippar Services to build or support, and/or assist a third party in building or supporting, products or services competitive to Blippar;

      e) perform or disclose any benchmark or performance tests of the Blippar Services, including the Blippar Programs, without Blippar’s prior written consent;

      f) perform or disclose any of the following security testing of the Blippar Platform or associated infrastructure without Blippar’s prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and

      g) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make use of the Blippar Services, Blippbuilder Tool, other Blippar Programs, Blippar Platforms or materials available, to any third party, other than as expressly permitted under the terms of this Agreement.

    3. The rights granted to You under this Agreement are also conditional on the following:

      a) except as expressly provided herein, no part of the Blippar Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and

      b) You make every reasonable effort to prevent unauthorised third parties from accessing the Blippar Services.

  5. BLIPPAR SERVICE SPECIFICATIONS
    1. The Blippar Services are subject to and governed by the Blippar Service Specifications.
    2. You acknowledge that use of the Blippar Services in a manner not consistent with the Blippar Service Specifications may adversely affect the Blippar Services performance. If the Blippar Services permit You to exceed the number of Interactions set out in the Blippar Service Specification, then You are responsible for promptly purchasing additional Interactions to account for Your excess usage.
    3. Blippar may make changes or updates to the Blippar Services (such as infrastructure, security, technical configurations, application features, etc.) during the Services Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third Party Content. The Blippar Service Specifications are subject to change at Blippar’s discretion.
    4. Blippar and its affiliates may perform certain aspects of the Blippar Services, such as service administration and support, as well as other elements of the Blippar Services from locations and through use of subcontractors, worldwide.
    5. Without prejudice to the generality of Clause 5.1, You acknowledge that Your use of the Blippbuilder Tool will be limited to the number of permitted active Markers Triggering Interactive Content set out in the Blippar Services Specification and You acknowledge that You will not be able to create additional Interactive Content Triggered by Markers using the Blippbuilder Tool when this number is reached.
    6. Without prejudice to the generality of Clause 5.1, You acknowledge that Your use of the Blippbuilder Tool will be limited to the number of permitted Interactions per Marker per calendar month set out in the Blippar Services Specification and You acknowledge that once this number of permitted Interactions per Marker is reached the Interactive Content displayed using the Blippar App will be presented in grey and will not function.
    7. You acknowledge that Blippar reserves the right to add the words, “Made in Blippbuilder” to any Interactive Content that You create using the Blippbuilder Tool and for the words “Made in Blippbuilder” to be displayed on the Interactive Content on the Blippar App when Triggered by a Marker.
    8. You acknowledge that Blippar reserves the right, in its sole and absolute discretion, to add advertisements or other third party advertising content to any Interactive Content that You create using the Blippbuilder Tool and for such advertisements or other third party advertising content to be displayed on the Interactive Content on the Blippar App when Triggered by a Marker.
  6. USE OF THE SERVICES
    1. You are responsible for maintaining the confidentiality of usernames, passwords and account information in respect of Your use of the Blippar Services.
    2. Blippar is not responsible for any harm caused by individuals who were not authorised to have access to the Blippar Services but who were able to gain access because usernames, passwords or accounts were not kept confidential by You.
    3. You are responsible for all activities that occur in respect of Your account to access the Blippar Services and use of Your username, password and account and You agree to notify Blippar immediately, in writing, of any unauthorised use.
    4. You agree not to use or permit use of the Blippar Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Your Content, Your Applications and Third Party Content, for any purpose that may:

      (a) menace or harass any person or cause damage or injury to any person or property;

      (b) involve the publication of any material that is false, defamatory, harassing or obscene;

      (c) violate privacy rights or promote bigotry, racism, hatred or harm;

      (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters;

      (e) constitute an infringement of intellectual property or other proprietary rights; or

      (f) otherwise violate applicable laws, ordinances or regulations.

    5. In addition to any other rights afforded to Blippar under this Agreement, Blippar reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such material and Blippar shall have no liability to You in the event that Blippar takes such action.
    6. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Content and Your Applications.
    7. You agree to defend and indemnify Blippar against any claim arising out of a breach of Your obligations under this clause 6.
    8. You are required to accept all bug fixes, updates, maintenance and service packs (collectively, “Updates”) necessary for the proper function and security of the Blippar Services, including for the Blippar Programs, as such Updates are generally released by Blippar. Except for emergency or security related maintenance activities, Blippar shall undertake the application of Updates, where possible, based on Blippar’s next available standard maintenance window.
  7. FEES AND TAXES
    1. All Fees payable to Blippar are due within twenty (20) Business Days from the invoice date. Once placed, Fees for the Blippar Services listed in the Blippar Services Specification are exclusive of taxes and expenses.
    2. You understand that You may receive multiple invoices for the Services. Invoices will be submitted to You pursuant to Blippar's invoicing policy.
    3. You agree and acknowledge that You have not relied on the future availability of any part of the Blippar Services in entering into the payment obligations under this Agreement; however, the preceding does not relieve Blippar of its obligation during the Services Period to deliver Blippar Services that You have paid for in accordance with the terms of this Agreement.
  8. PUBLICITY
    1. You agree that Blippar may publicise that You receive the Blippar Services from Blippar.
  9. SERVICES PERIOD AND END OF BLIPPAR SERVICES
    1. If stated in the Blippar Service Specifications, certain Blippar Services will Auto Renew for additional Services Periods unless:

      (a) You provide Blippar with written notice no later than thirty (30) days prior to the end of the applicable Services Period of your intention not to renew such Blippar Services, or

      (b) Blippar provides You with written notice no later than thirty (30) days prior to the end of the applicable Services Period of its intention not to renew such Blippar Services.

    2. Upon the end of the Service Period, You no longer have rights to access or use the Blippar Services, including the Blippbuilder Tool and other Blippar Programs and Blippar Platform.
    3. On receipt of Your written request, and for a period of up to forty (40) Business Days after the end of the applicable Blippar Services, Blippar will make available to You Your Content and Your Applications as existing in the Blippar Platform on the expiry of the Services Period. At the end of such forty (40) Business Day period, and except as may be required by law, Blippar will delete or otherwise render inaccessible any of Your Content and Your Applications that remain in the Blippar Platform.
    4. Blippar may temporarily suspend Your password, account, and access to or use of the Services if You breach any provision within Clause 3 (Rights Granted), Clause 4 (Ownership and Restrictions), Clause 7 (Fees and Taxes), Clause 6 (Use of the Services) or Clause 18 (Export) of this Agreement, or if in Blippar’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality.
    5. If Blippar exercises its right pursuant to Clause 9.4, Blippar:

      (a) will provide advance notice to You in writing of any such suspension in Blippar’s reasonable discretion based on the nature of the circumstances giving rise to the suspension;

      (b) may use reasonable efforts to re-establish the affected Blippar Services promptly after Blippar determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; and

      (c) during any suspension period, Blippar will make available to You Your Content and Your Applications as existing in the Blippar Platform on the date of suspension.

    6. Blippar may terminate the Blippar Services and this Agreement if any of the causes of suspension set out is not cured within (20) twenty Business Days after Blippar’s written notice provided pursuant to Clause 9.5.
    7. Any suspension or termination by Blippar under this paragraph shall not excuse You from Your obligation to make any payment of the Fees due under this Agreement.
    8. If a Party breaches a material term of this Agreement and fails to correct the breach within (30) thirty days of written specification of the breach, then the breaching Party is in default and the non-breaching party may terminate the Agreement.
    9. If Blippar terminates the Agreement in accordance with Clause 9.8, You must pay within (5) five Business Days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Blippar Services under this Agreement plus related taxes and expenses.
    10. Except for non-payment of the Fees, the non-breaching Party may, in its sole discretion and by written notice to the other Party, extend the (20) twenty Business Day remedy period for so long as the breaching Party continues reasonable efforts to cure the breach.
    11. You agree that if You are in default under this Agreement, You may not benefit from the Blippar Services.
  10. NON-DISCLOSURE
    1. By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations under this Agreement. Confidential information shall be limited to the terms and pricing under this Agreement, Your Content and Your Applications residing in the Blippar Platform, and all information clearly identified as confidential at the time of disclosure.
    2. A party’s Confidential Information shall not include information that:

      (a) is or becomes a part of the public domain through no act or omission of the other party;

      (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party;

      (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or

      (d) is independently developed by the other party.

    3. We each agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of (3) three calendar years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party; however, Blippar will hold Your Confidential Information that resides within the Blippar Platform in confidence for as long as such information resides in the Blippar Platform.
    4. We each may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorised disclosure in a manner no less protective than required under this Agreement.
    5. Blippar will protect the confidentiality of Your Content or Your Applications residing in the Blippar Platform in accordance with the Blippar security practices applicable to the Blippar Services set out in the Blippar Service Specifications.
  11. DATA PROTECTION
    1. In performing the Services, Blippar will comply with the Blippar Privacy Policy, which is available at http://www.Blippar.com incorporated herein by reference provided that the Blippar Privacy Policy is subject to change at Blippar’s discretion, but that will not result in a material reduction in the level of protection provided for Your Personal Data provided as part of Your Content during the Services Period.
    2. Blippar’s Data Processing Agreement for Blippar Services (the “Data Processing Agreement”), which is available at [http://www.Blippar.com] and incorporated herein by reference, describes the parties’ respective roles for the processing and control of Personal Data that You provide to Blippar as part of the Blippar Services.
    3. Blippar will act as a Data Processor, and will act on Your instruction concerning the treatment of Your Personal Data residing in the Blippar Platform, as specified in this Agreement and the Data Processing Agreement.
    4. You agree to provide any notices and obtain any consents related to Your use of the Blippar Services and Blippar’s provision of the Blippar Services, including those related to the collection, use, processing, transfer and disclosure of Personal Data.
    5. The Blippar Service Specifications may define the administrative, physical, technical and other safeguards applied to Your Content residing in the Blippar Platform, and describe other aspects of system management applicable to the Blippar Services.
    6. You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content and Your Applications, including any viruses, Trojan horses, worms or other programming routines contained in Your Content or Your Applications that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data.
  12. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
    1. Blippar undertakes that it will provide the Blippar Services in all material respects as described in the Blippar Service Specifications.
    2. If the Blippar Services provided to You were not performed as undertaken by Blippar, You shall promptly provide written notice to Blippar that describes the deficiency in the Blippar Services.
    3. BLIPPAR DOES NOT UNDERTAKE THAT:

      (A) THE BLIPPAR SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT BLIPPAR WILL CORRECT ALL SERVICES ERRORS,

      (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY BLIPPAR;

      (C) THE BLIPPAR SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT BLIPPAR DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE BLIPPAR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

    4. BLIPPAR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. BLIPPAR IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE BLIPPAR SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS OR THIRD PARTY CONTENT.
    5. BLIPPAR DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT.
    6. FOR ANY BREACH OF CLAUSE 12.1, YOUR EXCLUSIVE REMEDY AND BLIPPAR’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT BLIPPAR SERVICES THAT CAUSED THE BREACH OF THIS AGREEMENT BY BLIPPAR, OR, IF BLIPPAR CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY TERMINATE THIS AGREEMENT AND BLIPPAR SHALL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU HAVE PAID TO BLIPPAR FOR BLIPPAR SERVICES NOT RECEIVED BY YOU FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION TO THE END OF THE SERVICES PERIOD.
    7. TO THE EXTENT NOT PROHIBITED BY LAW, ANY WARRANTIES PROVIDED UNDER THIS AGREEMENT ARE EXCLUSIVE AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
  13. LIMITATION OF LIABILITY
    1. NOTHING IN THIS AGREEMENT SHALL LIMIT BLIPPAR’S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF BLIPPAR, OR BLIPPAR’S LIABILITY IN THE TORT OF DECEIT. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. BLIPPAR’S MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER FORM, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO BLIPPAR FOR THE BLIPPAR SERVICES UNDER THE ORDER FORM THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM BLIPPAR UNDER SUCH ORDER FORM.
  14. INDEMNIFICATION
    1. 1 Subject to the terms of this Clause 14 (Indemnification), if a third party makes a claim against either You or Blippar (“Recipient” which may refer to You or Blippar depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively, “Material”) furnished by either You or Blippar (“Provider” which may refer to You or Blippar depending on which party provided the Material) and used by the Recipient infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:

      (a) notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);

      (b) gives the Provider sole control of the defence and any settlement negotiations; and

      (c) gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim.

    2. If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects Blippar’s ability to meet its obligations under the relevant Order Form, then Blippar may, at its option and upon 30 days’ prior written notice, terminate the Order Form.
    3. The Provider will not indemnify the Recipient if the Recipient:

      (a) alters the Material or uses it outside the scope of use identified in the Provider’s user or program documentation or Blippar Service Specifications;

      (b) uses a version of the Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to the Recipient; or

      (c) continues to use the applicable Material after the end of the license to use that Material.

    4. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, service, data, hardware or material not furnished by the Provider.
    5. Blippar will not indemnify You for any portion of an infringement claim that is based upon the combination of any Material with any products or services not provided by Blippar. Blippar will not indemnify You to the extent that an infringement claim is based on Third Party Content or any Material from a third party portal or other external source that is accessible to You within or from the Blippar Services. Blippar will not indemnify You for infringement caused by Your actions against any third party if the Blippar Services as delivered to You and used in accordance with the terms of this Agreement would not otherwise infringe any third party intellectual property rights.
    6. The term “Material” defined above does not include Licensed Third Party Technology. Solely with respect to Licensed Third Party Technology that is part of or is required to use the Blippar Services and that is used:

      (a) in unmodified form;

      (b) as part of or as required to use the Blippar Services; and

      (c) in accordance with the usage grant for the relevant Blippar Services and all other terms and conditions of this Agreement, Blippar will indemnify You for infringement claims for Licensed Third Party Technology to the same extent as Blippar is required to provide infringement indemnification for Materials under the terms of the Agreement.

    7. This Section 14 provides the parties’ exclusive remedy for any infringement claims or damages.
  15. THIRD PARTY WEB SITES, CONTENT, PRODUCTS AND SERVICES
    1. The Blippar Services may enable You to link to, transmit Your Content to, or otherwise access, other Web sites, content, products, services, and information of third parties. Blippar does not control and is not responsible for such Web sites or any such content, products, services and information accessible from or provided through the Blippar Services, and You bear all risks associated with access to and use of such Web sites and third party content, products, services and information.
    2. Any Third Party Content made accessible by Blippar in or through the Blippar Platform is provided on an “as-is” and “as available” basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and You acknowledge that Blippar is not responsible for and under no obligation to control, monitor or correct Third Party Content; however, Blippar reserves the right to take remedial action if any such content violates applicable restrictions under Section 6.2 of this Agreement, including the removal of, or disablement of access to, such content.
    3. You acknowledge that:

      (a) the nature, type, quality and availability of Third Party Content may change at any time during the Services Period; and

      (b) features of the Services that interoperate with third parties such as Facebook™, YouTube™ and Twitter™, etc. (each, a “Third Party Service”), depend on the continuing availability of such third parties’ respective application programming interfaces (APIs) for use with the Services.

    4. Blippar may update, change or modify the Blippar Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs.
    5. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by Blippar in its sole discretion, Blippar may cease providing access to the affected Third Party Content or Third Party Services without any liability to you.
    6. Any changes to Third Party Content, Third Party Services or APIs, including their availability or unavailability, during the Services Period does not affect Your obligations under this Agreement and You will not be entitled to any refund, credit or other compensation due to any such changes.
    7. Any Third Party Content that You store in Your Blippar Platform will count towards any storage or other allotments applicable to the Blippar Services.
  16. SERVICES TOOLS
    1. Blippar may use tools, scripts, software, and utilities (collectively, the “Service Tools”) to monitor and administer the Blippar Services.
    2. The Service Tools will not collect or store any of Your Content or Your Applications residing in the Blippar Platform, except as necessary to provide the Blippar Services or troubleshoot service requests or other problems in the Blippar Services. Information collected by the Service Tools (excluding Your Content and Your Applications) may also be used to assist in managing Blippar’s product and service portfolio, to help Blippar address deficiencies in its Blippar Services.
  17. SERVICE ANALYSIS
    1. Blippar may:

      (a) compile statistical and other information related to the performance, operation and use of the Blippar Services; and

      (b) use data from the Blippar Platform in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes

      (together “Service Analyses”).

    2. Blippar may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content or Confidential Information in a form that could serve to identify You or any individual, and Service Analyses do not constitute Personal Data.
    3. Blippar retains all intellectual property rights in Service Analyses.
  18. EXPORT
    1. Export laws and regulations of the United Kingdom, United States, Japan, Singapore, India and Turkey and any other relevant local export laws and regulations apply to the Blippar Services. You agree that such export laws govern Your use of the Services (including technical data) and any Blippar Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations).
    2. You agree that no data, information, software programs and/or materials resulting from the Blippar Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
  19. FORCE MAJEURE
    1. Neither Party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party (“Force Majeure Event”).
    2. Each Party shall use reasonable efforts to mitigate the effect of a Force Majeure Event. If such event continues for more than twenty (20) Business Days, either Party may terminate this Agreement by providing the other Party with twenty (20) Business Days prior written notice.
    3. This Clause 19 does not excuse Your obligation to pay for the Blippar Services.
  20. GOVERNING LAW AND JURISDICTION
    1. This Agreement is governed by English law and You and Blippar agree to submit to the exclusive jurisdiction of, and venue in, the courts of England in any dispute arising out of or relating to this Agreement.
  21. NOTICE
    1. Any notice required under this Agreement shall be provided to the other party in writing.
    2. Blippar may give notices applicable to the Blippar Services by means of a general notice on the Blippar portal for the Blippar Services, and notices specific to You by electronic mail to Your e-mail address on record in Blippar’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in Blippar’s account information.
  22. ASSIGNMENT
    1. You may not assign this Agreement or give or transfer the Blippar Services (including the Blippar Programs) or an interest in them to another individual or entity. The foregoing shall not be construed to limit the rights You may otherwise have with respect to Licensed Third Party Technology licensed under open source or similar license terms.
  23. OTHER
    1. Blippar is an independent contractor and You and Blippar agree that no employment, partnership, joint venture, or agency relationship exists between You and Blippar.
    2. You understand that Blippar’s business partners, including any third party firms retained by You to provide applications that interact with the Blippar Services, are independent of Blippar and are not Blippar’s agents and Blippar is not liable for nor bound by any acts of any such business partner, unless the business partner is providing Blippar Services as an Blippar subcontractor on an engagement under this Agreement and, if so, then only to the same extent as Blippar would be responsible for Blippar resources under this Agreement.
    3. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.
    4. Except for actions for non-payment or breach of Blippar’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.
    5. Blippar Programs and Blippar Services are not designed for or specifically intended for use in hazardous or business critical applications. You agree that it is Your responsibility to ensure safe use of Blippar Programs and Blippar Services in such applications.
    6. You shall obtain at Your sole expense any rights and consents from third parties necessary for Your Content, Your Applications, and Third Party Content, as well as other vendor’s products provided by You that You use with the Blippar Services, including such rights and consents as necessary for Blippar to perform the Blippar Services under this Agreement.
    7. You agree to provide Blippar with all information, access and full good faith cooperation reasonably necessary to enable Blippar to provide the Blippar Services.
    8. You remain solely responsible for Your regulatory compliance in connection with Your use of the Blippar Services and You are responsible for making Blippar aware of any technical requirements that result from Your regulatory obligations prior to entering into this Agreement.
    9. Blippar may audit Your use of the Blippar Services (e.g., through use of software tools) to assess whether Your use of the Services is in accordance with this Agreement. You agree to cooperate with Blippar’s audit and provide reasonable assistance and access to information.
    10. You agree to pay within (20) twenty Business Days of written notification any fees applicable to Your use of the Services in excess of Your rights. If You do not pay such fees, Blippar may terminate this Agreement on (20) twenty Business Days written notice. You agree that Blippar shall not be responsible for any of Your costs incurred in cooperating with the audit.
    11. The purchase of Blippar Services or other service offerings, programs or products are all separate offers and separate from any other agreement that you may have with Blippar. You understand that you may purchase Blippar Services or other service offerings, programs or products independently of any other services provided by Blippar. Your obligation to pay under this Agreement or any other agreement with Blippar is not contingent on performance of any other service offerings or delivery of programs or products.
    12. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act of 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
  24. ENTIRE AGREEMENT
    1. You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy) is the complete agreement for the Blippar Services and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Blippar Services. Nothing in this Agreement excludes or limits Blippar’s liability for deceit or fraudulent misrepresentation.
    2. It is expressly agreed that the terms of this Agreement shall supersede the terms in any other agreement, purchase order, procurement portal, or other similar non-Blippar document and no terms included in any such purchase order, procurement portal, or other non-Blippar document shall apply to the Blippar Services.
    3. In the event of any inconsistencies between the terms of Schedule to this Agreement and the terms and conditions of this Agreement, the terms and agreement shall take precedence.
    4. Except as otherwise permitted in Clause 5 (Blippar Service Specifications) and Clause 11 (Data Protection) with respect to the Blippar Services and this Agreement hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Blippar Store by authorised representatives of You and of Blippar.

Schedule 1

Definitions

In this Agreement the following terms shall have the following definitions:

“Agreement” means this agreement and any schedules to it;

“API Services” means access to the Blippar application program interface;

“Applicable Laws” means any law, legislation, instrument, rule, order, regulation, directive, by-law, code of practice or decision which applies to, concerns or otherwise affects any Party’s obligations under this Agreement as may be amended or varied from time to time, including the rules and regulations of any local, national, multinational, governmental or non-governmental authority, statutory undertaking or public or regulatory body or body corporate which has any jurisdiction, control or influence over the obligations of any Party or the providing thereof or any decision, consent or licence which is required in order for any of the Parties to fulfil their obligations in accordance with and pursuant to this Agreement;

“Blippar App” means the Blippar software application (that operates on the IOS, Microsoft and android operating systems) through which End Users may access Interactive Content hosted on the Blippar Platform;

“Blipping” means the process of an End User using the Blippar App to identify a Marker which will then Trigger the Interactive Content on the Blippar App from the Blippar Platform;

“Blippar End User” means a consumer who uses the Blippar App to access the Blippar Platform.

“Blippar Platform” means the combination of hardware and software components for augmented reality and image recognition services owned, licensed or managed by Blippar to which Blippar grants You access as part of the Blippar Services which are provided to You.

“Blippar Programs” means to the software products owned or licensed by Blippar to which Blippar grants You access as part of the Blippar Services, including the Blippbuilder Tool, Blippar App, Program Documentation, and any program updates provided as part of the Blippar Services but does not include Licensed Third Party Technology;

“Blippar Services” means the Blippbuilder Services and the API Services that are provided to You by Blippar for the purpose of beta testing only for the Service Period;

“Blippbuilder Services” means access to the Blippbuilder Tool and the hosting of Interactive Content on the Blippar Platform for the Services Period;

“Blippbuilder Tool” means the Blippbuilder software-as-a-service solution that is hosted on the Blippar Platform and that enables You to upload and create Interactive Content that can be Triggered on the Blippar Platform via the Blippar App;

“Business Day” means any date (other than a Saturday or Sunday) when the clearing banks are open for normal deposit taking in the City of London.

“Call-to-Action” or “CTA” means the Blippar mark used to communicate to the End User that a Marker is interactive when recognised by the Blippar Platform using the Blippar App;

“Confidential Information” has the meaning set out at Clause 10;

“Fees” mean the consideration payable by You for the provision of the Blippar Services by Blippar as are more particularly set out in the Blippar Services Specification at Appendix 2;

“Inappropriate Usage” means using the Blippar App, Blippar Platform or Blippbuilder Tool in any manner that would or which may, in Blippar’s sole discretion, breach any Applicable Laws, promote goods or services that are unlawful or immoral damaging to Blippar’s reputation, place Blippar in breach of any other contractual or legal obligation to any third party, infringe the Intellectual Property Rights of Blippar or any other party, cause a technical or operational failure of the Blippar App, Blippar Platform or Blippbuilder Tool;

“Interaction” means a single Trigger of a Marker by an End User that downloads the Interactive Content from the Blippar Platform to the Blippar App;

“Interactive Content” means digital content including, but not limited to, sounds, music, graphics, pictures, videos,3D models, games and competitions that is stored on the Blippar Platform and that is downloaded to the Blippar App on the Trigger of a Marker;

“Licensed Third Party Technology Terms” means the separate license terms that are specified in the Program Documentation, Blippar Service Specifications, readme or notice files and that apply to Licensed Third Party Technology;

“Licensed Third Party Technology” means the third party technology that is licensed under Licensed Third Party Technology Terms and not under the terms of this Agreement;

“Marker” means the creative asset which the Blippar Platform recognises via the Blippar App and which Triggers the Interactive Content;

“Material” has the meaning set out at Clause 14;

“Program Documentation” means the program user manuals for the Blippar Programs referenced within the Blippar Service Specifications for the Blippar Services, as well as any help windows and readme files for such Blippar Programs that are accessible from within the Blippar Services. The Program Documentation describes technical and functional aspects of the Blippar Programs. You may access the documentation online at [http://Blippar.com/] or such other address specified by Blippar;

“Provider” has the meaning set out in Clause 14;

“Recipient” has the meaning set out in Clause 14;

“Service Analyses” has the meaning set out at Clause 17.1;

“Blippar Service Specifications” means the specification for the Blippar Services provided to You that are more particularly set out at Schedule 2;

“Service Tools” has the meaning set out at Clause 16.1;

“Services Period” mean the period of time for which You are provided with the Blippar Services as Blippar may, in its absolute discretion, determine and which Blippar may bring to an end by notifying you in writing or by email;

“Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Blippar and made available to You through, within, or in conjunction with Your use of, the Services including, but not limited to, image libraries, data feeds from social network services, rss feeds from blog posts, and data libraries and dictionaries but not including Licensed Third Party Technology;

“Third Party Service” has the meaning set out at Clause 15.3;

“Trigger” means the identification of a Marker on the Blippar Platform using the Blippar App that commences the process of downloading the Interactive Content from the Blippar Platform to the Blippar App;

“Touchpoint” means the physical object upon which a Marker is affixed;

“Updates” has the meaning set out at Clause 6.9

“You” and “Your” means you, the individual person, acting in a personal capacity, who has accepted the terms and conditions of this Agreement;

“Your Applications” means all software programs, including any source code for such programs, that You load onto the Blippar Platform; and

“Your Content” means all text, files, images, graphics, illustrations, information, data (including Personal Data as that term is defined in the Data Processing Agreement for Blippar Services described in Section 11.2 below), audio, video, photographs and other content and material (other than Your Applications), in any format, provided by You for hosting on the Blippar Platform.

Appendix 2

Blippar Services Specification

Services Period: 12 (twelve) calendar months
Blippar Services:

1. Blippbuilder Services

1.1 Creation

Blippar shall allow You to create Interactive Content for the duration of the Term by using the Blippbuilder Tool.

2. Hosting

Blippar shall host all Interactive Content on the Blippar Platform for the duration of the Services Period.

Fees £1 receipt of which Blippar hereby acknowledge