terms and conditions

Terms and Conditions for the Use of
Global’s Audio Hosting Platform

1. Definitions

1.1 For the purposes of this Agreement:

1.2 References to clauses and schedules are to the clauses and schedules in this Agreement. All schedules to this Agreement shall for all purposes form part of this Agreement.

1.3 Clause headings are for reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Where the context requires, the singular includes the plural and vice versa.

1.5 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as being illustrative and shall not limit the sense of the words preceding those terms.

1.6 Any reference to a directive, regulation, statute, statutory provision, code of conduct or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation.

2. Agreement

2.1 Users of the Services:

• 2.1.1 acknowledge and accept these terms and conditions;
• 2.1.2 must be 18 years of age or over; and
• 2.1.3 may link to, but not replicate, the content available on the Hosting Platform, subject to these terms and conditions.

3. User Restrictions

3.1 Users may not:

• 3.1.1 reverse engineer, decompile, disassemble, modify or create derivative works based on Hosting Platform or any portion of it;
• 3.1.2 circumvent any technology used by Hosting Platform or its licensors to protect content accessible via it;
• 3.1.3 copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided through Hosting Platform;
• 3.1.4 use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of Hosting Platform or its content;
• 3.1.5 rent, lease or sublicense Hosting Platform;
• 3.1.6 defame, abuse, harass, use threatening practices, threaten or violate the legal rights of others in any other way (such as rights of privacy and publicity);
• 3.1.7 disseminate or publish content that is unlawful, obscene, illegitimate, defamatory or inappropriate;
• 3.1.8 misappropriate any account in use by another User;
• 3.1.9 register or use the Service in order to approach the Users to promote, sell or advertise products or services of any kind through Hosting Platform in any way;
• 3.1.10 use Hosting Platform in any other improper manner that violates the Terms;
• 3.1.11 publish any content that promotes, either directly or indirectly, hate, racism, discrimination, pornography, violence;
• 3.1.12 promote activity that may endanger your life or the life of any other User or lead to physical harm. This includes, but is not limited to: suicide threats, intentional physical trauma, use of illegal drugs, or drinking excessively. Under no circumstance is any User allowed to post any content promoting and/or encouraging and/or showing any self – destructive or violent behaviour on Hosting Platform;
• 3.1.13 publish any content or carry out any activity that disrupts, interrupts, harms, or otherwise violates the integrity of Hosting Platform or another User’s experience or devices. Such activity includes: spamming, distributing unauthorized advertisements, phishing, defrauding others, spreading malware or viruses etc.;
• 3.1.14 publish any content that exclusively focuses on extreme or gratuitous gore and violence;
• 3.1.15 probe, scan or test the vulnerability of Hosting Platform, including the services or any network connected to the website, nor breach the security or authentication measures on Hosting Platform, including the services or any network connected to Global;
• 3.1.16 conceal their identity or steal someone else’s identity or, in any case, pretend to be or represent a third party, if not expressly allowed to do so by such third party;
• 3.1.17 manipulate identifiers in order to disguise or otherwise conceal the origin of their messages or of the content published;
• 3.1.18 harvest or collect any personally identifying information of other Users, including but not limited to the email addresses or contact information, by circumventing the privacy setting of User’s account on Hosting Platform or by any other means;
• 3.1.19 register or use the Service in order to approach the Users to promote, sell or advertise products or services of any kind through Hosting Platform in any way;
• 3.1.20 use Hosting Platform to publish or otherwise disseminate copyrighted material, without the consent of the copyright holder.

3.2 Users must not:

• 3.2.1 present false information about Global, the Hosting Platform or any of its products or services;
• 3.2.2 use any content provided by Global or any of its services except (i) as expressly permitted in these terms and conditions or (ii) with Global’s prior written permission;
• 3.2.3 link the Hosting Platform with any content that contains Prohibited Content; or
• 3.2.4 link to or embed Hosting Platform widgets in a third-party web space, except with permission of such third party.

4. Termination

4.1 Global reserves the right to:

• 4.1.1 suspend or terminate the User’s account;
• 4.1.2 remove Podcasts; and/or
• 4.2.3 deny permission to embed, or to block, Hosting Platform widgets from any other platform;

at any time, at its absolute discretion, and without notice.

5. Intellectual Property Rights

5.1 Global grants Users a revocable, personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the Hosting Platform in accordance with these terms and conditions. The software, source codes, techniques, algorithms, procedures and documentation related to the Service are the exclusive property of the Global and/or its licensors and therefore may not be used in any way by the User for purposes other than those set forth in these Terms. User does not acquire any right or title with respect to the software, and acknowledges that its use is non-exclusive and non-assignable and limited to the Term. All rights and licence granted to the User shall immediately terminate upon any termination or expiration of this Agreement.

5.2 Each Party agrees and acknowledges that it shall not acquire by operation of this Agreement or otherwise any Intellectual Property Rights belonging to the other Party or any other User.

5.3 The User grants to Global, for the entire duration of the Agreement, a personal, non-assignable and non-exclusive licence to host the Podcasts on the Hosting Platform.

5.4 User gives all licences and consents required by the Copyright, Designs and Patents Act 1988 and all other laws now or in the future enacted to enable Global to provide the Services.

5.5 User grants, and shall procure that the Host(s) grant, to Global the right to use and reproduce throughout the world and in all media:

• 5.5.1 the Host(s)’ name;
• 5.5.2 the Podcast’s name and format;
• 5.5.3 the Host(s)’ biography; and
• 5.5.4 the right to use and reproduce (and to authorise others to do so) photographs (or other reproductions) of the Host(s).

5.6 Subject to the terms and conditions of this Agreement, User hereby grants to Global a non-exclusive, royalty-free license (a) to use and display User Marks alongside Podcasts through the Hosting Platform and in connection with the promotion of the Podcasts.

5.7 Subject to the terms and conditions of this Agreement, Global hereby grants to User a limited, non-exclusive, royalty-free and non-transferable licence during the Term to use and display Global Marks in connection with User’s promotion of the Podcasts.

5.8 User shall not in any way alter Global Marks and Global shall not in any way alter User Marks.

6. Warranties and Liability

6.1 Each Party warrants, represents and undertakes to the other that:

• 6.1.1 It has and will continue to have throughout the Term, the full right, title and authority to enter into this Agreement and perform its obligations hereunder; and
• 6.1.2 It shall comply with all applicable legislation and regulations.

6.2 User warrants, represents and undertake that:

• 6.2.1 it owns and/or is entitled to grant the rights to Global in the User Marks and Podcasts (including rights in the name and format) as set out in this Agreement and that the exploitation of such rights by Global shall not infringe the rights of any third party;
• 6.2.2 it owns or has obtained all consents, licences, visas and similar permissions which may be necessary to enable User to use the Services;
• 6.2.3 the User Marks and Podcasts shall not contain Prohibited Content; and
• 6.3.4 it will not engage in conduct which is, or is likely to be, harmful to Global’s goodwill or reputation or that of any Group Company or any sponsor, advertiser, host, listener, employee, consultant, agent or representative of us or any Group Company either within the Podcast or otherwise.

6.3 Global shall not be liable for any:

• 6.3.1 unavailability or inoperability of the Service or for any technical malfunction, computer error, corruption or loss of information; and
• 6.3.2 loss of profit, loss of anticipated profit, loss of business, loss of contract, economic loss, overhead recovery, anticipated savings, loss of data, depletion of goodwill, product recall nor for any special, indirect or consequential loss or damage, or otherwise for any costs, expenses or other claims for consequential compensation whatsoever (howsoever arising) which arise out of or in connection with this Agreement.

6.4 Global accepts no liability whatsoever to the User for any and all claims (howsoever arising) in contract, breach of statutory duty, tort (including negligence) misrepresentation, any claim under an indemnity or otherwise, arising out of or in connection with this Agreement.

6.5 Nothing in this Agreement shall operate to exclude or limit the liability of either Party for death or personal injury caused by that Party’s negligence or for a fraudulent misrepresentation made by that Party.

6.6 The provisions of this clause 6 shall survive the termination or expiry (for whatever reason) of this Agreement.

6.7 Without prejudice to any rights and remedies implied by statute or common law, or under any provision of this Agreement, User shall indemnify and keep fully indemnified Global from and against any and all claims, actions, losses, damages, liability, costs and expenses (including reasonable legal fees) incurred or suffered by Global arising directly out of or in connection with any breach by User of its warranties and representations under this Agreement.

6.8 User hereby indemnifies Global for any liability or claim arising against Global in connection with illegal distribution of third-party content or unlawful use of the Service.

6.9 User agrees to defend, indemnify and hold harmless Global, its Group Companies and all officers, directors, employees, advisors and agents of Global or any Group Company, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees and expenses) arising from:

• 6.9.1 its use of the Service;
• 6.9.2 its violation of this Agreement;
• 6.9.3 its violation of any third party right, including without limitation any copyright, property, or privacy right; or
• 6.9.4 any claim that its content caused damage to a third party.

6.10 User shall:

• 6.10.1 as soon as reasonably practicable give written notice of any claim to Global, specifying the nature of the claim in reasonable detail;
• 6.10.2 not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of Global; and
• 6.10.3 give reasonable assistance to Global in relation to the claim at User’s expense.

7. Data Protection

7.1 Each Party shall comply with its respective obligations under Data Privacy Laws.

7.2 Global shall process all Personal Data in accordance with its privacy policy.

8. General

8.1 Neither Party shall make any public announcements with respect to any aspect of this Agreement or its relationship with the other Party without the prior written approval of the other Party.

8.2 This Agreement constitutes the entire agreement between the parties in relation to the subject matter, and supersedes any previous agreement, arrangement or understanding (whether oral or written) between the parties relating to its subject matter.

8.3 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each Party.

8.4 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies nor will any single or partial exercise by either Party of any right preclude any further exercise of any other right.

8.5 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction then the legality, validity and enforceability in that jurisdiction of the remaining provisions shall be unaffected and the legality, validity and enforceability in any other jurisdiction of that or any other provision shall be unaffected.

8.6 Nothing in this Agreement, and no action taken by the parties pursuant to it, shall constitute, or be deemed to constitute, a partnership or joint venture between them. No Party has any authority or power to bind, contract in the name of, or to create a liability against, the other Party in any way or for any purpose, except as may be expressly authorised in writing by such other Party from time to time.

8.7 Global may assign or sub-contract any of its rights and obligations under this Agreement to any Group Company. Otherwise, this Agreement is personal to the parties hereto and neither Party shall assign, or purport to assign, the whole or any part of the benefit of, or any of its rights, under this Agreement, nor sub-contract the performance of any or all of its obligations under this Agreement, in each case without the prior written consent of the other Party.

8.8 It is mutually agreed that any confidential informationreceived or obtained by either Party from the other Party in connection with this Agreement shall not be disclosed by the receiving Party to any third party other than to its legal advisers or as may be required by law, or regulation or as may be agreed between the parties.

8.9 The parties agree that the provisions of this Agreement are personal to them and are not intended to confer any rights of enforcement on any other Party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement or to any of its provisions.

8.10 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the English courts shall haveexclusive jurisdiction over any claim, action, proceedings or dispute arising out of or in connection with this Agreement.