Digital Incentives Platform - Terms & Conditions of Use
Last updated: 10 February 2023
1. ACCEPTANCE OF TERMS
1.2 These terms may not be revised or modified without the express written consent of RX.
1.3 If you violate these Terms, RX may terminate or suspend all or part of the Accounts on no notice and in its sole discretion s.
1.4 You agree that RX may change any part of the Platform and/or Services, including its content, at any time or discontinue the Platform and/or Services or any part thereof, for any reason, upon a prior notice to you, but without further liability. Provided, that in cases in which RX services were already activated in relation to a specific event, RX will not materially reduce the functionality of the Platform or the Service. "
1.5 You declare that by acceptance of these Terms and/or by using the Platform and/or Services you are of legal age to form a binding contract with RX and in any case, at least 18 years of age. You may not use the Platform and/or Services and may not accept these Terms if you are a person barred from receiving the Services under the laws of the country in which you are resident or from which you use the Platform and/or Services.
Unless otherwise defined in these Terms, capitalized terms used in these Terms shall have the following meanings:
2.1 "Advertiser" means an advertiser offering goods and/or services to Attendees by Advertiser Offers (as defined below) through the Platform.
2.2 "Advertiser Data" means personal information, records, files, reports and other data relating to Advertisers or their representatives that are received, stored or used by RX in relation to the Platform or the Services.
2.3 "Attendee" means a participant of an event (each, an "Event") being provided by RX with access and/or permission to use the Platform.
2.4 "Attendee Data" means any and all personal information, records, files, reports and other data relating to Attendees that are received, used or stored in connection with the Platform and/or the Services provided hereunder (other than non-identified and/or aggregated information).
2.5 "Intellectual Property" means all property, whether in the form of designs, formulas, procedures, methods, apparatuses, ideas, inventions, creations, improvements, works of authorship and other similar material, whether subject to protection under patent, trademark, database rights, design rights, moral rights, domain names, brand and business names, knowhow, copyright or trade secret law and/or any other statutory provision or common law doctrine, worldwide.
2.6 "Proprietary Information" as defined in Section 8 herein.
2.7 "Platform" or "Digital Incentives Platform" means the Platform owned and/or licensed and managed by RX, which enables event marketing automation, digital events offer bag and distribution of digital content to Attendees.
2.8 "Services" means the distribution of content to Attendees through the Platform, including using and/or accessing the Platform and/or allowing any Attendees to use and/or access the Platform and any other services provided by RX hereunder."" "
2.9 "Updates" means any bug fixes, patches, error corrections, maintenance releases, minor releases, upgrades, new versions and/or other enhancements and/or modifications developed, issued or released by RX with respect to the Platform. Any Update made available hereunder shall constitute and be deemed to be part of the Platform.
3. PLATFORM LICENSE
3.1 Grant of License. Subject to all other terms herein, and as contained in an order form executed between Advertiser and RX to which these Terms are attached and of which these Terms constitute an integral part (the "Order Form"), RX hereby grants you a non-transferable, non-exclusive license, for the term hereof, to (i) use the Platform in accordance with these Terms; and (ii) if you are an Advertiser, present Advertiser Offers through the Platform to Attendees, all subject to the limitations set-forth below.
3.2 License Limitations. Save as provided in 3.1ii(b) or otherwise expressly agreed herein, you shall not (i) modify or create any derivative works of all or any portion of the Platform, including translation or localization; (ii) redistribute, encumber, sell, rent, lease, sublicense, use the Platform in a timesharing or service bureau arrangement, or otherwise transfer rights to all or any portion of the Platform; (iii) copy all or any portion of the Platform; or (iv) remove any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Platform.
3.3 Use of Platform. You agree to use the Platform in accordance with all applicable law and shall not use it for any purpose other than that which is intended, all pursuant to these Terms, including, without limitation (i) applicable data protection and privacy laws and (ii) applicable anti-spam and unsolicited messages laws.
4. Account Information
4.1 In order to register to the Services, you will be asked to sign-in using your relevant information. During the process of creating an account in order to access the Services (the "Account"), you may be required to select a password (the "Login Information"). The following rules govern the security of your Account and Login Information. For the purposes of these Terms, references to the Account and the Login Information shall include any account and account information, including user names, passwords or security questions, whether or not created for the purpose of using the Services, that are used to access the Services:
(i) You shall not share your Account or Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account.
(ii) In the event you become aware of, or reasonably suspect, any breach of security, including, without limitation, any loss, theft, or unauthorized disclosure of your Login Information or unauthorized access to your Account, you must immediately notify RX and modify your Login Information;
(iii) You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of your Login Information, including purchases;
(iv) Subject to section (iii) above you are responsible for anything that happens through your Account, whether or not such actions were taken by you, including, for the avoidance of doubt, actions taken by third parties. You therefore acknowledge that your Account may be terminated if someone else uses it to engage in any activity that violates these Terms or is otherwise improper or illegal;
(v) You accept full responsibility for any unauthorized use of the Services, through your Account, by any individual or entity barred from accepting these Terms and/or receiving the Services, under the provisions listed herein and/or any applicable law;
(vi) RX reserves the right, in its sole discretion, to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party's rights.
4.2 You hereby agree to supply accurate and complete information to RX, and to update that information promptly after it changes. You represent and warrant that you have full right and authority to provide RX with the foregoing information, including, without limitation, any third party's consent (to the extent required under any applicable law).
5.1 The Platform. The Platform allows the offering, distribution and monitoring of content to Attendees ("Content"). All content made available through the Platform, subject to the Commercial Program, is either: (i) Content made available by RX or its partners and/or (ii) Content made available by Advertisers. "RX shall have the right to approve all Advertisers promoting offers to Attendees through the Platform.
5.2 Advertiser Data and Content.
(i) You shall be fully responsible and liable for any and all Advertiser Data as well as information, data, text, messages, links, graphics, video, recommendations, notifications, offers, promotional materials or other materials, made available through the Platform by you (collectively, "Your Content" and each item of Your Content, "Your Offer"). Without derogating from the generality of the foregoing, you hereby undertake to examine Your Content made available through the Platform in accordance with customary industry standards.
(ii) You shall be solely responsible for supplementing, modifying and updating Your Content.
(iii) You hereby grant RX a non-exclusive, royalty-free, worldwide right and license during the term hereof to do the following to the extent necessary to the performance of Services in accordance with these Terms: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink Your Content; and/or (b) make archival or back-up copies of Your Content.
(iv) Except for the rights expressly granted above, RX is not acquiring any right, title or interest in or to Your Content, does not control Your Content, does not claim ownership in or to Your Content and, as such, does not guarantee the accuracy, integrity or quality of Your Content.
(v) Under no circumstances will RX be liable in any way for Your Content and/or Your Offers and/or for any loss or damage of any kind to any Attendee and/or you and/or any third party incurred as a result of Your Content and/or Your Offer made available through the Services. Without derogating from the generality of the foregoing, it is hereby agreed that it is your responsibility to save a copy of any and all of Your Content made available through the Services.
(vi) RX reserves the right to edit or remove Your Content that it becomes aware of and determines to be harmful, offensive or otherwise in violation of these Terms and/or any applicable law. RX may also remove any of Your Content that is inaccurate or includes unauthorized disclosure or personal information. Violation of these restrictions (collectively, the "Restrictions") may also result in the termination and/or suspension of your Account, provided that you will retain the ability to access Your Content. These Restrictions apply to all content provided to or through the Services, including, without limitation, text messages, web pages made available through the Platform, email messages, newsgroup postings, chat and/or personal accounts.
(vii) You shall not make available through the Platform any content that violates or infringes any third party's intellectual property rights or that is obscene, harm minors in any way, includes child pornography, defamatory, racist, libelous, excessively violent, and/or harassing.
(viii) You shall not use the Services in any way for uploading, posting, emailing transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional material, junk mail, chain letters, spam or any other form of solicitation except as specifically permitted under any applicable law.
(ix) You shall not use any of Your Content and/or the Platform as a pseudonymous return email address and/or telephone number for any communications that you transmit from another location or through another service; and you may not pretend to be someone else when using the Services.
(x) You shall not upload, post or otherwise transmit through the Services any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
(xi) You shall not use the Platform for any unlawful activities not otherwise covered above. Without derogating from the generality of the foregoing, you shall not use the Platform to:
(a) intentionally or unintentionally violate any applicable local, federal, state, national or international law, or any regulations having the force of law;
(b) impersonate any person or entity, including, but not limited to, an RX official, or falsely state or otherwise misrepresent its affiliation with a person or entity;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of Your Content transmitted through the Platform or develop hidden pages or images;
(d) upload, post or otherwise transmit any content regarding which you do not have a right to transmit to the public under any law or under contractual or fiduciary relationships.
(xii) RX may not pre-screen Your Content. However, and without derogating from any other provisions of these Terms, RX and its designees have the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any of Your Content that is available via the Platform, which violates these Terms and/or any applicable laws. Without limiting the foregoing, RX and its designees may disable, restrict access to or the availability of, any of Your Content that violates these Terms or any applicable law. You shall evaluate and bear all risks associated with, the use of Your Content, including its legality, reliability, appropriateness, originality and copyright standing and any reliance on the accuracy, integrity, quality or usefulness of Your Content.
(xiii) You acknowledge, consent and agree that RX may (i) access, preserve and disclose any of Your Content, including, without limitation, if required to do so under any applicable law or if it believes such discloser is necessary to enforce these Terms; (ii) to respond to claims that Your Content violates the rights of any third party; and (iii) protect the rights, property or safety of RX, its users, including Attendees, and/or the public.
6. USE OF PLATFORM BY ATTENDEES
7. INTELLECTUAL PROPERTY
7.1 The Platform is licensed for use, not sold. The Platform is protected by copyright law, other intellectual property laws, and by international treaties. The Platform, including its structure, organization, and code constitute valuable trade secrets of RX and its suppliers. All rights, title and interest in and to (i) the Platform, including any and all copies documentation that may be included in, or provided in connection with, the Platform; (ii) any reports or analyses prepared by RX in connection with the use of the Platform; and (iii) any know-how or Intellectual Property contained in or associated with the foregoing is owned by and shall remain with RX and/or its suppliers. RX shall have any and all right, title and interest in and to any and all modifications, design changes or improvements of the Platform suggested by you or any other party, without the payment of any consideration therefor.
8. LIMITATION OF LIABILITY
EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND RX DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. RX DOES NOT WARRANT THAT THE PLATFORM AND/OR SERVICES WILL BE FREE FROM DEFECTS, IDENTIFY SECURITY VULNERABILITIES, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. RX IS NOT RESPONSIBLE, AND HAS NO LIABILITY FOR ANY HARDWARE, SOFTWARE, OR OTHER ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN RX. EXCEPT FOR ANY WARRANTIES EXPRESSLY STATED IN THESE TERMS, THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PLATFORM OR AS TO THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE PLATFORM REMAINS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT RX DOES NOT WARRANT OR GUARANTY THE SECURITY OF THE PLATFORM OR OF COMMUNICATIONS MADE USING THE PLATFORM AND ASSUME ALL RISKS ASSOCIATED WITH SUCH SECURITY AND COMMUNICATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RX OR ANY OF ITS SUPPLIERS BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, CORRUPTION OR LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY) ARISING OUT OF THE SUBJECT MATTER OF THESE TERMS OR ANY RELATED AGREEMENT FOR SERVICES ENTERED INTO BY THE PARTIES OR ANY TRANSACTION BETWEEN THE ADVERTISER AND ANY ATTENDEE, EVEN IF RX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, RX'S SOLE LIABILITY FOR DAMAGES ARISING UNDER THESE TERMS OR ANY RELATED AGREEMENT FOR SERVICES ENTERED INTO BY THE PARTIES OR ANY TRANSACTION BETWEEN THE ADVERTISER AND ANY ATTENDEE SHALL BE LIMITED TO USD$500 ("LIABILITY AMOUNT").
For any questions about these Terms or any other issue regarding RX or the Platform or the Services please contact RX via the Event website.
All rights reserved, Reed Exhibitions Limited 2023; Reed Exhibitions, a division of RELX Inc. v. 10 February 2023