TERMS FOR PROMOTERS AND ADVERTISERS

BACKGROUND

eventcloud Ltd operate this website to provide a community to help find out what events are on in your local area or somewhere you intend to visit. eventcloud™ is your guide to what's on, where it is taking place and when! (As a Promoter) you have selected eventcloud™ as a network to advertise your events, venues, resorts and attractions. This will allow you to integrate yourself into this community and to benefit from the wide range of facilities offered by eventcloud™. You agree that all use of this website is strictly subject to these terms. Please read through the terms carefully, as they affect your rights and liabilities.

GENERAL

You appoint eventcloud to publish material provided by you and to act as an agent to promote and sell tickets for selected events and provide you other facilities in accordance with these Terms. You (as the Promoter) agree that your use of the website (or any use which is deemed to be authorised by you) will be subject to these Terms and the User Terms and as such you agree to be bound by both sets of Terms (where the different terms conflict, these Terms will prevail).

TO REGISTER AS A PROMOTER

In order to register as a Promoter, you will have already followed the simple steps set out in the Promoter Registration Page and you will already be registered with eventcloud as a Registered User.
The Username and Password ("Security Access") used to register you as a Promoter (that eventcloud gave you as a registered user) is strictly confidential and you (the Promoter Registering) will be responsible for all use of it, even if such use is not authorised by you.
If you authorise any third party to have access to your Promoter Account, you will be solely responsible for all use of your Promoter Account by such third party or by anyone using that third party's Security Access.
If eventcloud or any registered users suffer any loss of any kind due to any acts or omissions that you are responsible for as set out in 3.1 - 3.3 above, you agree to fully reimburse them for such losses.

FACILITIES

eventcloud make various facilities available for Promoters which eventcloud are entitled to vary or amend from time to time at their sole discretion. Some facilities available when you register as a Promoter (as set out in the remainder of this clause 4) may be removed from the website and some further ones may be provided in addition. If you have paid for any services or facilities then eventcloud will always endeavour to ensure that you receive the full benefit of such service or facility.
Brand

As a Promoter, you are able to select brands or groups that you are associated with. Association with selected brands or groups will facilitate communication between other Promoters and registered users in a more focussed environment.
If you select a brand or group that is already associated with another Promoter or registered user, you will need to contact eventcloud and eventcloud will then determine who such brand and group should be associated with. eventcloud's decision shall be final. eventcloud reserve the right, at any time, to disassociate a brand or group from you or any other Promoter or registered user at eventcloud's sole discretion.
eventcloud may at any time change the relationship between brands and groups with Promoters and registered users and the way in which they link together as the website continues to evolve and at their sole discretion.

Banner Ads

The website has been set up to enable Promoters to populate certain parts of the website with ads and promotional material. You can post such ads by following eventcloud’s step by step process in the Promoter Administration Page. You agree that you (and anyone acting on your behalf) will at all times comply with eventcloud’s "banner instructions for designers".
You will need to make payment for placing such ads in accordance with clause 6.
You will be entirely responsible for all material you provide and for selecting the ads that you require and the duration of time that you require such ads to be shown for. Any artwork provided by you in relation to an ad must be provided to eventcloud at least 2 Working Days before the start date for the ad. If it is supplied after this time the start of the ad may be delayed. For the purpose of this clause a Working Day is any day other than a Saturday, Sunday or a national or public holiday in the UK.
eventcloud offers no guarantee in relation to the number of times an ad will appear, the number of click throughs or to the targeting of such ads and any figures provided are based on past experience and intention. eventcloud make no promises in relation to such figures.
eventcloud reserve the right at any time to take down any ads placed at eventcloud's sole discretion. If eventcloud consider it appropriate, eventcloud will reimburse on a pro rata basis for any unexpired period of time in relation to such ads.
If there is downtime and the website is unavailable to all end users as a result eventcloud may at their sole discretion provide a partial refund in relation to payment made for effected banner ads or provide an extended period for the banner ad or take no such action.

Events and Venues

You can add events and venues by following the step by step process on the website. You will be responsible for all information supplied in relation to such event or venue and for ensuring that it is up to date and accurate.
eventcloud shall provide access to event and venue pages through the use of a calendar and an index of places. Such access may at any time change as the website evolves at eventcloud's sole discretion. eventcloud reserve the right to remove events or venues or to amend information about events or venues at their sole discretion.

Promotions

You may add promotions to the website and eventcloud will provide access to them in the promotions Archive.
In order to add a competition, you must provide the required information in the Promoter Administration Page.
You shall be entirely responsible for the legality of the competition and for stating any terms and conditions that may apply.
You shall reimburse eventcloud for any loss that they may suffer as a result of any breach by you of 4.6.3.
You shall ensure that the actual prizes offered in your competition are correctly awarded to the respective winners. If you fail to award the prizes correctly you must, within 1 week of the date the prizes should have been given, provide eventcloud with the prizes or an equivalent amount of money to enable eventcloud to remedy such failure.

PROMOTER OBLIGATIONS

You agree to complete all sections of all of the Promoter Administration Page in accordance with all instructions and to only use the website in accordance with instructions on the website or as otherwise instructed by eventcloud.
You shall keep eventcloud fully informed of any feedback in relation to the website or eventcloud generally and whether positive or negative.
You shall ensure that all information that you provide is accurate, complete and not misleading and you shall notify eventcloud immediately if any of your details or details of an event you are promoting change at any time.
You shall comply with all lawful and reasonable instructions of eventcloud.
You will do nothing which may damage the reputation of eventcloud.
You shall ensure that the staff working on the door of an event have full information about the tickets and guestlists sold or allocated using the website for the relevant event to enable them to allow the appropriate access.
You shall delete and not copy or store information about users which you receive in relation to tickets or guestlists and shall only use such information strictly in order to allow entry to the event for which the information was given. You agree that such data is owned by eventcloud and can only be used by you subject to these Terms and any instructions provided by eventcloud. Any use of the data outside of this clause shall be a breach of these Terms and of applicable Data Protection law.
You agree that you will promote eventcloud as agreed between you and eventcloud and strictly in accordance with any requirements of eventcloud. As a minimum you agree at all times to comply with eventcloud’s Brand Guidelines.
You shall be responsible for displaying any information which contains any references to eventcloud or to their brand, in particular in relation to the legality of displaying posters and other advertisements. You agree to indemnify eventcloud against any loss they may suffer as a result of any claims made against them relating to your use of their brand in this way.

FINANCIAL PROVISIONS AND CONTRACT FORMATION

You may pay for certain things using the website, such as for banner ads. eventcloud uses third party credit card payment facilities to effect such payment and whilst eventcloud take care in selecting such third parties, it cannot be responsible for your use of your credit card online and, subject to any liability being caused by eventcloud's negligence, eventcloud shall not be liable for any loss you may suffer in relation to such online payments. Where any credit terms are agreed you must make full payment strictly in accordance with such credit terms.
Prices for all things that you purchase from the website will be as set out in the relevant webpage (VAT shall be excluded from such prices). eventcloud are free at any time to change the prices in relation to the facilities and the website in general. Such changes shall take effect from the time they are displayed on the website or otherwise communicated to you. eventcloud reserve the right to reject your orders made online (your order shall amount to an offer) and in such circumstances, eventcloud will where appropriate give you a full refund. eventcloud reserve the right to make an annual charge to Promoters. If such a charge is imposed, eventcloud will contact you with the appropriate details. If you are not prepared to pay such annual charge, you will be entitled to terminate your agreement with eventcloud with immediate effect.
You shall have no right to make any deductions to any amounts owing by you to eventcloud or it's holding company WOWAW Ltd whether by way of set-off, counter claim, discount, abatement or otherwise. eventcloud shall, if any amounts are owing to you be able to make deductions to such amounts representing any amount that is outstanding from you to eventcloud.
eventcloud may agree to set up a credit account with you and in such circumstances, eventcloud will inform you of the terms to apply to such credit account. You agree to comply with such terms.
If we suffer any loss as a result of chargebacks or other similar charges relating to debit or credit card payments you agreed to indemnify us in relation to any such losses.
eventcloud may charge you an administration fee in the event of any chargebacks or other costs incurred by eventcloud.
No payment under this clause 6 shall be considered made until it is received by eventcloud in cleared funds.
Without prejudice to any other rights or remedies of eventcloud (whether expressly specified in these Terms or otherwise) in the event that you fail to pay any of the sums payable on their due dates for payment:

eventcloud reserves the right to charge interest on such sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
eventcloud shall be entitled (but not bound) to suspend performance of their obligations under these Terms until all sums owing have been paid in full or terminate the agreement formed under these Terms by giving you 30 days’ written notice of such termination.

All invoices raised or payments made for e-flyers or campaign credits are strictly non-refundable.

INTELLECTUAL PROPERTY

You grant eventcloud a perpetual and irrevocable licence to use all materials that you provide to eventcloud in any way eventcloud deem reasonable in relation to eventcloud’s business.
You warrant that you own all intellectual property rights in any materials you supply to eventcloud and the website generally and that any use of such materials by eventcloud shall not infringe the intellectual property rights of any third party. For the purpose of this clause 7, intellectual property rights shall include but not be limited to copyright, trade marks (registered or unregistered), brand, design rights, database rights, patents or confidential information. You agree to indemnify eventcloud for any losses, expenses, claims, damages or liabilities that eventcloud may suffer as a result of any use of the materials supplied by you to eventcloud or the website generally.

LIABILITY AND INDEMNITY

eventcloud shall not be liable to you for any indirect or consequential loss or for any loss of profit, data, savings, use of money, business, goodwill or reputation whether such losses are direct or indirect.
Nothing in these Terms shall limit eventcloud’s liability for death or personal injury caused by their negligence.
To the extent eventcloud have any liability to you under these Terms, such liability shall, in any given year, be limited to the amount of revenue earned by eventcloud from you during such year.
You shall indemnify and keep eventcloud indemnified against any liabilities or losses or any claims by any third parties however caused that arise in any way in relation to any act or omission by you or any breach by you of these Terms except to the extent that the loss or liability occurs due to eventcloud’s negligence.
You shall maintain adequate insurance in order to protect yourself in the event of any losses in relation to clause 8.4 or any other part of these Terms.

DURATION AND TERMINATION

Following your agreement of these Terms, the agreement between you and eventcloud will continue indefinitely until terminated by either party in accordance with this clause 9.
eventcloud can terminate the agreement formed under these Terms at any time immediately on notice to you.
You may terminate the agreement formed under these Terms at any time by giving eventcloud 1 week's notice.
Either party shall be entitled immediately to terminate the agreement formed under these Terms by notice to the other if that other party commits any material breach of any of the provisions of these Terms and, in the case of a breach capable of remedy, fails to remedy the breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
Either party may terminate an agreement formed under these Terms with immediate effect if the other passes a resolution for winding up (other than for a solvent reconstruction) or if the court shall make an order to that effect or if the other ceases or threatens to cease trading or if the other becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement for composition with its creditors or if a liquidator, receiver, administrator, administrative receiver, trustee or similar officer is appointed over the assets of the other.
The termination of the agreement shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
Termination, however caused shall not affect any goods or services sold prior to such termination and you shall be obliged to provide such goods or services sold irrespective of such termination. Following termination however caused you shall have no right to access the website and your Security Access will be disengaged.
All material supplied by you to eventcloud and the website in general can, at eventcloud's sole discretion, continue to be published on the website even following any such termination.

GENERAL

Any waiver by eventcloud of a breach of any provision of these Terms shall not be considered as a waiver of any subsequent breach of the same or any other provision.
These Terms constitute the entire agreement between you and eventcloud and supersede any prior written or oral agreement in relation to the subject matter and you confirm that you have not agreed to these Terms on the basis of any representation that is not expressly incorporated into them. These Terms shall not be capable of being varied nor any of its terms waived otherwise than by writing, signed by a duly authorised officer of both parties.
Each provision of these Terms is independent and severable from the remaining provisions and enforceable accordingly. If any provision of these Terms is unenforceable for any reason but would be enforceable if part of the wording of the provision was deleted, it shall apply with such deletions as may be necessary to make it enforceable.
These Terms shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.
The parties agree that any and all rights (express or implied) conferred upon a party under any of these Terms by the Contracts (Rights of Third Parties) Act 1998 are expressly excluded except for any rights of eventcloud to enforce provisions against a registered user.

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