Client terms and conditions.
"Pepper" means the Pepper music service operated by or on behalf of D.A.M. Good Media Limited ("we" or "us").These are our client terms and conditions ("T&Cs").
Pepper allows the proprietors of entertainment venues ("Venues"), promoters (“Promoters”) and artists/managers (“Artists”), (respectively “you”) to register with Pepper (and thereafter to edit and correct your details in our database, for example), and to sign-up for relevant advertising packages.
1. Eligibility for the Pepper platform
1.1 You must be approved by us to become authorised to use Pepper and to access and use Pepper. We may, in our sole and absolute discretion, refuse allow any person to use Pepper and to change our eligibility criteria at any time.
1.2 You may access registration areas of Pepper by creating an account with us and becoming a registered as a Venue, Promoter or Artist. Any manager registering as an Artist does so and accepts these T&Cs on its behalf and on behalf of the artist in question.
1.3 By registering with Pepper, you agree that:
(a) your account and password are personal to you and may not be used by anyone else to access Pepper. You agree to be responsible for maintaining the confidentiality of your password or other account identifiers which you choose and for any and all activities that occur under or in connection with your account;
(b) you will not do anything which would assist anyone who is not a registered user to gain access to any registration area of Pepper;
(c) you will not create additional registration accounts for the purpose of abusing the functionality of Pepper; and
(d) you will not pass yourself off as another user.
1.4 You agree to notify us immediately if you become aware any data security breach, including any unauthorised use of your password or account identifiers by others.
2.1 Your continued use of Pepper indicates your continued acceptance of these T&Cs.
2.2 You acknowledge that, as between us and you, except for Pepper user content, other third party content and Ads (as defined below), we are the sole owner of all content on Pepper, including, without limitation all applicable copyrights, patents, trademarks, trade secrets, trade names, logos, and other intellectual property rights thereto, as well as text, images, graphics, logos, audio, video and other material appearing on Pepper ("Pepper Content").
2.3 Pepper and the Pepper Content are protected by copyright laws and other intellectual property laws in England and Wales and are protected globally by applicable international copyright treaties.
2.4 You may not use any Pepper Content for any other purpose without our prior written approval and you are not allowed to copy or create a database in electronic or paper form comprising all or part of the material appearing on Pepper.
3. Ceasing use
3.1 If you no longer wish to have a registered account, you many terminate your account by de-registering via Pepper or by sending an email to email@example.com.
3.2 If you no longer accept these T&Cs, or any future modification to these T&Cs, you must immediately cease using Pepper and close your account.
3.3 If, for any reason, we believe that you have not complied with these T&Cs, we may, at our sole discretion, immediately and without notice cancel your access to Pepper and may, at our sole discretion, email you stating this.
4.1 To the extent permitted by law, we do not accept any liability or responsibility whatsoever for Pepper or the Ad Material (as defined below).
4.2 We give no warranties of any kind concerning Pepper. In particular, we do not warrant that Pepper or any of its contents are virus free. You must take your own precautions in this respect.
4.3 We will not be liable for any loss caused as a result of you doing, or not doing, anything as a result of publishing or anyone viewing, reading or listening to the Ad Material or any part of it and you agree to comply at all times with the relevant provisions in these T&Cs regarding the Ad Material.
4.4 You can access other third party services via links from Pepper. These services are not under our control and we are not responsible in any way for any of their contents.
4.5 Although we will try to provide constant, uninterrupted access to Pepper, we do not guarantee this. We accept no responsibility or liability for any interruption or delay.
5. Advertising on Pepper
5.1 You may submit advertisements to be considered for publishing on Pepper (“Ad Material” or “Ads”) by email, or through the web administration system subject these T&Cs.
5.2 Each individual advertiser is solely responsible for the content of its Ad Material. We accept no responsibility for the content of Ad Material, including, without limitation, any error, omission or inaccuracy therein.
5.3 When you submit Ad Material to us, you agree and represent that you have created it, or you have received permission from, or are otherwise authorised by, the owner of any part of the Ad Material to submit it to Pepper.
5.4 You or the owner of the Ad Material still own the copyright in the content sent to us, but by submitting content to us, you are granting us an unconditional, irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide licence to use, publish or transmit, or to authorise third-parties to use, publish or transmit your Ad Material in any format and on any platform, either now known or hereinafter invented.
5.5 You acknowledge and agree that:
(a) we have no obligation to pre-screen, monitor, review, or edit any Ad Material posted or otherwise made available by you or anyone else on or via Pepper;
(b) when you make Ad Material available on Pepper you are doing so at your own discretion and risk.
5.6 We may remove your Ad Material at any time in the event of any breach by you of these T&Cs.
5.7 We accept no liability in respect of any Ad Material submitted by you.
5.8 You warrant, represent and undertake that the Ad Material you submit to us:
(a) does not infringe any intellectual property right or proprietary or privacy right of any party or individual, including without limitation any patent, trademark, trade secret or copyright; and
(b) is not defamatory of any person or otherwise illegal, fraudulent, obscene, threatening, harassing, deceptive, dishonest, invasive of another's privacy or otherwise offensive;
(c) is not deliberately intended to upset or harm other users;
(d) does not or ought reasonably be expected not to victimise, harass, degrade, or intimidate an individual or group of individuals on the basis of any impermissible classification, including, without limitation, disability, race, colour, creed, ethnicity, religion, national origin, citizenship, gender, age, marital status or sexual orientation;
(e) does not contain software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of Pepper or any computer software or hardware or telecommunications equipment; or
(f) does not contain anything that would constitute, or would otherwise encourage unlawful or reckless behaviour, criminal conduct or give rise to civil or criminal liability.
5.9 You understand that processing and transmission via Pepper may involve transmissions over various networks and associated changes or adaptations to conform and adapt to technical requirements of connecting networks, systems or devices. We shall take no responsibility for the deletion or failure to store content or other information submitted by you to Pepper.
6. Payment for advertising
6.1 You shall choose an advertising package (“Ad Package”) from those made available in your Pepper control panel.
6.2 Each Ad Package may be applied by you from time to time as specified in your Pepper control panel, using the functionality contained in your Pepper control panel.
6.3 Each Ad Package is priced by reference to a minimum number of users who check-in, using the user functionality within Pepper, at the Venue in respect of which the purchased Ad Package is applied. This means that, subject to the Ad Package chosen and how you apply it, more user check-ins will result in more cost-effective advertising for you. This is illustrated here along with current pricing. We may change the price of our Ad Packages and their scope at any time.
For the avoidance of any doubt, Pepper in no way guarantees or makes any promise regarding check-ins.
6.4 You shall pay us monthly in advance via the electronic payment system used by Pepper. All sums stated are exclusive of VAT unless stated otherwise.
6.5 In the event that your use of Pepper ceases part way through a period for which you have paid and your Ads are not displayed for part of that period, other than in circumstances where you are in breach of these T&Cs or other Pepper policies, you shall receive a pro-rata refund in respect of the period for which your Ads are not displayed.
6.6 We shall not be obliged to deliver any Ads which have not been paid for or are to be paid for on terms we have agreed. We reserve the right to change or retract any credit line at any time in our sole discretion.
6.7 If payment is not made when due, we may charge interest at the rate of 2% per annum above the prevailing base rate of HSBC Bank Plc. from the due date until the date of actual payment, whether before or after judgment.
6.8 Other than as specifically referred to in 6.5, above, refunds (if any) in respect of Ads are at our sole discretion and only in the form of Pepper advertising credit.
7. Data protection
7.3 You agree to comply with any and all law and regulation in respect of data protection and to assist us in our compliance with the same.
8. Changes to these T&Cs
8.1 We may change these T&Cs from time to time at our sole discretion, without notice, and we reserve the right to do without your consent.
8.2 Any revised T&Cs will be applicable at the time of posting on Pepper.
8.3 Accordingly, please ensure that you review these T&Cs on a regular basis as you will be deemed to have accepted a variation if you continue to use Pepper after the variation has been made available by us.
10.1 We may terminate your use of Pepper and revoke your access to Pepper in the event you do not comply with these T&Cs, without prejudice to any of Pepper’s existing or future rights under these T&Cs.
10.2 In the event of termination, you shall pay to Pepper forthwith any and all fees and charges payable to Pepper under these T&Cs.
11. Confidentiality and publicity
11.1 Except to the extent set out herein, or where disclosure is expressly permitted elsewhere in these T&Cs, you shall:
(i) treat our confidential information as confidential, where 'confidential information' means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of our business, together with all information derived by the Venue from any such information and any other information clearly designated as being confidential (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential; and
(ii) not disclose the our confidential information to any other person without our prior written consent.
11.2 The above provisions regarding confidentiality shall not apply to the extent that:
(i) such information was in your possession, without obligation of confidentiality, prior to its disclosure; or
(ii) such information was obtained from a third party without obligation of confidentiality; or
(iii) such information was already in the public domain at the time of disclosure otherwise than through a breach of these T&Cs; or
(iv) such information was independently developed without access to our confidential information.
11.3 You agree that we may use your name and logo in presentations, marketing materials, customer lists and financial reports, whether electronic or hardcopy.
11.4 If you wish to use our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features you may do so, so long as such use is in compliance with these T&Cs and in compliance with our then current brand use guidelines, and any content contained or referenced therein. Our brand guidelines are available here.
12. Force majeure
12.1 We shall not be liable to you for any delay or non-performance of our obligations to the extent that such non-performance is due to a force majeure event, where 'force majeure event' means any cause affecting our performance in respect of these T&Cs arising from acts, events, omissions or non-events beyond our reasonable control, including acts of God, riots, war, acts of terrorism, fire, flood, storm, earthquake or internet or other computer equipment failure.
13. No waiver
13.1 Our non-insistence upon or enforcement of any provision of these T&Cs shall not be construed as a waiver of any provision or right of ours.
14. Law and jurisdiction
14.1 This agreement is governed by the laws of England and you and we agree irrevocably to submit to the exclusive jurisdiction of the English courts.