5. Warranties

5.1 The Customer warrants, represents and undertakes it shall:

  • 5.1.1 Comply with all laws, regulations, regulatory policies, guidelines or industry codes (and shall be responsible for obtaining all licences, clearances and consents) which apply to its use of the Service, and acknowledge that Adstream is merely a provider of access to the platform and accept no responsibility for the Customer’s use thereof or compliance with applicable law or regulation or to any User (other than to the extent Adstream is required by applicable law);
  • 5.1.2 Not use the Platform for any unlawful purposes and/or introduce any offensive, defamatory, illegal, infringing and/or obscene material via the Service;
  • 5.1.3 not do, or omit to do, anything which disparages, defames or puts into disrepute Adstream, its trade marks/trading names, goodwill and/or the Platform; and
  • 5.1.4 be and are fully entitled to enter into and grant all rights granted under this Agreement and that entering into this Agreement shall not in any way conflict with any of the Customer’s existing obligations, either at the date hereof and/or throughout the Term.

5.2 Subject to the remaining provisions in this clause 5, Adstream warrants that:

  • 5.2.1 during the Term Adstream will provide the Services with reasonable due care and skill in accordance with these Conditions;
  • 5.2.2 Adstream will perform the Services substantially in accordance with the specification as set out in the Order Form; and
  • 5.2.3 Adstream has the authority and right to license all rights to and in the Services as set out in these Conditions.

5.3 The warranties in clause 5.2 do not cover or apply to failures or shortcomings in the provision of the Services caused by, arising out of or due to:

  • 5.3.1 the Customer or any User’s connection to the internet;
  • 5.3.2 patents of which we are not aware; or
  • 5.2.3 accident, abuse or use of the Services in a manner inconsistent with these Conditions or resulting from events beyond Adstream’s reasonable control.

5.4 Subject to the warranties set out in clause 5.2, the Platform and Services are offered by Adstream and are therefore provided “as is”, without any other warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall Adstream be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the Platform or Services except as expressly set out in these Conditions.

5.5 Subject to clause 5.3, if the Services do not meet the warranties in clause 5.2, Adstream will, at its sole option, either:

  • 5.5.1 modify, improve or update the Services to make them conform; or
  • 5.5.2 obtain such clearances, licences and consents at Adstream’s cost as may be necessary to enable the Customer to use the Services; or
  • 5.5.3 return Charges paid for such Services for the period that they failed to conform; and
  • 5.5.4 this shall be the Customer’s exclusive remedy for any breach of such warranties under this Agreement.

5.6 Adstream shall have no liability under this Agreement for any breach of this Agreement, if any claim relates to:

  • 5.6.1 a modification of the Services, or use of the Services in combination with any third-party software or data, by the Customer or its agents; or
  • 5.6.2 the Customer’s use (or use by Users) of the Services in a manner contrary to the instructions given to the Customer by Adstream or any claim relating to Customer Data; or
  • 5.6.3 the Customer’s use (or use by Users) of the Services after notice of an alleged or actual infringement has been given to the Customer by Adstream or by any appropriate authority; or
  • 5.6.4 where a claim for infringement arises directly in respect of a feature which was specified by the Customer or on the Customer’s behalf.

5.7 Adstream will use reasonable endeavours to maintain the Services free of viruses but Adstream do not warrant or represent that no viruses or other contaminating or destructive materials or elements will be transmitted to the Customer or that the Customer’s computer system will not be damaged or that defects will be corrected. Accordingly, Adstream recommends that the Customer has its own local anti-virus, anti-spam and anti-spyware programs, that they are of good quality and that they are kept up to date. The Customer is therefore advised to implement and operate its own commercially reasonable and up-do-date virus prevention precautions and measures when accessing the Services. The Customer agrees to communicate the aforementioned recommendations to the Customer Users.

5.8 Adstream does not warrant that the Services will be uninterrupted, error-free or entirely secure.

Contents{/a}
Definitions{/a}
1. Interpretation{/a}
2. Overriding Provisions{/a}
3. Access to the Services{/a}
4. Payment of Charges, VAT & Withholding Taxes{/a}
5. Warranties{/a}
6. Confidentiality{/a}
7. Customer Data and Information Security{/a}
8. Intellectual Property{/a}
9. Term And Termination{/a}
10. Consequences of Termination and Expiry{/a}
11. Acknowledgements, Liability and Indemnities{/a}
12. Force Majeure{/a}
13. Data Protection{/a}
14. Transfer and Sub-Contracting{/a}
15. The Contracts (Rights of Third Parties) Act 1999{/a}
16. Dispute Resolution{/a}
17. Waiver and Severability{/a}
18. Previous Terms and Conditions{/a}
19. Entire Agreement and Variation{/a}
20. Notices{/a}
21. Youtube{/a}
22. Law and Jurisdiction{/a}

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