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DigiGuide Frameable TV Guide

Terms and Conditions Of Use

You must read and agree to these terms before signing up to our Frameable TV Guide service.

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1. Definitions

"Agreement" means the terms and conditions referred to below, in respect of which you agree to be bound in the event that you access or use the Frameable TV Guide service (as defined below).
"User" means you, the Web Site owner and user of the Service.
"End User" means the user of the Web Site owned by the User.
"Disclosed Information" means any and all material disclosed by the User.
"Information" means any and all material contained in the Service (as defined below) which is delivered by or on behalf of GipsyMedia Limited or any associates thereof.
"Service" means the Frameable TV Guide service available from www.digiguide.com/general/liteads/
"Web Site" means the web site owned and operated by the User on which the Service will be displayed.
"High Resource Web Site" means when the Web Site is found to be monopolising the Service resources, defined as page views, bandwidth and/or processor utilization, to such an extent that they may jeopardize server performance and resources for other customers.
"Webmaster" means webmaster@gipsymedia.com

2. Ownership of The Web Site

The Information contained on the Service is owned by, licensed or authorised to GipsyMedia Limited its associates, assignees, licensees or sub-licensees thereof ("GipsyMedia Limited") and the copyright in the text, artwork, graphics and images on the Service is owned by GipsyMedia Limited except where attributed to an alternative source.

3. Basis of Use of the Service

The User agrees as follows:-

that it understands, acknowledges and accepts the exclusion of liability and disclaimer provisions contained hereafter;
that subject to Clause 3(g) it will only place the Service on the Web Site and it will not republish, reproduce, licence, resell, store or retransmit any of the Information contained in the Service at any time;
that it shall not use the Information or the Disclosed Information for any unlawful or unauthorised purpose or in any unlawful or unauthorised manner;
that it shall not use or interfere with the Service, the Information or the Disclosed Information other than in accordance with this Agreement and without limitation in such a way so that all or part of the Service, the Information or the Disclosed Information is or could be interrupted, reproduced, stored, retransmitted, published, damaged, rendered less efficient, corrupted or in anyway impaired;
that it shall not hide, obscure or interfere with the adverts or promotional material displayed on the Service.
that it shall not use the Service, the Information or the Disclosed Information in any manner which may constitute an infringement of any third party rights (including but not limited to rights of copyright trade mark or confidentiality);
that it shall not use the Service to retransmit any material for the purposes of publicity, promotion and/or advertising without the prior written consent of GipsyMedia Limited;
that in the event that it has any right, claim, or action against any other user or third party arising out of the use of the Service, it shall pursue such right, claim or action independently of and without recourse to GipsyMedia Limited;
that all intellectual property rights (including without limitation copyright, trade marks and all other rights) whatsoever in the Information and the Service shall remain vested in GipsyMedia Limited at all times;
that it acknowledges that GipsyMedia Limited has no obligation to provide the Service or any Information or to ensure that the User is able to use provide and/or access the Information, the Disclosed Information and the Service;
that it will indemnify and keep indemnified GipsyMedia Limited against all claims, liabilities, damages, costs and expenses including legal fees (on a solicitor and own client basis) arising out of any breach or misuse of the Information, the Disclosed Information, the Service or of the User's obligations under this Agreement.
that it understands that GipsyMedia Limited provides no support or assistance to the User in the setting up, usage or problems encountered in using the Service for the duration of this agreement.
that it agrees that in rare cases, GipsyMedia Limited may define the User's Web Site as a High Resource Web Site. In such instances, GipsyMedia Limited reserves the right to suspend the Service to the Web Site immediately, or negotiate with the User an option whereby GipsyMedia Limited continues providing the Service to the Web Site for an agreed fee.

4. Exclusion of Liability/Disclaimer

4.1 GipsyMedia Limited provides the Service and the Information on an "as is" basis and makes no warranty or representation whatsoever about the availability, completeness, accuracy, satisfactory quality, merchantability and/or fitness of the same for a particular purpose. The advertisers and the advertisements have not been checked by GipsyMedia Limited and any information submitted or any reliance placed on the same is entirely at the risk of the User.

4.2 GipsyMedia Limited makes no warranty or representation whatsoever about;

the reliability or technical efficiency of the Service;
the security measures (if any) contained in the Service and in particular the protection afforded to any Information, Disclosed Information or other information and data;
the suitability of the advertisements on the Service or the other Services which may be accessible from the Service;

4.3 GipsyMedia Limited excludes all liability (so far as is permitted by law) in respect of;

any advertisements or other Services which can be accessed via the Service;
any information provided by third parties which can be accessed via the Service or which are contained in the Information and the Disclosed Information;
any damage to the User, the Users' computer hardware, software or other material or equipment resulting from the User accessing or using the Service, the Information or the Disclosed Information;

5. Termination

GipsyMedia Limited shall have the right at its sole discretion to terminate this Agreement and/or suspend or terminate the Information, the Disclosed Information and the Service forthwith and without notice to the User. In the event of termination or suspension the warranties and obligations of the User shall continue to apply.

6. Data

The User expressly agrees that any Disclosed Information, Information or other information including but without limitation the End User's name, address, location and other relevant information relating to the End User's personalisation of the Service can be used by GipsyMedia Limited in any manner it sees fit at any time and without prior notification to the User or End User. The End User may decline to have its details used in this way, by terminating the Agreement and notifying the Webmaster by e-mail so that the End User can be removed from the Service and internal databases.

7. Amendments to Terms and Conditions

GipsyMedia Limited reserves the right to vary these Terms and Conditions from time to time. The User's continued use or access of the Service after such variation shall be deemed to confirm the User's acceptance of any such variation. It is the User's responsibility to check these Terms and Conditions regularly to determine whether any such variation has been made. If the User does not wish to be bound by any varied Terms and Conditions it should cease using and accessing the Service forthwith.

8. Severability

If any provision of this Agreement shall be prohibited by or adjudged by a Court to be unlawful void or unenforceable such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement.

9. No waiver

No failure or delay on the part of any of the parties to this Agreement relating to the exercise of any right power privilege or remedy provided under this Agreement shall operate as a waiver of such right power privilege or remedy or as a waiver of any preceding or succeeding breach by the other party to this Agreement.

10. Assignment

GipsyMedia Limited may freely charge licence transfer assign or otherwise dispose of any of its rights or obligations hereunder. The User shall not be entitled to charge license transfer assign or otherwise dispose of any of its rights or obligations hereunder without the prior written consent of GipsyMedia Limited.

11. Entire Agreement

This Agreement contains the full and complete understanding between the parties and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of this Agreement and may not be varied except by an instrument in writing signed by all of the parties to this Agreement.

12. Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales the courts of which shall alone be the courts of competent jurisdiction.