Introduction

The following Terms and Conditions (“Terms”) including the Subscription Agreement (“Agreement”​), constitute a legally binding agreement between you between you, a content distributor or producer (“Producer” or “you”) and Mission Based Media Limited, (“Publisher” or “we”) which operates its primarily place of business at Unit 6 Heritage Business Centre, Derby Road, Belper Derbyshire DE56 1SW, UK. Publisher provides digital media services under the commercial brand “Health Podcast Network” (herein referred to as the “Platform”) through which Producer desires to have its audio programming and associated content distributed, as further described below.

Your subscription requires that you agree to the following Terms and Conditions. Your subscription is also subject to the Terms of Use, Disclaimer, and  Privacy Policy, and Supplemental Terms (referred together as the “Governance Documents”) which can be found on the Health Podcast Network Website. In the event of any conflict between a provision in the Governance Documents and the Agreement, the provisions of the Agreement will govern.

Please read the Agreement and Governance Documents carefully. If you do not accept or do not agree to any of the terms and conditions set out, you may not and should not submit or upload any content to the Platform. By confirming that you accept the Agreement and Governance Documents, and/or by providing information and materials requested and providing the Producer Content, you represent and warrant that you have read and understand the terms and conditions of the Agreement and that you will comply with them.

Publisher reserves the right to change, alter, replace or otherwise modify the Governance Documents at any time to, as an example, reflect changes to the law or to the Platform. Publisher will attempt to notify you of major or material updates in advance, but you are advised to regularly review the most recent and up-to-date versions of the Governance Documents. You have no obligation to continue to upload and submit content to the Platform following a change to the Agreement, and if you do not agree to a modified version of the Agreement, please notify us to terminate the Agreement and remove any of your content and discontinue your use of the Platform.

Capitalized terms used but not defined in these Terms and Conditions have the same meanings given to them in other parts of the Agreement.

Definitions

“Effective Date” means the date the Subscription Agreement is accepted by Publisher.

“Health Podcast Network Website” means https://healthpodcastnetwork.com, or any successor version thereof.

“Subscription Agreement” means the online order form or document issued by Publisher and executed by Producer incorporating by reference these Terms and Conditions and the Governance Documents, which define, among other things, the features, price, and billing details.

“Producer Content” means Podcasts and related data, files, attachments, text, images, and other content that Producer or a Producer User uploads or submits to the Platform under the Agreement.

“Platform” means Publisher’s proprietary, Internet-delivered SaaS platform of servers, software and related technology (collectively called “Health Podcast Network” and includes any successor versions or future names thereof) whether owned or operated by or on behalf of Publisher or Publisher’s third-party service providers through which any Health Podcast Network content is syndicated, offered, advertised or described, regardless of whether or not such website or other connected point of presence is branded in the name of Publisher or an Affiliate. Without limiting the generality of the foregoing and by way of illustration, the Health Podcast Network will make Podcasts available via downloadable files and streaming audio from the Health Podcast Network Website as well as via third party sites (e.g. iTunes, Spotify, Google Podcast).

“Podcast” means a digital audio file received or accessed on demand, which is owned or controlled by Producer, and which may be distributed by digital download, streaming or RSS feed or other similar technology, which allows end users to receive audio file(s). Podcasts are typically produced and promoted as individual “Episodes” within an overarching “Show” or “Series”.

“Renewal Term” means each one-year period beyond the initial Subscription Term.

“Show” means all of the Podcasts that make up the Episodes of a program, which is owned and controlled by Producer. Also referred to as a “Series”.

“Subscription Term” is twelve months from the Effective Date.

“Terminal Device​” means any now known or hereafter developed computer or consumer electronics device compatible with the relevant Producer Content and all other applicable requirements of the Agreement, including, without limitation, laptop and desktop PCs (running, without limitation, MAC OS, Windows, Linux OS), netbooks, tablets, gaming consoles, networked home audio equipment, internet-enabled personal audio players, connected MP3 players, mobile telephones and cellphones, set-top boxes, connected televisions, voice-controlled speakers, wearable devices and motor vehicles.

“Territory​” means the World.

“User​” means a user in the Territory and who Publisher authorized to access the Platform.

Fees and Payment

1. Producer will pay the fees for the Platform, and any related fees, as applicable, as specified in the Order Form(s) (collectively, the “Subscription Fees”).

2. You hereby authorize Publisher to charge Your credit card on a recurring basis for amounts due for the Subscription as set forth in the terms of your plan until you terminate your account, and you agree to pay any charges so incurred. If you dispute any charges you must notify Publisher within thirty (30) days after the date that you are billed. Publisher will not charge You a credit card processing fee.

3. You agree to maintain your credit card in an active status, or provide updated credit card information to Publisher, to allow for the recurring payments to Publisher.  You are responsible for providing Publisher with current and accurate contact and credit card information for billing purposes and keeping contact and credit card information up to date at all times.  In addition, You agree to pay for all charges for services accrued by Publisher if charges made to your credit card are unsuccessful for any reason.

4. Publisher uses a third party payment processor to process your credit card payments.  To pay Publisher by credit card, Your credit card data will be directly transmitted to our third party payment processor, Stripe.  The processing of Your credit card payment will be subject to Stripe’s privacy policy: https://stripe.com/privacy

5. If charges made to Your credit card are unsuccessful, Your payment may be considered overdue and Publisher reserves all rights to collect amounts due in accordance with the Agreement and applicable law.

6. Unless otherwise specified in the Agreement, all invoices hereunder are payable to Publisher net 15 days from the invoice date.  Past due amounts shall bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is higher.  Fees are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments, other than taxes based on Publisher’s income. Except as expressly set forth in the Agreement, all Fees paid hereunder are non-refundable.

7. For each Renewal Term, Publisher may raise the Subscription Fees at Publisher’s discretion. Publisher will provide notice of the change on the Site or App or in email to you, at Publisher’s option 15 days before the change is to take effect. Your continued use of the Service after the fee change becomes effective constitutes your agreement to pay the changed amount.

Distribution of Producer Content

8. Authorizations. You hereby authorize Publisher on a non-exclusive basis, in the Territory and in connection with the Platform, to: (a) stream, digitally transcode and otherwise process the Producer Content to the extent reasonably necessary to transmit and communicate to the public the Producer Content as set forth in this Section 8; (b) transmit and communicate to the public Producer Content on a pre-programmed and on-demand basis to the Terminal Devices of Users; (c) transmit, communicate to the public and display metadata and images to Users via the Platform for purposes of identifying and promoting the availability of the corresponding Producer Content on the Platform; (d) transmit and communicate to the public Producer Content through the API for display on third party services; (e) make and store on Publisher’s servers and Terminal Devices such copies of Producer Content as are reasonably necessary to enable Publisher to transmit and communicate to the public as permitted hereunder; and (f) use the Producer Content for internal research and development purposes.

Use of Platform; Restrictions.

9. Prohibited Use. Producer will not (and will ensure that Producer Users do not): (a) “frame,” distribute, resell, or permit access to the Platform by any third party; (b) take any actions to artificially alter the download numbers of the Podcasts as measured by the Platform, including but not limited to, by creating a proxy of the Platform allowing for downloads of the Podcasts through areas outside the Platform in order to reduce download numbers within the Platform; (c) use the Platform other than in compliance with applicable federal, state, and local laws; (d) interfere with the Platform or disrupt any other user’s access to the Platform; (e) reverse engineer, attempt to gain unauthorized access to the Platform, or attempt to discover the underlying source code or structure of the Platform; (f) submit to the Platform any content or data that is: false, misleading, defamatory, threatening, or which could otherwise constitute hate speech; infringing of intellectual property rights; reasonably deemed to involve moral turpitude (e.g., pornographic content, “fake news”, advocating violence, etc.); or that contains mass mailings or any form of “spam”; (g) submit to the Platform any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (h) use any robot, spider, data scraping or extraction tool or similar mechanism with respect to the Platform.

10. Platform Modifications. Publisher is constantly innovating its products and services in order to seek to provide the best possible experience for its Producers. Producer acknowledges and agrees that the form and nature of the Platform that Publisher provides may be changed from time to time without prior notice to Producer, including without limitation security patches, added functionality, and other enhancements. In some instances, enhancements, updates, upgrades, and new additions to the Platform may involve incremental fees, determined at Publisher’s sole discretion, and shall be subject to written authorization from Producer which may be provided by email.

Ownership and Rights.

11. Ownership of Producer Content; Representation. As between the parties, Producer retains all right, title and interest in any Podcasts and related data, files, attachments, text, images, and other content that Producer or a Producer User uploads or submits to the Platform under this Agreement (collectively, “Producer Content”). Producer represents and warrants that it has all rights, permissions and consents necessary (a) to submit all Producer Content to the Platform, and (b) to grant Publisher the rights to use

Producer Content set forth in these Terms and Conditions.

12. Use of Producer Content by Publisher. Producer hereby grants Publisher the right to distribute the Producer Content including without limitation: (a) by making Producer Content available for viewing; (b) download and streaming by Producer users and third parties; and (c) for enhancing the Platform, Publisher’s methodologies and improvement and development of Publisher’s products and services. Producer acknowledges that it is responsible for backing up the Producer Data and Producer Content and that Publisher will not have any liability to Producer for any loss of any Producer Data or Producer Content whatsoever.

13. Producer Data. Publisher agrees that as between the parties, Producer owns all data that Producer affirmatively provides or uploads to the Platform in connection its Podcasts (i.e. metadata) or Advertising (i.e. campaign data), that relates directly to Advertising sold by Producer (including data provided or generated by or on behalf of Producer via the Ad Inventory Management Services (“Producer Ad Inventory Data”)), or that a user knowingly provides to Producer (e.g. survey results) (collectively, the “Producer Data”). Notwithstanding anything else to the contrary, Publisher or its service providers may, during the Term and thereafter, use Producer Data for purposes of maintaining, analyzing or modifying its services and offerings. In addition, nothing herein prevents Publisher from publishing and making available statistics and information without limitation for the purpose of reporting industry benchmarks, trends, statistics and comparisons; provided, however, that any such disclosures by Publisher will in no event identify Producer.

14. Treatment of Producer Content and Producer Data at Termination. After termination or expiration of the Agreement, Publisher has no obligation to retain, and shall have the right to delete, any and all Producer Content and Producer Data from the Platform at any time after such termination or expiration.

15. Publisher IP. As between the parties, Publisher retains all right, title and interest (including all intellectual property and proprietary rights therein) in and to: (a) the Platform and the technology and software used to provide it, including but not limited to the Platform, and any and all technology used to produce, store and/or distribute, as applicable, the Podcasts and the Advertising, as well as any and all related trademarks, logos, service marks; (b) all electronic and print documentation and other content (excluding Producer Content) made available or collected through the Platform; and (c) all data or information contained in or derived from the Platform except the Producer Data specified in clause 13 (collectively, “Publisher Data”). Subsections (a), (b) and (c) are defined as the “Publisher IP”. Except as expressly set forth in this Agreement, Publisher shall have the right to use or disclose the Publisher IP including the Producer Data at its sole discretion. In addition, except for Producer’s rights to access and use the Platform set forth in the Agreement, nothing in the Agreement licenses or conveys any right to the Publisher IP to anyone, including Producer.

16. Feedback. Publisher will have a perpetual right but not the obligation to use and incorporate into the Platform any feedback or suggestions for enhancement that Producer provides to Publisher concerning the Platform (“Feedback”), without any obligation of compensation. Producer hereby acknowledges that Feedback shall be considered Publisher IP.

17. APIs. Publisher may, as applicable, make certain application programming interfaces (APIs), API access tokens, HTML scripts, data import tools, or other software available to Producer as part of the Platform (collectively, “Publisher APIs”). In such an event, Publisher grants Producer a non-exclusive, non-transferable license, during the Term, to use the Publisher APIs solely to access and use the Platform in accordance with this Agreement.

Governance Documents; Third Party Terms and Conditions.

18. Publisher provides the Platform in accordance with its Privacy Policy, Disclaimer and Terms of Use policies (collectively, “Governance Documents”), as each may be updated from time to time and posted on the Health Podcast Network Website. Producer acknowledges that Producer’s and Producer Users’ use of the Platform is governed by the Governance Documents. In addition, at any time during the Subscription Term, in the event that Producer elects, through the Platform, to publish any of its Podcasts to a third party platform or service (e.g., Spotify, Audible, Stitcher, Apple Podcast, etc.) (collectively, “Third Party Podcast Services”), Producer acknowledges that such Third Party Podcast Service(s) may require that the Producer agrees to separate third party license terms, terms of use agreements and/or privacy policies as a condition of any such distribution/use of the Third Party Podcast Service(s). Publisher will not be responsible in any manner whatsoever for Producer’s use of any such Third Party Podcast Services.

Confidentiality.

19. “Confidential Information” means any information regarding the terms of the Agreement (other than the fact of its existence or the name and address of each party), and any information, in whatever form, regarding your or Publisher’s business or operations; provided that Confidential Information shall not include information which: (a) at or prior to the time of disclosure by the disclosing party was known to the receiving party through lawful means; (b) at or after the time of disclosure by the disclosing party becomes generally available to the public through no act or omission on the receiving party’s part; (c) is developed by the receiving party independent of any Confidential Information it receives from the disclosing party; or (d) the receiving party receives from a third person free to make such disclosure without breach of any legal obligation.

20. Obligations. The receiving party acknowledges the confidential nature of the disclosing party’s Confidential Information and agrees that it shall not disclose the disclosing party’s Confidential Information to any other person, or use any Confidential Information for any purpose other than as contemplated hereby, without the prior written consent of the disclosing party. Each party hereto agrees to take reasonable precautions (no less rigorous than the receiving party takes with respect to its own comparable Confidential Information) to prevent unauthorized or inadvertent disclosure of the other party’s Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of a disclosing party pursuant to any statute, regulation, order, subpoena or document discovery request, provided that prior written notice of such disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek, at its own expense, a protective order (it being agreed that if the disclosing party is unable to obtain or does not seek a protective order and the receiving party is legally compelled to disclose such information, disclosure of such information may be made without liability). For the sake of clarity Confidential Information does not include information independently acquired by the newsroom of or the editorial staff of Publisher or any of its related companies. The Receiving Party will return or destroy all Confidential Information upon the Disclosing Party’s request after the termination or expiration of the Agreement and (if requested by the Disclosing Party) certify such return or destruction in writing.

21. Producer agrees not to disclose the following:

a. The terms or content of this Agreement

b. Any financial arrangements between the Producer and Health Podcast Network.

c. Any financial arrangements between any advertisers, the Producer and/or Health Podcast Network.

d. Any information regarding the operation of the Health Podcast Network website that is declared as confidential or proprietary by any officer, director or employee of Publisher.

Representations and Warranties; Disclaimer.

22. General. Each party represents and warrants that it has the necessary authority to enter into this Agreement.

23. Producer hereby represents and warrants that:

a. you are at least 18 years old and have the full right and power to enter into and fully perform this Agreement in accordance with its terms;

b. your execution, delivery and performance of this Agreement will not violate rights granted by you to any third party or violate the provisions of any agreement to which you are a party or violate any applicable law or regulation, including those related to personal data protection;

c. you are the owner of, control or are otherwise licensed to exploit all intellectual property rights, including copyrights and neighbouring rights regarding any music used in the Producer Content, and other rights relating to the Producer Content and materials provided by you, and that all rights, licenses, consents, waivers, clearances, or approvals necessary required from any music rightsholder or any other party in order for Publisher to lawfully exercise and enjoy its rights granted under this Agreement (including, without limitation, all necessary music synchronization, mechanical transfer and performing rights clearances) have been or will be obtained and paid for and shall be maintained during the term of this Agreement;

d. none of the Producer Content provided to Publisher, nor Publisher’s use of such content as contemplated by this agreement, breaches any applicable laws (including, without limitation, privacy laws in applicable jurisdictions), infringe any third party intellectual property rights, constitutes a contempt of court, violates any confidentiality obligations Producer has with a third party or is defamatory, libelous or abusive;

e. you have obtained and shall maintain all licenses and/or other permissions, including governmental and regulatory licenses, in relation to the Producer Content, necessary in order to enable Publisher to lawfully exercise and enjoy its rights granted under this Agreement;

f. you assume full editorial control and responsibility of all Producer Content; and

g. you have or will obtain all necessary sound recording and audio-visual master licenses and consents (including all licenses and consents for the associated metadata and images and all other Producer Content) and will pay all associated fees, royalties and other amounts due to any interested third parties (e.g. artists, unions) in respect of Publisher’s use, in accordance with this Agreement, of the Producer Content.

24. Disclaimer. Producer acknowledges that, as an internet-delivered software application, the Platform may experience periods of downtime, including but not limited to due to scheduled maintenance, and third party service outages. Accordingly, PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, INCLUDING ITS DOCUMENTATION, THE PLATFORM SOFTWARE AND THE PUBLISHER API’S, OR THOSE OF ITS PARTNERS, AND ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE PLATFORM. PUBLISHER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. PUBLISHER DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.

Liability Limitation; Damages Exclusion.

25. EXCEPT IN CONNECTION WITH PARTNER’S VIOLATION OF: SECTION 5.1; ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, OR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE ARISING UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. IN ADDITION, PUBLISHER’S TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION CLAIMS FOR INDEMNIFICATION UNDER SECTION 11 BELOW) WILL NOT EXCEED THE FEES ACTUALLY PAID TO PUBLISHER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification; Indemnification Conditions.

26. (a) Producer will defend, indemnify and hold harmless Publisher and its corporate affiliates, directors, officers, employees, successors, assigns and agents from and against any third party claim, demand or action, and all resulting damages, settlement amounts, penalties, costs and expenses (including reasonable outside legal costs), that arises out of or relates to (i) Producer Content (except to the extent such claim arises from Publisher’s use of Producer Content in violation of this Agreement), including without limitation claims that Producer Content infringes or violates any intellectual property or proprietary right of a third party, violates any confidentiality obligation owed to a third party, or violates any applicable law or regulation; or (ii) otherwise arising in connection with a breach or alleged breach by Producer of any of its representations, warranties or obligations set forth in this Agreement (b) Publisher will defend, indemnify and hold harmless Producer and its corporate affiliates, shareholders, directors, officers, employees, successors, assigns and agents from and against any third party claim, demand or action, and all resulting damages, settlement amounts, penalties, costs and expenses, to the extent such claim, demand or action alleges that (i) the Platform, or Producer’s use thereof in accordance with this Agreement, infringes or violates any copyright, trademark, U.S. Patent, or other proprietary right of any third party; provided, that Publisher will not be obligated under this sentence to the extent any such infringement or violation arises from use of the Platform in combination with technology or services not provided by Publisher and/or from use of the Platform and/or the Health Podcast Network in violation of the terms and conditions set forth in this Agreement; (ii) violates any applicable law or regulation; or (iii) otherwise arising in connection with a breach or alleged breach by Publisher of any of its representations, warranties or obligations set forth in this Agreement.

27. Conditions. The indemnifying party’s obligations under this section are contingent on the indemnified parties: (a) promptly providing written notice of the claim to the indemnifying party; provided, however, that any delay in providing such notice shall not relieve the indemnifying party of any of its obligations except to the extent that the indemnifying party is actually prejudiced by such delay, (b) giving the indemnifying party sole control of the defense and settlement of the claim; provided that (a) the indemnified party shall have the right to participate in the defense and settlement of the claim with counsel of its own choosing and its own expense, subject to the indemnifying party’s control thereof; and (c) providing the indemnifying party, at the indemnifying party’s expense, all reasonable assistance in connection with such claim. Neither party has the right to compromise or settle any claim in a manner which affects the other party’s rights, makes admissions on the other party’s behalf or obligates the other party to take or not take any action, including, without limitation, the payment of money, without such party’s prior written approval, which shall not be unreasonably withheld or delayed. Except where noted to the contrary in this Agreement, this indemnity provision is in addition to any other liability that either party may otherwise have under this Agreement.

Producer rights and responsibilities.

28. Producer understands the Health Podcast Network is a community of listeners and content creators, and each member must contribute to the success of the network and its Producers. Our goal is to build a community that helps each Producer grow professionally while at the same time building individual brands and audience sizes. The success of your Show is a top priority.

29. As a Producer of the Health Podcast Network, we ask you to serve the community in the following ways:

a. To include the Health Podcast Network on your Show’s cover art. Publisher will provide a 3,000 pixel by 3,000 pixel template for the artwork, or we can create it for you.

b. Include a short, simple mention of the Health Podcast Network in your Podcasts. For example: “You’re listening to [Your Show Name], part of the Health Podcast Network – you can find this podcast at our website [yourwebsite.com] and you can also find it at healthpodcastnetwork.com”.

c. If you maintain your own website, we ask that you include one of the Health Podcast Network logos in the header and/or footer of the website. Publisher will provide a variety of logos or banners to fit into the design and appearance of your website.

Term and Termination.

30. As defined above, the initial Subscription Term is 12 months from the Effective Date. At the end of the initial Subscription Term, Producer’s subscription will automatically renew for successive one-year renewal terms (each a “Renewal Term”) unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current Subscription Term. This Agreement expires following the Subscription Term listed in the Order Form and will automatically renew.

31. Termination. (a) Either party may terminate this Agreement immediately if (i) the other party breaches any material provision and fails to cure its breach within Thirty (30) days after receiving the other party’s written notice identifying the breach, and/or (ii) for any or no reason, upon Thirty (30) days’ prior written notice. (b) In addition, Publisher may discontinue Producer’s access to the Platform immediately if (i) Producer fails to make a payment for more than Thirty (30) days following its due date; (ii) Producer has (or Publisher reasonably suspects that Producer has) breached clause 9 (Prohibited Use), or misappropriated or infringed Publisher’s intellectual property or proprietary rights in the Platform as determined by Publisher in its sole discretion; (iii) Publisher reasonably believes that Producer’s acts or omissions hereunder could cause material detriment to its brand and/or pose significant legal risk to Publisher.

32. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all rights and obligations of the parties will cease, except that the following sections of these Terms and Conditions will survive any such termination or expiration: 6 (with respect to amounts that are accrued but unpaid as of the effective date of termination), 9, 10, 11, 12, 13, 14, 15, 18, and 20; (b) notwithstanding any provision of any surviving section, Producer will have no further right to use the Platform; and (c) Producer will not be entitled to any refund of fees paid.

Notices.

33. All notices under the Agreement must be in writing and sent via email, to [email protected] with a copy also sent to [email protected] and, if to Producer to the email address associated with Producer’s account.

Marketing and Publicity.

34. Neither party will make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the other party or its services unless: (a) it has received the express written consent of the other party, which will not be unreasonably withheld; or (b) it is required to do so by law. However, Publisher shall have the right to market, advertise and promote the Producer Content via any of Publisher’s marketing/advertising channels used from time to time, such as but not limited to television, radio, print and the internet, in the customary manner employed by Publisher for comparable content.

General.

35. Communications. By subscribing to the Platform, you consent to receiving communications from us related to it, including marketing communications such as newsletters, special offers, promotional announcements, and customer surveys, to your registered email address or via other methods.

36. Entire Agreement. The Agreement, as well as the Governance Documents, represents the entire agreement between Publisher and Producer with respect to Producer’s use of the Platform and the related matters set forth in it. As between Publisher and Producer, this Agreement expressly supersedes (i) any terms or conditions stated in a Producer purchase order, order documentation or similar document, whether submitted or executed before or after the Term, (ii) any other contemporaneous or prior agreements or commitments regarding the Platform or the other subject matter of this Agreement.

37. Severability. If any provision or term of this Agreement, not being of a fundamental nature, is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected.

38. Relationship Between the Parties. There is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Agreement.

39. Neither party is liable for delay or default under this Agreement if caused by conditions beyond its reasonable control, whether or not foreseeable (e.g., technology malfunctions, outages of Internet Service; outages in third party hosted services (e.g., Amazon Web Services, Google Cloud Services, or the like), or any other Force Majeure events). “Force Majeure” events will mean: armed conflicts, famine, floods, Acts of God, labor strikes or shortages, governmental decree or regulation, court order, severe weather, fire, earthquake, acts of terrorism, failure of suppliers, unavailability of communications transport facilities and breakdowns in communications transport facilities. This Agreement is governed by the internal laws of England and Wales, without regard to its conflicts of law rules, and each party hereby consents to this exclusive jurisdiction and venue for any dispute arising out of this Agreement. Producer shall not have the right to assign this Agreement to a third party without prior written consent from Publisher. Publisher shall have the right to freely assign this Agreement to any third party without any requirement to obtain permission for such assignment. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. Each party is an independent contractor to (and may not act on behalf of or bind) the other. This Agreement may be signed in counterparts and by facsimile or scanned PDF.

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS SUBSCRIPTION AGREEMENT AS OF THE EFFECTIVE DATE. PRODUCER AGREES THAT CLICKING ‘I AGREE’ ON THE SUBSCRIPTION AGREEMENT CONSTITUTES ACCEPTANCE AND EXECUTION OF THIS AGREEMENT.

Effective 21 June 2021