ONLINE: Beginning 12.00PM (ET) on 01/06/07, visit www.pringles.com/spiderman3 and follow the on-screen instructions to complete the entry form and submit your video into the Contest. Entries must be received by 11.59 PM (ET) on 31/07/07. Videos must utilize one of the following formats: mov, wmv, .asp, avi, mpeg, mpg or flv and be 10 Mb or smaller. You may submit multiple videos however, EACH VIDEO MUST BE DIFFERENT AND A COMPLETED ENTRY FORM MUST BE SUBMITTED FOR EACH VIDEO THAT IS UPLOADED.
ALL ENTRIES MUST BE YOUR OWN ORIGINAL WORK (YOUR CREATION) AND CANNOT CONTAIN ANY COPYRIGHTED MATERIALS. ANY IMAGES OR STATEMENTS CANNOT HAVE BEEN PREVIOUSLY PUBLISHED. Videos must be in English . Online videos uploaded by the entrant can be in color or black and white. Submissions must not contain defamatory statements (including words or symbols that are widely considered offensive to individuals of a certain race, ethnicity, religion, sexual orientation, or socioeconomic group); they must not include threats to any person, place, business, or group; they must not invade privacy or other rights of any person, firm, entity, and they must not in any other way violate applicable federal, state, or local laws and regulations. The submission cannot contain any dangerous behavior as determined by sponsor, in its sole discretion. Sponsor will not be held liable for any things or people occurred during or for the production of the movies. The submission cannot contain any unacceptable clothing or adornments, or display any commercial/corporate advertising (including but not limited to corporate logos, brand names, slogans, political, personal and religious statements) as determined by Sponsor, in its sole discretion. Submissions may not contain indecent behavior, profanities or obscenities, including but not limited to nudity or pornography, and may not in any way disparage persons or organizations associated with Sponsor; sponsor/judges reserve the right in their sole discretion to disqualify any entry that, in their sole opinion, refers, depicts or in any way reflects negatively upon the Sponsor, the Contest or any other person or entity, or does not comply with these requirements or these Official Rules. Submissions must be suitable for presentation in a public forum, in sole determination of judges and/or Sponsor. If Sponsor deems that the video submission does not comply with the Official Rules of the contest, entrant’s video will not appear on www.pringles.com/spiderman3.
If the submission contains any person(s) other than the entrant, by entering this contest, entrant agrees to receive permission from other person(s) featured in video (or from parent/legal guardian if other person(s) featured are considered minors in their country) for Sponsor to use their likenesses for publicity including posting on website(s) and can make written copies of such permissions available to the Sponsor upon request. Additionally, if entrant is considered a minor in his/her country, entrant will receive permission from their parent/legal guardian. You cannot appear as a Finalist in more than one of the 12 Finalist videos. All Entries become the sole property of Sponsor and none will be returned.
Procter & Gamble reserve the right to substitute the prize of equal or greater value in the event of unavailability due to circumstances beyond their control
PROMOTER: Procter & Gamble UK, Weybridge, Surrey, KT13 0XP
NOTICE TO ONLINE ENTRANTS: ANY ATTEMPT BY AN INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. Not responsible for faulty, incorrect or mistranscribed phone transmissions, incorrect announcements of any kind, technical hardware or software failures of any kind including any injury or damage to any person's computer related to or resulting from participating in or experiencing any materials in connection with the promotion, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmission that may limit a user's ability to participate in the promotion. Sponsor reserves the right to cancel or modify the promotion if fraud, misconduct or technical failures destroy the integrity of the program; or if a computer virus, bug, or other technical problem corrupts the administration or security of the program as determined by Sponsor/judging agency/administrator, in their sole discretion. In the event of termination, a notice will be posted online and entries will be judged from among all eligible entries received prior to termination. Any damage made to the Web Site will be the responsibility of the authorized e-mail account holder of the e-mail address submitted at the time of entry. Proof of submitting entries will not be deemed to be proof of receipt by Sponsor. Any use of robotic, automatic, programmed or the like methods of participation will void all such submissions by such methods. Sponsor reserves the right to prohibit the participation of an individual if fraud or tampering is suspected or if the account holder fails to comply with any requirement of participation as stated herein or with any provision in these Official Rules.
DO NOT SIGN UNTIL YOU HAVE READ THIS RELEASE IN ITS ENTIRETY
For the good and valuable consideration to participate in and in connection with the Pringles HOLLYWOOD EXPERIENCE Contest (“Contest”) and/or inclusion on the Pringles website, sufficiency of which is acknowledged, I, on behalf of myself, and my successors and assigns, agree with and represent to The Procter & Gamble Company and it affiliates (P&G) and or others working on their behalf and any publishers, or other interested media as follows:
I warrant that I am at least 18 years of age and that I have full, complete and unrestricted right and authority to enter into this release.
1. INTRODUCTION
1.1 By entering into this Agreement, you are requesting to participate in the Programme where Google provides services at the direction of providers of content who seek to make their content available to end users, subject to the terms of this Agreement. References to “you” or “your” means you or, if you are entering into this Agreement on behalf of your employer or another entity, then this means that employer or entity.
1.2 Participation in the Programme is subject to Google’s prior approval and your continued compliance with the Agreement. We reserve the right to refuse participation at any time in our sole and absolute discretion, and to withdraw content, suspend, restrict and/or terminate any services provided under this Agreement and your participation in the Programme, immediately without notice to you and without liability to Google, for any reason, including for violation of our copyright policy or other Programme policies. You must complete the registration process and create a Google account in order to participate in the Programme. To register and create an account, go to https://upload.video.google.co.uk/. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Google (including by electronic mail). You are solely responsible for keeping your email address and other contact information updated.
1.3 You must have the right to use any of the data (personal or otherwise), images, music and any other content of any sort that is contained in your Authorised Content (as defined in clause 2.1 below), and you must have the right to grant the rights granted under this Agreement.
1.4 Nothing in this Agreement obliges Google to use, display, make available, or sell or transact the sale of the Authorised Content (if Google makes functionality available where Authorised Content can be sold and you have notified that Authorised Content is available for sale in accordance with this Agreement).
2. LICENCE
2.1 Once you indicate that you accept this Agreement as set out above and your account has been opened, you may designate content for distribution by us in accordance with this Agreement by either: (a) sending copies of your content to us in a format designated by us at the address located at www.google.co.uk/corporate/address.html, Attention: Google Video Upload Program, (or to such other address as designated by Google); and/or (b) otherwise making such content available to Us; and in all cases together with additional information about your content in the form provided online when you upload your content and/or by submitting a completed metadata form as provided by Google to you (each, a “Metadata Form”) to Google at video-partner@google.com. All content so designated by you and contained within or provided by you in association with such content, including but not limited to any underlying and third party content that is incorporated in or synchronised with the content is referred to collectively in this Agreement as “Authorised Content”.
2.2 You hereby grant Google a non-exclusive, royalty-free licence to copy, host, crawl, cache, route, transmit, index, store, modify, adapt, translate into machine-readable form, reformat, and create excerpts of, display, perform, communicate and make available (for streaming or for download), sell and/or transact copies of, combine with digital rights management or other copy protection technology, analyze and create algorithms based on and otherwise use the Authorised Content (including in combination with other content) in order to make the Authorised Content available (in whole or in part) to end users of the Google products and services which are available now or which are subsequently developed (including for syndication on third party sites) in the territories designated by you in the Metadata Form (the “Licensed Territories”). The foregoing licence includes, and you shall be responsible for, all licences, rights and clearances that are required to use any underlying and third party content that is incorporated in, synchronised with or is part of the Authorised Content in accordance with this Agreement, and references in this Agreement to Authorised Content shall include references to such third party content.
2.3 Google may in its sole discretion display a link or links to the website you designate (subject to Google’s approval) in the Metadata Form in connection with any display of your Authorised Content, and to display links to third party commercial retailer web sites where purchases of the Authorised Content may be available, to the extent such third party commercial retailer web site serves as a distributor of the Authorised Content. You expressly agree that any and all links provided by you shall function properly and effectively to allow end users to transfer immediately to the intended and indicated site(s), and that you are solely responsible for maintaining and updating as necessary any such links. Failure to do so may result in immediate termination of this Agreement. Unless you specify otherwise, Google reserves the right to display advertisements with your Authorised Content. Notwithstanding the foregoing, Google is not required or obliged to host, index, or display any Authorised Content uploaded or otherwise provided to Google, and may remove or refuse to host, index or display any Authorised Content. Google is not responsible for any loss, theft, intellectual property infringement or damage of any kind to the Authorised Content.
2.4 Licensed Territories. Google will use reasonable endeavours to restrict access to the Authorised Content to those end users whose IP addresses as received by Google are associated with the Licensed Territories. Notwithstanding the foregoing, Google does not represent or warrant that its efforts to limit or prevent such access will in every instance be effective, and you understand that in some instances Authorised Content may be accessible by end users with IP addresses that are hosted outside of the Licensed Territories. You understand and agree that such access shall not be deemed a breach of this Agreement by Google.
3. YOUR RIGHTS AND OBLIGATIONS
3.1 You are responsible for: (a) the clearance of all underlying and third party content as set out in clause 2.2; (b) obtaining adequate performer's consents and any other permissions, clearances, and releases in respect of the Authorised Content and Google's exploitation or other use of it as set out in this Agreement, including, without limitation, all performer’s rights conferred pursuant to Part II of the Copyright, Designs and Patents Act 1988 as amended and all similar and analogous legislation in the Licensed Territories; (c) obtaining all waivers of the benefit of all moral rights or similar and analogous rights to which any third party is or may be entitled in respect of the Authorised Content in the Licensed Territories; (d) the timely payment of any and all residual, participation and/or repeat fee payments, and any other payments to writers, artists, performers, producers, directors, unions or guilds (or similar) incurred as a result of Google’s exploitation of its rights under this Agreement, and ensuring that such payments represent the entire consideration for the Authorised Content and the exploitation thereof, including full and proper equitable remuneration; and (e) the timely payment of any other royalties, fees and/or sums payable with respect to the Authorised Content and any metadata and other materials provided by you under this Agreement.
3.2 Uploader. You may use the Uploader for the sole purpose of providing Your Authorised Content to Google. You must immediately notify us of any unauthorized use of the Uploader of which you become aware. You may not use the Uploader for any other reason, including but not limited to: (a) selling or otherwise redistributing any aspect of the Uploader; (b) modifying, adapting, translating, or reverse engineering any portion of the Uploader, save where permitted to do so under English law in circumstances where Google is not permitted to prevent you from doing so; (c) attempting to break security, access, tamper with or use any unauthorised areas of the Uploader; (d) removing any copyright, trademark or other proprietary rights notices contained in or on the Uploader; (e) attempting to collect or maintain any information about other users of the Uploader or other third parties for unauthorized purposes; (f) transmitting any viruses, worms, defects, Trojan horses or other malicious code or items of a destructive nature; and/or (g) using the Uploader for any unlawful, harassing, abusive, criminal or fraudulent purpose.
3.3 You hereby grant Google a non-exclusive, worldwide, royalty free licence to use your trademarks, trade names, name, designs and logos (together “Brand Features”) in connection with the Authorised Content, and to use portions of the Authorised Content for advertising or promotional purposes, including making the Brand Features available to the public and using them in presentations, marketing, customer lists, financial reports and web site listings of customers. If this Agreement is terminated, we may continue to use any printed materials in which your excerpts and Brand Features are contained until such time are they are depleted or revised by Google. You may not issue any public announcement regarding the existence or terms of this Agreement or use any of Google’s Brand Features without Google’s prior written approval.
3.4 You may withdraw your Authorised Content from public display in the Programme by providing Google with a written request as set forth in the FAQs.
3.5 Privacy. You agree that we may use information that you provide to us when you register for the Programme in accordance with the Google privacy policy located at http://www.google.co.uk/privacy.html. In addition, you agree that Google may transfer and disclose this information to third parties for the purpose of approving and enabling your participation in the Programme. Google may provide any of the above information in response to a request by a judicial or governmental body, or to establish or exercise its legal rights or defend against legal claims. Google disclaims all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party.
4. GOOGLE’S RIGHTS AND OBLIGATIONS
4.1 Hosting, Serving, Storage, and Indexing. Except as set forth in clause 4.3 below, and subject to clause 2.3 above, provided that you are in compliance with your obligations hereunder, Google shall store Authorised Content on servers hosted or controlled by Google or its associated companies.
4.2 Hosting and Storing Costs, Technical Support and End User Requests. Google shall be solely responsible for all costs and fees associated with hosting and storage of the Authorised Content as authorized hereunder, except any costs to you of delivering the Authorised Content to Google, and those costs set forth in clause 3.1 above. Google will be responsible for providing technical support to end users in relation to the Google services.
4.3 Withdrawal of Authorised Content, Links or Brand Features. Google shall use reasonable endeavours to remove Authorised Content from the Google services within thirty (30) days of confirmed receipt (by Google) of email notice to Google at video-takedown@google.com. While nothing in this Agreement obliges Google to monitor the Authorised Content, if Google becomes aware or determines in its sole discretion that: (a) the Authorised Content (or any part thereof), or the you Brand Features: (i) violates the intellectual property rights or any other rights of any third party; (ii) violates any applicable law, regulation or code of practice or is subject to an injunction or other action by a third party; (iii) is pornographic, obscene or otherwise violates Google’s policies (as may be updated by Google from time to time in its sole discretion); (iv) is being improperly or illegally distributed by you; or (v) may otherwise create liability for Google; or (b) the display of the Authorised Content is impacting the integrity of Google services (by way of example only, so that end users are unable to access the Authorised Content or otherwise experience difficulty); Google may, in its sole discretion, chose not to display, or cease displaying that Authorised Content on the Google services (or any part thereof), or your Brand Features with no liability to Google.
4.4 Advertising. Google may serve advertising (“Ads”) on any and all of the Google services, including but not limited to the Playback Pages, the Video Search Results Pages and within the Google Video Player. Such Ads will appear in the style and format as may be offered by Google and as may be modified from time to time by Google.
5. PROPRIETARY RIGHTS
5.1 Google and its associated companies shall not acquire any right, title or interest in or to the Authorised Content, except as provided in this Agreement. You acknowledge that Google and its associated companies shall own all right, title and interest (including without limitation all intellectual property rights) relating to Google’s Brand Features, the Programme, the Uploader, the Google Sites and the Google services (and any derivative works or enhancements thereof), including but not limited to the Google Video Player and all software, technology, products, information, content, materials, guidelines and documentation, and you shall not acquire any right, title, or interest therein. Any rights not expressly granted herein are deemed withheld.
6. CONFIDENTIALITY
6.1 “Confidential Information” means: (a) the specific terms of this Agreement and all Google software, technology, programming, technical specifications, materials, guidelines and documentation relating to this Programme; (b) click-through rates, financial information (including pricing), and any other reporting information (including revenues, if any, paid to you by Google) provided by Google or Google’s associated companies; (c) any information provided by Google under this Agreement including, but not limited to, tangible, intangible, visual, electronic, present, or future information such as: (i) trade secrets; (ii) technical information, including research, development, procedures, algorithms, data, designs, and know-how; (iv) business information, including operations, planning, marketing interests, and products; and (d) any other information designated in writing by Google as “Confidential” or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary under the circumstances.
6.2 You may only use the Confidential Information during the term of this Agreement as is necessary to perform your obligations and exercise your rights under this Agreement. Except with the prior written consent of Google, you shall not: (a) use or disclose any Confidential Information other than to employees and contractors who have a need to know and any disclosure to contractors may only be to contractors who have signed a non-disclosure agreement to protect the confidential information of third parties, or in the case of legal advisors only are otherwise bound by obligations of confidentiality of equal strength to those contained in this Agreement; or (b) make copies or allow others to make copies of such Confidential Information except as is necessary for internal business purposes.
6.3 Nothing in this Agreement shall prohibit or limit your use or disclosure of information: (a) previously known to you without obligation of confidence; (b) independently developed by or for you without use of or access to Google’s Confidential Information; (c) acquired by you from a third party which is not under an obligation of confidence with respect to such information; or (d) which is or becomes publicly available through no breach of this Agreement.
7. PAYMENT AND REPORTS
7.1 Should Google (in its sole discretion) elect to offer a service whereby you may charge end users to download or view your Authorised Content (or part thereof), you may designate a price in the Metadata Form for such use of the Authorised Content. If you do not designate a price for Authorised Content, the price will automatically be set at zero. Except as otherwise set forth herein, in the event of any download or viewing of such paid for Authorised Content by end users, we will pay you seventy percent (70%) of the net revenue, if any, recognized by Google and attributable to such playback of such Authorised Content. For the purposes of this clause 7.1 “net revenue” means the gross revenue collected based upon the purchase price for such Authorised Content designated by you, less bad debts, refunds, chargebacks, taxes, VAT and credit card charges. Should Google incur extraordinary costs and expenses in hosting, indexing and displaying your Authorised Content relative to its designated price (if any), then we may retain a reasonable additional percentage of the revenues in order to defray these costs. If you have not designated a price for your Authorised Content and we incur extraordinary costs and expenses in hosting, indexing and displaying your Authorised Content, we may charge a fee to end users solely in order to defray these costs (and we shall not be under any obligation to share such fee with you). Save for the payment set out in this clause 7.1, Google reserves the right to retain all other revenues derived from the Google services. The number of downloads/views of your Authorised Content, as reported by Google, shall be the conclusive number used in calculating associated payments hereunder, if any.
7.2 Provided that you have provided all the required information (and such information is accurate) to Google to enable us to make payments to you, then any payments to which you may become entitled to receive under clause 7.1 of this Agreement shall be sent to you by Google within thirty (30) days after the end of any calendar quarter; provided that (a) your earned balance is €100 or more; and (b) this Agreement has been in effect for at least sixty (60) days in that quarter. If your earned balance is less than €100 but greater than €1, Google will pay your earned balance within approximately thirty (30) days following the end of the calendar year or the end of the calendar quarter in which you earns a balance of over €100, whichever comes first.
7.3 In the event that this Agreement is terminated, Google shall pay your earned balance to you within approximately ninety (90) days after the end of the calendar month in which the Agreement has been terminated, but in no event shall Google make payments for any earned balance less than €10. Payments to you shall be made either by cheque or by wire transfer if you have supplied Google with wire transfer instructions.
7.4 Non-Qualifying Ads and Authorised Content Purchases. Notwithstanding the foregoing, Google shall not be liable to make any payments to you based on revenues generated by: (a) any amounts which result from invalid queries, or invalid clicks on Ads, generated by any person, bot, automated program or similar device, including, without limitation, through any clicks or impressions: (i) originating from your IP addresses or computers under your control; or (ii) solicited by payment of money, false representation or request for end users to click on Ads; (b) Ads delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organisations and other placeholder or transparent Ads that Google may deliver; (d) Google advertisements for its own products and/or services; (e) clicks co-mingled with a significant number of invalid clicks described in (a) above; (f) any purchase of or access to Authorised Content through any fraudulent or invalid means, including but not limited to the fraudulent use of credit cards or other means of payment; (g) purchases of Authorised Content that are refunded; or (h) as a result of any breach of this Agreement by you; in each case as reasonably determined by Google. Google reserves the right to withhold payment of, or set off against your account, amounts due as a result of any of the foregoing, pending Google’s reasonable investigation of any of the above reasons, or if necessary to enforce Google’s rights under clause 9 of this Agreement.
7.5 To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with its account. All payments made in connection with this Agreement are exclusive of taxes imposed by governmental entities of whatever kind and imposed with respect to the transactions for services provided under this Agreement, and you agree to pay all applicable taxes or charges imposed by any government entity in connection with your rights and obligations under this Agreement without deduction or set-off. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment.
7.6 You shall not, and shall not authorize or encourage any third party to directly or indirectly generate queries, impressions of or clicks on any Ad(s) or to purchase or otherwise obtain access to Authorised Content through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software or credit cards. Google reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads or any engagement in any activity prohibited by this Agreement.
8. REPRESENTATIONS AND WARRANTIES.
8.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement, to fully perform its obligations and to grant the rights granted under this Agreement.
8.2 You represent and warrant that: (a) You are at least 18 years of age if you are a natural person, and all of the information provided by you to Google to enroll and participate in the Programme is accurate and up to date (including without limitation information you provide in the Metadata Form); (b) you have, and will maintain throughout the Term, all rights, clearances, permissions, authorisations and licenses that are required in order for you to fully perform your obligations, to grant the rights and licenses granted and for Google to use the Authorised Content and your Brand Features as permitted under this Agreement; (c) the Authorised Content is not subject to any dispute, obligation or third party interest which may prevent or restrict in any way the exploitation of the Authorised Content as set out in this Agreement; (d) the Authorised Content, your Brand Features and Google’s possession and use of the same in accordance with this Agreement do not infringe any third party right, including but not limited to rights arising from contracts between you and third parties, intellectual property rights, trade secrets, privacy rights and rights in relation to personal data, rights of publicity, or any other proprietary rights; (e) the Authorised Content is not, in whole or in part, pornographic, defamatory, offensive or obscene; and (f) the Authorised Content will not contain or originate any contaminated file, viruses, worms, Trojan horses or other similar harmful components.
8.3 Apart from the terms set out in this Agreement, no conditions, warranties or other terms shall apply. In particular, no implied conditions, warranties or other terms relating to satisfactory quality or fitness for any purpose will apply to anything supplied by either party. Google makes no warranty or representation that the Google services or technology provided by it under this Agreement will be uninterrupted or error-free, including the delivery of Authorised Content and/or any limitations on end user access to, or use of, Authorised Content, or that results or information obtained from Google services will be accurate or reliable.
9. INDEMNIFICATION.
9.1 You shall indemnify (and keep fully and effectively indemnified) and defend Google, its associated companies and syndication partners, and any of their respective directors, officers, employees, agents, contractors and licensees from and against any and all claims, demands, causes of action, debt or liability, including reasonable legal fees (“Losses”) incurred in connection with any third party claim based upon or otherwise arising out of: (a) their use of any Authorised Content, your Brand Features or any other materials made available by you in accordance with this Agreement; (b) a claim alleging facts that would constitute a breach of your representations and warranties in clauses 8.1 or 8.2; (c) a claim that the Authorised Content is or contains any content that is defamatory, obscene, or otherwise in breach of, or encourages breach of any applicable law, regulation or code of practice; (d) a claim that any web sites to which the Authorised Content links (including products and services therein) violates or encourages violation of any applicable laws, regulations or codes of practice; and/or (e) a claim resulting from your actual or anticipated breach of your obligations under clauses 2.1, 3.1 or 3.2.
9.2 You may, on notice to Google, control the defense of any claim identified in clause 9.1 above. You will not settle or resolve any claim in a manner that imposes any liability on Google without Google’s prior written approval (not to be unreasonably withheld or delayed).
10. LIMITATION OF LIABILITY
10.1 Nothing in this Agreement shall exclude or limit either party’s liability for: (a) death or personal injury resulting from the negligence of either party or their servants, agents or employees; (b) fraud or fraudulent misrepresentation; (c) breach of any implied condition as to title or quiet enjoyment; (d) misuse of Confidential Information; or (e) any of the indemnities set out in clause 9 of this Agreement.
10.2 Subject to clause 10.1, neither party shall be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with this Agreement for: (a) any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services); (b) any loss of goodwill or reputation; or (c) any special, indirect or consequential losses; in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out of or in connection with the provisions of, or any matter under, this Agreement.
10.3 Subject to clauses 10.1 and 10.2, each party's total aggregate liability arising from or in connection with this Agreement and in relation to anything which the party concerned may have done or not done in connection with this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the greater of either: (a) 125% of the amount (if any) paid or payable by Google to you during the twelve month period immediately preceding the date of the claim; or (b) €10,000.
11. TERM, TERMINATION AND WITHDRAWAL OF AUTHORISED CONTENT
11.1 Either party may suspend performance and/or terminate any Agreement, in whole or in part, with immediate effect, if the other party (a) is in material breach of the Agreement where the breach is incapable of remedy; or (b) is in material breach of the Agreement where the breach is capable of remedy and fails to remedy that breach within thirty days after receiving written notice of such breach.
11.2 Either party may suspend performance and/or terminate this Agreement with immediate effect, if: (a) a meeting of creditors of the other party is held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) is proposed by or in relation to the other party; (b) a chargeholder, receiver, administrative receiver or other similar person takes possession of or is appointed over or any distress, execution or other process is levied or enforced (and is not discharged within seven days) on the whole or a material part of the assets of the other party; (c) the other party ceases to carry on business or is deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986; (d) the other party or its directors or the holder of a qualifying floating charge gives notice of their intention to appoint, or makes an application to the court for the appointment of, an administrator; (e) a petition is presented (and is not discharged within 28 days) or a resolution is passed or an order is made for the administration or the winding-up, bankruptcy or dissolution of the other party; or (f) an event analogous to any of the above happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
11.3 Google may terminate this Agreement immediately upon written notice to you if you breach any of the representations and warranties contained in clauses 8.1 or 8.2 of this Agreement.
11.4 Either party may terminate this Agreement for convenience on thirty (30) days prior written notice to the other.
11.5 Upon any termination of this Agreement, Google shall use reasonable endeavours to cease display of Authorised Content to end users within thirty (30) days of the effective date of termination.
11.6 Google may at any time and in its sole discretion and without liability to Google terminate the Programme or any product, service or feature thereof, or withdraw any Authorised Content from the Programme. The following clauses shall survive any expiration or termination of this Agreement: 5, 6, 8.3, 9, 10, 11.7 and 12.
12. GENERAL
12.1 Assignment. You shall not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, without the prior written consent of Google (which shall not be unreasonably withheld or delayed). Google may sub-contract or assign or transfer any of its obligations or rights under this Agreement in whole or in part at its sole discretion.
12.2 Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent: (a) if to you at the email address you provided to Google during the registration process; or (b) if to Google marked for the attention of the Google Legal Department, and sent to the following address/fax number:
Belgrave House
76 Buckingham Palace Road
London SW1W 9TQ
Fax: +44 (0)20 7031 3001
Notice shall be deemed received: (i) upon receipt when delivered personally; (ii) upon written verification of receipt from overnight courier; (iii) upon verification of receipt of registered or certified mail; or (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail. Each party may change its address for service of notices by serving notice on the other in accordance with this clause 12.2.
12.3 Relationship. The parties are and will remain independent contractors and nothing in this Agreement will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party.
12.4 Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures, and Internet disturbances.
12.5 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.
12.6 The failure to require performance of any provision will not affect a party’s right to require performance at any time thereafter; nor will waiver of a breach of any provision constitute a waiver of the provision itself.
12.7 This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes any all previous contracts or arrangements of any kind between the parties relating to the subject matter. The preceding does not limit or exclude either party’s liability for fraud or fraudulent misrepresentation.
12.8 Notification of variations to this Agreement. We may revise the terms of this Agreement at any time, and if we do so, then we will provide the revised terms and conditions for you to accept or reject when you next log in to the Programme, and by sending notice to you at your email address of record. You must accept or reject the new terms and conditions within five (5) days from the date the notice was sent to you, by logging into the Programme at https://upload.video.google.co.uk/ or as otherwise designated in writing by Google, and accepting or rejecting the new terms. If you do not accept or reject the new terms within the five (5) day period, you will be deemed to have accepted and be bound by the new terms. If you do not wish to be bound by the new terms, then this Agreement will terminate and you will no longer be able to participate in the Programme.
12.9 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
12.10 Nothing in this Agreement shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to this Agreement.
12.11 This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement. If this Agreement is translated into any other language and if there is a discrepancy in interpretation between the English text and the text of such other language, the English text will govern.