1.Access, Permitted Use & Request
1.1C4 shall provide Agency with an account on the Portal ("Agency Account") that will allow Agency to login into the Portal using a password and verification code to access Campaign Data and Programme Information.
1.2Agency shall ensure that:
- each user's name and email address has been supplied to C4 ("Authorised User");
- each Authorised User has been given an appropriate level of access (either on a campaign by campaign basis or full access) according to the Authorised User's role within the Agency;
- the email address of each Authorised User contains: (i) an Agency email ID; and (ii) has a registered C4 account connected to the Agency ID;
- it provides C4 with its main office IP ranges to ensure that an Authorised User's access can be restricted to the Agency's main office (unless agreed as otherwise between the parties);
- each Authorised User installs the Google Authenticator Application (or such other authenticator as required by C4 from time to time) in order to access the Portal; and
- it notifies C4 immediately if any Authorised Users leave the Agency,
(together these comprise the "Access Requirements").
1.3The Agency shall notify C4 of the Agency's main Portal contact ("Agency Contact") who shall be responsible for complying with the Access Requirements.
1.6Agency may make requests through the Portal for further information relating to its Campaign Data by emailing: AgencyPortalSupport@channel4.co.uk but C4 cannot guarantee that all requests for such information will be provided.
1.7In the event that your Agency Account remains inactive for at least 60 days, C4 may deactivate the Agency Account. Please contact Portal Support on: AgencyPortalSupport@channel4.co.uk to reactivate the Agency Account.
2.1In using the Portal, the Agency represents and warrants that:
- it will comply with all applicable laws and regulations;
- it shall not copy, reproduce or adapt (or authorise or permit anyone else to do any of the same) any of the Confidential Information;
- it will ensure that all Confidential Information is marked as "Confidential" and it agrees to use the same care and discretion to avoid disclosure, publication or dissemination of Confidential Information (except to other Authorised Users), as it employs with similar information of its own which it does not desire to publish, disclose or disseminate (being at least a reasonable level of care and discretion); and
- it shall only access the Agency's Campaign Data and Programme Information ("Permitted Data") and it will not at any time view or access (or attempt to view or access) and data that does not constitute Permitted Data; and
- it will notify Channel 4 immediately if Agency knows or suspects that; (i) a password has been either intentionally or unintentionally disclosed; and/or (ii) Unauthorised Data has been accessed (whether unintentionally or intentionally);
- it will not use the Portal and/or the Confidential Information in any way that could bring C4 into disrepute or otherwise cause C4 any loss or damage; and
- it will not do anything to endanger the security of the Portal or C4 systems and/or disrupt or impair the functionality of the Portal or the C4 systems.
3.Ownership and Restrictions on Use
- you may not copy, reproduce, republish, disassemble, decompile, revers engineer, download, post, broadcast, transmit, distribute, lend, hire, sub-licence, rent, perform, make a derivative work from, make available to the public, adapt, alter, edit, re-position, frame, rebrand, change or otherwise use the Portal or the Confidential Information in whole or in any part in any product or service or elsewhere or permit or assist any third party to do the same except to the extent permitted by law ("Restricted Acts");
- all copyright, trade marks, design rights, patents and other intellectual property rights (registered and unregistered) in the Portal and/or the Confidential Information shall remain vested in C4 or its licensors; and
- the names, images and logos identifying C4, it's licensors or third parties and their products and services within the Portal and/or the Confidential Information are subject to copyright, design rights and trade marks (registered and unregistered) of C4 or any other relevant third party of licensor.
4.C4 Warranties and Liability
- loss of data;
- loss of revenue or anticipated profits;
- loss of business;
- loss of opportunity;
- loss of goodwill or injury to reputation;
- losses suffered by third parties; or
- any indirect, consequential, special or exemplary damages arising from the use of the Portal/or in connection with the Confidential Information regardless of the relevant form of action.
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- any other liability which cannot be excluded or limited under applicable law
6.1C4 may suspend or terminate at its sole discretion the Agency's (or an Authorised User's) access to the Portal immediately, without cause at any time with immediate effect.
6.2Agency may terminate at its sole discretion without cause at any time with immediate effect by ceasing to use the Portal.
- the Agency shall cease to access the Portal; and
- C4 shall promptly delete the Agency Account.
6.4Clauses 2.1, 3, 4, 5.1, 8 and 9.1 of this Agreement shall survive expiry or termination of this Agreement.
7.Announcements, Updates and Availability
7.1You may not refer to the availability of the Portal and/or the Confidential Information in any of your marketing and communications material.
7.3You acknowledge that the Portal and/or the Confidential Information is made available to you at the sole discretion, management, operational and editorial control of C4. C4 reserves the right to interrupt, discontinue, remove or suspend the whole or part of the Portal from time to time for operational reasons, such as maintenance, network performance and volume of use or for other necessary and reasonable purposes.
8.1The Agency hereby acknowledges that unauthorised disclosure or use of the Confidential Information will cause irreparable harm and significant injury to C4 that may be difficult to ascertain. Accordingly, the Agency agrees that C4 will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
8.3A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.