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:

1. each user's name and email address has been supplied to C4 ("Authorised User");
2. 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;
3. 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;
4. 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);
5. 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
6. 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.

1.4Agency shall be permitted to download its Campaign Data and the Programme Information provided such information shall be kept confidential and its use by the Agency shall, at all times, be in accordance with these Terms of Use.

1.5Agency acknowledges and agrees that C4 will use cookies to anonymously track and monitor an Agency's use of the Agency Portal and will use the personal data set out in clause 1.2 above to provide software and access support to the Portal.

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:

1. it will comply, at all times, with these Terms of Use;
2. it will comply with all applicable laws and regulations;
3. it shall not, without the prior written consent of C4, disclose, publish, confirm or deny or use the Campaign Data, Programme Information or any other information obtained by Agency from its use of the Portal ("Confidential Information") in whole or in part to any third party other than an Authorised User (and then only in accordance with these Terms of Use);
4. it shall not copy, reproduce or adapt (or authorise or permit anyone else to do any of the same) any of the Confidential Information;
5. 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
6. the Agency shall be responsible for any breach of the obligations and confidentiality provisions of these Terms of Use by an Authorised User;
7. 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
8. 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);
9. 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
10. 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.

2.2It shall not be a breach of these Terms of Use where the Agency discloses information which is required to be disclosed by the Agency by applicable law regulation or court order and in which event the Agency shall promptly notify Channel 4 of such disclosure and the parties shall co-operate to prevent or otherwise restrict such disclosure of Confidential Information.

3.1Unless otherwise expressly stated under the Terms of Use:

1. 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");
2. 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
3. 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.

3.2Except as expressly stated in the Terms of Use, all C4 and/or licensor rights (including copyright, trade marks, patents, design rights and other intellectual property rights) in the Portal and/or the Confidential Information are reserved by C4 as owner or on behalf of licensors as licensee, as appropriate and nothing in these Terms of Use operates to transfer or licence any rights owned by C4 in any C4 trade marks or logos and any rights owned by C4 as owner or on behalf of licensors as licensees as appropriate.

4.1Except as set out in paragraph 4.2 below, C4 makes no representation or warranty to the Agency as to: (i) the availability of the Portal; (ii) the accuracy or completeness of the Confidential Information supplied by it (or its representatives) or obtained by the Agency pursuant to these Terms of Use; and (iii) the Portal is made available "as-is".

4.2Accordingly, subject to paragraph 4.3 and to the extent permitted by law, C4 excludes all liability to Agency for any loss or damage howsoever arising out of or in connection with the Terms of Use, including but not limited to any liability arising in relation to the Portal or Confidential Information or any virus or other contamination or any unavailability of the Portal. In addition, C4 will not be liable for any of the following losses or damage (whether such damage or losses were foreseen, foreseeable, known or otherwise) arising out of or in connection with the Agency's use of the Portal under these Terms of Use:

1. negligence;
2. loss of data;
3. loss of revenue or anticipated profits;
4. loss of business;
5. loss of opportunity;
6. loss of goodwill or injury to reputation;
7. losses suffered by third parties; or
8. 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.

4.3Nothing in these Terms of Use limits or excludes either party's liability for:

1. death or personal injury caused by its negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability which cannot be excluded or limited under applicable law

5.1The Agency agrees to indemnify and hold harmless (and keep indemnified and held harmless on demand) C4 against all actions, proceedings, losses, claims, damages, demands or costs (including reasonable external legal costs) incurred or suffered by C4 arising as a result of the Agency's breach of these Terms of Use.

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.

6.3Upon termination:

1. the Agency shall cease to access the Portal; and
2. 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.

7.1You may not refer to the availability of the Portal and/or the Confidential Information in any of your marketing and communications material.

7.2C4 may update these Terms of Use from time to time so please review them regularly. You agree to be legally bound by whichever version of the Terms of Use is in force at the relevant time. By using the Portal, you indicate that you accept the Terms of Use and that you agree to comply with them. Your continued use of the Portal will be deemed acceptance of any subsequent revisions to the Terms of Use. If you do not agree with the Terms of Use or any revision, please do not use the Portal.

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.

8.2The Agency may not assign the rights under these Terms of Use nor any of its rights or obligations hereunder.

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.

8.4Any notice under these Terms of Use may be given personally, by fax or by sending it to the Agency's main address.

8.5These Terms of Use set out the complete understanding and agreement between the parties and may only be amended or waived by a statement in writing signed by a duly authorised representative of all parties. In the event that any of the provisions of these Terms of Use are held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

8.6C4 shall have the right to audit the Agency's compliance with these Terms of Use on giving 7 days' written notice to the Agency and to request that the Agency provides documentation to evidence compliance with these Terms of Use and Agency agrees to provide the same promptly.

9.1These Terms of Use shall be governed by and construed in accordance with the laws of England and the jurisdiction and venue of all matters relating these Terms of Use shall be vested exclusively in the courts of England.