"AwesomeWall Platform" means the AwesomeWall platform as described at awesomewallhq.com.
“Claims” means all damages, claims, actions, suits, proceedings, actions, liabilities, penalties, demands, sanctions, fines, charges, losses, costs and expenses (including reasonable external legal fees);
"Client" means you as a person or entity that has signed up to receive the Service;
“Client Content” means all content, information, text, pictures, sound, graphics, video, data or other materials including all Client branding and trade marks provided by the Client to brand or customise any bespoke presentation of the AwesomeWall Platform;
"Client User" means any user of the AwesomeWall Platform that is employed or contracted by the Client or who otherwise uses the AwesomeWall Platform on the instruction of the Client or through the Client's account;
“Fees” the fees for the Service as specified in the Sign Up Process;
“Insolvency Event” means a person becomes unable to pay its debts, enters into liquidation (except for the purposes of a solvent amalgamation or reconstruction), makes an arrangement with its creditors, becomes subject to an administration order, has a receiver or administrative receiver appointed over all or any of its assets, takes or suffers to be taken any similar action in consequence of a debt, ceases or threatens to cease trading or is dissolved, or undergoes a similar or equivalent process in any jurisdiction;
"Intellectual Property" means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, Confidential Information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
“Law” means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirement of any relevant government or governmental agency;
“Minimum Period” means the minimum period or a week, month or year that the Client commits to pay for the Service as set out in the Sign Up Process;
"Sign Up Process" means the process on the AwesomeWall website via which the Client signs up to engage WMAS to provide the Service;
“Service” means the service to be supplied by WMAS under this Agreement being access to and use of the AwesomeWall Platform as permitted herein;
“Social Media Platform" means any platform such as Facebook, Twitter or Instagram with which the AwesomeWall Platform integrates to receive feeds of content;
“Social Media Platform Content” means all content, information, text, pictures, sound, graphics, video, data or other materials sourced from Social Media Platforms to populate the content on the AwesomeWall Platform;
“Start Date” means the date the Client completes the Sign Up Process and orders the Service;
“Supplier Functionality” means the functionality, software, tools, code or other items which WMAS or its licensors own or control in relation to the AwesomeWall Platform, but not the Social Media Platform Content or the Client Content;
"Term" means the Minimum Period and any renewals;
“VAT” means value added tax as provided for in the Value Added Tax Act 1994;
“Virus” means any “back door”, “Trojan Horse”, “time bomb”, “worm”, “drop dead device”, “virus” or other software intended or designed to disable, erase, corrupt, destroy or otherwise damage or interfere with, or provided unauthorised access to, computer systems or any software stored on those computer systems;
“Working Day” means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.
Subject to acceptance by you of and your compliance with the Terms, and receipt of the Fees, WMAS will provide the Service for the Term.
The Client may not assign, transfer or, subcontract or sub-license any of its rights or obligations under this Agreement without the prior written consent of WMAS.
No failure to exercise and no delay in exercising, on the part of either of the parties, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of that right or remedy and any single or partial exercise of any right or remedy shall not preclude any other or further exercise of that right or remedy.
In the event that any of the terms, conditions or provisions of this Agreement are held to be illegal, invalid or unenforceable under the law of any jurisdiction this shall not affect or impair the validity, legality or enforceability of the remaining provisions of this Agreement which will remain in full force and effect.
Nothing in this Agreement shall constitute, or be deemed to constitute a relationship of partnership or profit sharing in the nature of a partnership between the parties nor, except as expressly provided, shall either party be deemed to be the agent of the other .
Other than as described below, this Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 which are enforceable by any person who is not a party to it and no person who is not a party to this Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.
WMAS shall be entitled to use the Client name and logo, and stills from the project as a factual, non endorsing reference, on WMAS’s website and marketing, to the fact that the Client is a client of WMAS.
This Agreement may be executed in any number of counterparts, each of which when taken together shall constitute one and the same agreement.
Each party shall from time to time execute such documents and perform such acts and things as any party may reasonably require to give full effect to the provisions of this Agreement and the transactions contemplated by it.
This Agreement may not be modified or amended except in writing by a duly authorised representative of each party.
This Agreement (as amended from time to time) together with any document expressly referred to in any of its terms, contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters except in relation to fraudulent misrepresentations. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement. In the event of any conflict of provisions, the Schedules will take precedence.