Subscription Agreement

Thanks for using Out Out Promotions Limited (“Venubox”).

Please read these Terms carefully. By using Venubox or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Venubox(“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these Terms. Out Out Promotions Limited (“Venubox,” “we,” or “us”) is an online Web Portal (the “WebApp”) that allows you to setup your brand identity (tied to Promotional Offers (“Promotions”), Contact Profile (for Chat Profile), and to create geofences (virtual areas defining a physical location) to target Promotions, based on users of the Venubox Mobile App (“App”).  These defined Promotions enable WebApp users to send Promotional messages containing offers, including website links, social media page links and link for consumers to Chat.

The WebApp is offered through our website, https://www.venubox.co.uk and any other mobile application owned, operated or controlled by us (we’ll collectively refer to these as the “Venubox Site,” and together with the App, the “Service”). Venubox is a UK limited liability company whose legal name Out Out Promotions Limited. Venubox has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Subscriber” according to this Agreement (or “you”).

These Standard Terms of Use (“Terms,” including our Acceptable Use Policy, Copyright and Trademark Policy, define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement, which in addition to our Privacy Policy and Cookie Statement, describe how we’ll treat your account and the data we collect and process about you, your end users, and your contacts while you’re a Subscriber. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

If you download the App through the Apple App Store or Google Play or other app store or distribution platform (“App Provider”), you acknowledge and agree that: (i) these Terms are between us, and not with the App Provider, and that we are responsible for the Service, not the App Provider; (ii) the App Provider has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the App Provider is not responsible for addressing any claims you or any third party have relating to the App; and (iv) the App Provider is a third party beneficiary of these Terms as related to your use of the App, and the App Provider will have the right to enforce these Terms as related to your use of the App against you.

If you have any questions about our Terms, feel free to contact us at info@venubox.co.uk

Account

    1. Eligibility

    In order to use the Service, you must:

    1. be at least eighteen (18) years old and able to enter into contracts;
    2. complete the account registration process;
    3. agree to these Terms;
    4. provide true, complete, and up-to-date contact and billing information;
    5. not be based in outside of the United Kingdom
    6. not be listed on any UK government list of prohibited or restricted persons.

    By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

    Out Out Promotions Limited may refuse service, close accounts of any Subscribers, and change eligibility requirements at any time.

    1. Term

    When you sign up for an account and agree to these Terms, the Agreement between you and Venubox is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Venubox account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

    1. Closing Your Account

    You or Venubox may terminate the Agreement at any time and for any reason by terminating your Venubox account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your monthly prepayment for a Monthly Plan or reimburse you for unused Pay as You Go (“PAYG”) Credits. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, such as for a breach or violation of the Agreement. If your account is inactive for 24 or more months, we may terminate your account and you won’t be entitled to a refund for a prepaid month or reimbursement for unused Pay as You Go Credits. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it, including your Campaigns. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.

    1. Changes

    We may change any of the Terms by posting revised Terms on our Venubox Site. Unless you terminate your account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Service. We may change the Service, Add-ons, or any features of the Service at any time, and we may discontinue the Service, Add-ons, or any features of the Service at any time.

    1. Account and Password

    You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that Venubox is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate. We may contact you, or any seat, authorized user, or login added to your account, based on the information provided in your account.

    1. Account Disputes

    We don’t know the inner workings of your organization or the nature of your personal relationships. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on a number of factors, including the content in that account, and the contact and profile information listed for that account. In cases where differing contact and profile information is present or we are unable to reasonably determine ownership, we’ll require you to resolve the matter through proper channels outside of Venubox.

    When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account until the dispute is properly resolved.

    Payment

      1. Pay As You Go (PAYG) Promotor Package Plans

      If you use the Service under the Pay As You Go Promotor Package (“PAYG”), you will be limited to one-time usage of the platform for one promotion, so no Term applies as such. You are subject to the limitations that are outlined in the details associated on the Subscription Plan with respects to the Service. To run a Promotion over several time periods, you’ll be required to upgrade your account to, and select and pay for, a Seasonal Plan, or a Monthly Plan. Monthly Plans are described in Section 9 below. 

      1. Seasonal Plans

      If you use the Service under the Seasonal Plan (“Seasonal”), you will be limited to usage of the platform for a 3-month Term.  You are subject to the limitations that are outlined in the details associated on the Subscription Plan with respects to the Service.  You’ll can upgrade your account to, and select and pay for, a Monthly Plan at any point during using the Service. 

      1. Monthly Plans

      When you sign up for a paid monthly plan, you are required to self-select your package Seasonal Package, Premium Package and Platinum Package (“Monthly Plan”) from those posted on our Venubox Site based on your anticipated use of the Service. Each Monthly Plan offers different pricing and feature options. Once you select your Monthly Plan, Venubox will never automatically upgrade or downgrade your Monthly Plan. So, give yourself room to grow if you’ll need it! You will always have the option to upgrade to a higher tier at any time, but downgrading a monthly plan is not permitted.

      When you sign up for a Monthly Plan, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the same day each month, based on the date that you started your Monthly Plan. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”). If any part of a month is included in the Term, then payment is required for the full month. 

      1. Debit and Credit Cards

      As long as you’re a Subscriber with a Monthly Plan or otherwise have an outstanding balance with us, you’ll provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card. You’ll replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and won’t be rejected. If we’re unable to process your card order, we’ll try to contact you by email and may suspend your account until your payment can be processed.

      1. Billing Changes

      We may change our fees, including our charges for Monthly Plans and PAYG, at any time by posting a new pricing structure to our VenuBox Site or in your account and/or sending you a notification by email.  If you are in a Seasonal Plan, or Monthly Plan we will honour the pricing declared at the point of First Registration until the end of the Term.  Following the end of the Term, unless notice is provided, you will automatically be billed for the renewal Term at the newly promoted price.

      Rights

        1. Feedback and Proprietary Rights

        We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service, and you may only use our brand assets according to our Brand Guidelines.

        You shall retain all right, title, and interest in and to the material, content, data, and information (including your personal information and the personal information of others) you submit to Venubox in the course of using the Service or which Venubox otherwise retrieves or accesses at your direction or with your permission (collectively, your “Content”). Subject to these Terms, you grant us permission to use or disclose your Content (including any personal information therein) only as necessary to provide the Service to you and/or as otherwise permitted by these Terms. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your Content to the Service and to grant the rights granted to us in these Terms and (ii) your Content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Content.

        You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sub licensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Service or to develop new features and services.

        1. Privacy Policy

        Your privacy is important to us. Please read our Privacy Policy and Cookie Statement for information regarding how we collect, use, disclose  personal information.  To the extent that we process personal information on your behalf please refer to our Data Processing Addendum which is integrated by reference. .

        1. Right to Review Promotions

        We may view, copy, and internally distribute Content pertaining to your Promotions and that help us spot problem accounts and improve our Service. The purpose is to find Subscribers to the Service who violate these Terms or laws and to study data internally to improve the Service and optimise subscriber experience as well as end consumers. We may aggregate and anonymize data, including from the Content of your Promotions, to create statistical information. Aggregated anonymized statistical information may be shared externally for research, marketing, or other lawful purposes.

        Rules and Abuse

            1. General Rules

            By agreeing to these Terms, you promise to follow these rules:

            • You won’t send spam
            • You won’t use Promotions for unlawful purposes pertaining to UK law
            • You won’t use images in Promotions that could infringe copyright
            • You’ll comply with our Acceptable Use Policy, which forms part of these Terms

            Venubox doesn’t allow subscriptions that promote or incite harm toward others or that promote discriminatory, hateful, or harassing Content. To this end, we may suspend or terminate your account if you send a Promotion or otherwise distribute any Content that we determine, in our sole discretion, contains either of the following:

            • A Threat of Physical Harm. This means any statement, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
            • Hateful Content. This means any statement, image, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.

            We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:

            • an organization that has publicly stated or acknowledged that its goals, objectives, positions, or foundations include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm;
            • a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by Subscribership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
            • a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.

            Venubox also does not allow the distribution of Content that is, in our sole discretion, materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances.

            If you violate any of these rules, then we may suspend, or terminate your account.

            1. Reporting Abuse

            If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a Venubox Subscriber, please report it to info@venubox.co.uk   If you think anyone has posted material that violates any protected marks or copyrights, then you can notify us at the address provided in our Copyright and Trademark Policy.

            1. Compliance with Laws

            You represent and warrant that your use of the Service will comply with all applicable laws and regulations..

            Liability

                    1. Limitation of Liability

                To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Venubox Site; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.

                For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.

                    1. No Warranties
                      To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Subscribers use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.
                    1. Indemnity
                      You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.
                    1. Disclaimers
                      We and our Team aren’t responsible for the behaviour of any third parties, agencies, linked websites, or other Subscribers, including third-party applications, products, or services for use in connection with the Service (each, a “Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. We are not responsible for the privacy, security or integrity of any Third-Party Integration or the practices and policies of any Third-Party Integration. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Integration.

                Other Important Stuff

                        1. Assignments
                          You may not assign any of your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
                        1. Choice of Law
                          The United Kingdom’s laws, except for conflict of laws rules, will apply to any dispute related to the Agreement or the Service. You acknowledge and agree that any dispute related to the Agreement or the Service itself will be decided by the United Kingdom judicial system, and each party consents to personal jurisdiction in those courts.
                        1. Force Majeure
                          We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, pandemics, floods, strikes, power blackouts, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
                        1. Survivability
                          Even if this Agreement is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.
                        1. Severability
                          If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
                        1. Interpretation
                          The header text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.

                         

                        1. Waiver
                          If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.
                        1. No Changes in Terms at Request of Subscriber
                          These Terms apply to all Subscribers to the Service, and so, no changes will be provided to these Terms for any one Subscriber or Group.
                        1. Further Actions
                          You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
                        1. Notification of Security Incident
                          If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we’re prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of Venubox for such incident.
                        1. Notices
                          Any notice to you will be effective when we send it to the last email address you gave us or when registered on our Venubox WebApp. Any notice to us will be effective when delivered to us along with a copy to our legal counsel at kym.fletcher@willans.co.uk

                        Thanks for taking the time to learn about Venubox’s terms and policies.

                        Updated May 18th, 2021.

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