1. General Information
1.1 Information about The Ocean Azores Media House
The Ocean Azores Media House (the “Platform”) is operated by The Ocean Azores Foundation, a registered foundation in Portugal- NIPC: 516417274
Sede: Ilha de São Miguel – Ponta Delgada. The Platform is the global B2M media platform that allows media, and business partners (e.g. media outlets) (“You”, “Your” or “Yours” or “User”) to research, download and screen high-quality content.
1.2 Scope of application
These terms and conditions (“Terms”) apply to the Platform and its content, including all information, material and media, in particular text, data, photos, footage, audio-only content, recordings, videos and other moving and non-moving images and material created or contributed by Us (individually and collectively the “Content”).
By accessing the Platform or using any Service or Content You agree to be bound by these Terms. If You do not agree to these Terms, You must not use the Platform, the Content or the Services.
If You have any questions or comments concerning the Platform, Content or Services in connection therewith You may contact Us.
1.4 Changes to Our Terms
We reserve the right to revise and to modify these Terms occasionally, and without giving any reason. We will inform you in reasonable time of these changes. The changes are deemed to be accepted by you if you use the Platform, the Content or the Services or when you raise no objection within 30 days after the first notification in text form (i.e. at least via email). We will inform you of the possibility of objecting, the deadline and the consequences of your inaction beforehand separately. In the event of your objection both We and You are entitled to terminate this cooperation with immediate effect.
2.1 Registration and Account
In order to access certain features of the Platform, especially licensing Content from Us, You must register. Registration as a User is only allowed if You are at least 18 years old. You shall be required to provide correct and complete information. We will provide you at Our sole discretion with a registration confirmation for the Platform via email (the “Account”). We are entitled to reject the registration of individual users without giving further reasons. You may only register one Account at the Platform, and You shall not transfer it or grant access to other third party. Your account shall only be used for the purposes set out in these Terms.
Certain Content or Services may be made accessible or non-accessible to certain Users, for instance by establishing different access levels differentiating between certain groups of Users, at Our sole discretion.
2.2 Access link
The access link is intended solely for your personal use and should be kept secret and safe. You are not permitted to share these details with third parties to allow them to use the link. You are obliged to inform Us immediately on becoming aware of and/or suspecting a case of any unauthorized use, disclosure and / or misuse of your access information or of your access.
3. Intellectual Property Rights
All Content and Services on Our Platforms, including content and services provided by you or any third parties, i.e., in particular all texts, logos, brands, graphics, artwork, sounds, music and software (including the access software) is protected by copyright, personal rights, registered designs, patents, trademarks, service marks, design rights, database rights, trade secrets, rights of confidence and other similar rights (“IPR”). As between You and The Ocean Azores Foundation, all IPR in and to the Platforms and the Content and Services shall be the property of The Ocean Azores Foundation. All rights not expressly granted in these Terms are reserved by The Ocean Azores Foundation. Where IPR has been licensed by The Ocean Azores Foundation from a third party, such rights are reserved by The Ocean Azores Foundation on behalf of the relevant third party. You are not permitted to reproduce, copy, post, republish, transmit, record, transfer or process any Platform or Content and Services whether in whole or in part without Our express written permission in advance, nor are You permitted to do or attempt anything that violates any IPR in the same. This also applies to the ideas and concepts on which the Platforms or Content and Services are based to the extent these are not protected at law.
4. User’s Rights and Obligations
We grant You and other Users the right to access the Platform and to use the Services and Content under the conditions defined herein. You may only research and screen content on the Platform for the sole purpose of reviewing the content.
4.1 Excluded Rights
All other rights not explicitly licensed hereunder are reserved by The Ocean Azores Foundation. The following rights are especially not granted, unless otherwise agreed on in writing:
a) No advertising use: You may not use Content and Services for any commercial, advertising, advertorial, endorsement, merchandising or promotional use.
b) No long-formats: You may not edit, adapt, use and combine the Content with other material to create or produce either a commercial long-format program (e.g. such as a documentary or a clipshow) or an editorial program.
c) No music rights: Any and all rights regarding music (including but not limited to the sync and master use rights) are not licensed under News Use and Editorial Use and explicitly excluded. Overall You guarantee to clear and acquire all necessary rights to the music and its performance including such rights that are held by collecting societies prior to its usage and exploitation and shall indemnify and hold Us harmless against all claims in connection therewith.
d) No re-publication: You may not reproduce, modify, alter or otherwise exploit the Platform, Content and Services to any other computer, server, website or other medium for publication or distribution.
e) No commercial use or distribution: You may not sell, license or sublicense Content against a fee to third parties, e.g. through sub-distributors and/or sales agents in various markets and distribution channels.
f) No unlawful use: You must not
(i) cast a negative light on The Ocean Azores Foundation or Our activities, businesses, products or brands. In particular, You are prohibited from using any Content in connection with: (aa) illegal products, content, services or materials; (bb) coverage of accidents, assaults, catastrophes or riots; and/or (cc) competing products (in particular beverages containing caffeine, taurine or guarana);
(ii) use the Platform, Content or Services (aa) in any unlawful, threatening, racist, libellous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic or otherwise objectionable way, or violate any applicable law and/or (bb) for the publication of, linking to, issue or display any material, that contain any virus, trojan horse or other harmful code or script; or
(iii) encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law.
4.2 Your Rights
We grant You and other Users the right to access the Platform and the Services for media usage only. If you are interested in using and licensing the Content, please contact us via email. Any content licensing is subject to a separate negotiation and licensing contract. Any use of the Content, in particular any use for third parties’ or Your own interests, activities, services or products, is strictly prohibited.
4.3 Additional Obligations as a User
a) Infringement of third parties’ rights
In the event that You become aware of any actual or alleged infringement of third parties’ rights by any Content or Service, You shall: (i) immediately notify Us in detailed writing and cease using the affected Content or Service; (ii) not make any admission as to liability; (iii) allow Us to take sole control of any claim; (iv) provide Us with all assistance as may be requested in relation to the infringement, including using best efforts to minimize the negative effect of the infringement; and (v) cease using the Content or Service.
b) Notification and Sample
Upon request by Us, You will deliver to Us a notification regarding Your use with details where the Content or Service used by You can be found and will provide us with a sample of the final version in electronic format via e-mail.
You agree to fully indemnify and hold Us, Our affiliates, officers, directors, shareholders, employees and agents harmless in respect of all liabilities, damages, claims, actions, expenses, demands or costs (including any legal fees in relation to such claim or damages) incurred by Us arising from, or in connection with, (i) Your use of the Platform, Content or Services outside the scope of these Terms, (ii) any breach or alleged breach by You of these Terms or (iii) Your violation of any law or infringement of third party rights.
5. Disclaimer and Limitation of Liability
5.1 We make no express or implied representations or warranties of any kind (and all representations and warranties are expressly disclaimed to the fullest extent permitted under applicable law) with respect to the accuracy, quality, workmanship, timeliness (including in respect of delivery), operability, merchantability, availability, or completeness of the Platform, Services, Content or towards the non-infringement of industrial or intellectual property or any other rights of third parties or the fitness of the Content for a particular purpose. Any decisions or action taken by You on the basis or in relation to the information, Content or Services provided on or via the Platform are at Your sole discretion and risk. You must be aware that any action, activity and/or information displayed or provided on or via the Platform is conducted by trained and experienced professionals and it is Your responsibility to take precautions and use common sense when using the Platform, Content or Services.
5.2 You acknowledge and agree that You access and use the Platform, Content and Services at Your own risk on an “as is” and “as available” basis and that We are not liable for any errors or omissions in any Content, Service, any availability or delivery (including without limitation whether caused by interruption, deletion, delay in operation, transmission, communication line, errors, omissions or computer virus, trojan horses, or other harmful code or script), nor any damages related thereto.
5.3 We do not warrant that the Platform, the Content or the Services will be error-free or uninterrupted or that defects will be corrected. We reserve the right at any time and without notice to remove the Platform, Content or Services (or part thereof) for whatever reason, or to interrupt the operation of the Platform, Content or Services (or part thereof) as may be necessary to perform routine or non-routine maintenance, error correction or other changes.
5.4 We sometimes provide hyperlinks and/or advertisements to other websites that are not owned or controlled by Us. We accept no responsibility or liability for any material supplied by or contained on any third-party website which is linked from or to Our Platform. Neither are We responsible for any third party’s websites and You visit such websites entirely at Your own risk.
5.5 Subject to paragraphs 5.7 and 5.8 below, You agree that We, Our and Our affiliates’ employees, directors, distributors, licensors and agents shall not be liable, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, for any (i) loss of business, opportunity, use, profit, anticipated profit, contracts, revenue, goodwill or anticipated savings or (ii) loss of data or use of data, whether direct, indirect, consequential or special and whether arising in connection with the use of or attempt to use the Platform, the Content or the Services, the inability to use these items, interruption or termination of Our provision of the Platform, Content or Services and even if We have been advised of the possibility of such damages occurring.
5.6 In any event, to the fullest extent permitted by applicable law, We shall not be liable for any damage or loss, whether direct or indirect, that You may suffer as a result of a failure by Us to deliver the Content or Services for any reason, including but not limited to access delays or interruptions, data non-delivery or mis-delivery, failure to deliver the Content or Services due to server failure or any event of force majeure including without limitation, acts of God, war or terrorism, breaches of security or unauthorized use of personal data arising from hacking and/or failure or lack of reception of networks. The exclusion set out in this section shall apply even in the event that the loss or damage suffered by You was or should have been foreseen by Us and/or You told Us of the risk of You suffering the loss or damage in question.
5.7 Nothing in these Terms shall limit or exclude Our liability for death or personal injury caused by Our negligence, for fraud or fraudulent misrepresentation, or for any other type of liability which cannot be limited or excluded by applicable law.
5.8 Nothing in these Terms shall affect any statutory rights which You may be entitled to as a consumer.
6. Termination and Suspension
6.1 You may cancel Your Account at any time upon written notice. If You wish to cancel, please email Us.
6.2 You agree that We may, in Our sole discretion, without the need to give reasons and without prior notice, suspend or terminate Your Account and/or access to the Platform, Content or Services in its entirety or in part upon written notice, if We determine or have reasonable grounds to suspect that You have breached these Terms.
6.3 All disclaimers, indemnities and exclusions in these Terms shall survive the termination of these Terms.
7. General Provisions
These Terms and any rights and licenses granted hereunder may not be transferred or assigned by You without Our express prior written consent. We may assign these Terms and any rights and licenses granted hereunder, without consent or notice, to any corporate affiliate.
Each provision of these Terms shall be constructed separately and independently. The effectiveness of these Terms shall not be impaired if any provision of these Terms should be completely or partially invalid or unenforceable. In this case, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms remain in full force and effect.
7.3 Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with Portuguese law. All disputes arising out of or in connection with these Terms, including any questions regarding its existence, validity or termination, shall exclusively be settled by the court responsible for commercial matters in Lisbon, Portugal in accordance with the law in force in Portugal, without reference to its conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded.
The original version of the Terms is in English language. Any translated version is for your convenience and information only. In case of disputes the English text shall prevail.
© 2023 THE OCEAN AZORES FOUNDATION