The definitions and rules of interpretation in this clause 1 shall apply in this agreement.
Applicable Laws: means all applicable laws, regulations and regulatory requirements of England and Wales, as amended and in force from time to time, relating specifically to the performance of the parties’ respective obligations under this Agreement.
Confidential Information: includes all written, electronic or oral information relating to the business or assets of each party and its customers, clients and suppliers, and the commercial terms of this Agreement.
Data Protection Legislation: means, up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
End User: means a customer of RNM who is an end user (also referred to as an “Advertiser”) of the Radio Streams.
GDPR: General Data Protection Regulation – (EU) 2016/679).
Intellectual Property Rights: means all copyright and rights in the nature of copyright, design rights, patents, trademarks, database rights, rights to inventions, business names, applications for any of the above, goodwill and the right to sue for passing off, moral rights, rights to use, rights in confidential information, know-how and trade secrets, domain names and any other intellectual or industrial property rights whether or not registered or capable of registration, including all applications and rights to apply for and be granted, renewals or extensions of, and right to claim priority from, such rights and all similar or equivalent rights or forms of protection whether subsisting now or in the future in the United Kingdom or any other part of the world.
Playout: each and every one advertisement played to each and every one Radio Streams’ listener during ORSs on behalf of an End User.
Publisher Account: means the Publisher’s online publisher account, accessible at https://app.adtonos.com.
Publisher Deliverables: means the information the Publisher undertakes to provide RNM upon the acceptance of this Agreement, as explained in more detail at clauses 3.2 and 3.3.
Publisher Materials: means the software which operates the Radio Streams and all other Intellectual Property Rights in any other materials which are owned by the Publisher at the date of this Agreement.
Revenue: net income (excluding VAT) paid or credited to RNM’s account from all activities relating to the exploitation of the RNM Software using Publisher’s Radio Streams after deduction of all bona fide third party costs, expenses and VAT, such third party costs, expenses and VAT which have been approved by the Publisher in advance, and which are shown on the invoices delivered to the End User by RNM in connection with such activities, unless otherwise agreed between the parties in writing.
RNM Materials: means the RNM’s Software and any software created by RNM to allow the RNM Software to integrate with the controlling software of the Radio Streams in relation to the Playouts during the ORSs and all Intellectual Property Rights in any other materials which are owned by RNM at the date of this Agreement.
RNM Price List: means the RNM’s price list (as amended from time to time), as set out in https://www.adtonos.com/publisher-pricing/.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- In this Agreement, headings are for convenience only and shall not affect the interpretation of this Agreement.