Terms & Conditions
Subject to these terms, we grant you a non-exclusive, non-transferable LICENCE to use Mippin on your device in accordance with these terms.
You must have an agreement for each device you USE to receive Mippin and will NOT COPY, MODIFY or make other works of Mippin except as expressly allowed by law.
All INTELLECTUAL PROPERTY RIGHTS in everything supplied to you belong to us with the exception of the content supplied which is the property and responsibility of that particular content publisher.
WE ACCEPT NO LIABILITY WHATSOEVER (1) for content, accuracy, availability or delivery times; and, (2) for any transactions between you and any third party advertisers or merchants found on Mippin.
If you find content on Mippin that you find offensive, please report it to content feedback at mippin.com and we shall immediately withdraw it pending investigation. You shall receive a notice on the result of the investigation via email. We stress that the content provided is not modified in any way by Mippin.
NEITHER WE, OUR LICENSORS NOR OUR CONTENT PUBLISHERS SHALL BE LIABLE for any indirect, special, incidental or consequential loss or damages, including loss of profits, revenue, data or loss of property or use of property. Our TOTAL LIABILITY to you is limited to the charges and fees you have paid us, unless we can't limit this amount by law.
We shall comply with applicable DATA PROTECTION LEGISLATION regarding your personal data. We may use ANONYMISED DATA to tailor Mippin to users and pass it on to advertisers so they can tailor their content to users. We shall never spam you.
We can TERMINATE this agreement immediately if you breach, or are likely to breach, any of these terms.
We won't CHARGE you to use Mippin. You must pay all charges owed to your network provider.
CONTENT PROVIDER AGREEMENT (FOR A CREATOR OF CONTENT)
By using our service, you ("Content Provider" or "you") are agreeing to be bound by this Content Provider Agreement. If you do not wish to be bound, please exit this site and do not use the Mippin service.
Refresh Mobile Limited ("Refresh") may modify any of the terms and conditions contained in this Content Provider Agreement at its sole discretion without prior notice to you. It is your responsibility to check these terms and conditions on a regular basis as your continued usage of the service will be deemed by Refresh to be acceptance of the amended terms and conditions. All changes will be effective once posted on this site.
Refresh provides a content publishing solution called Mippin that enables content providers to use web-based software tools to create and upload electronic content for hosting and delivery to mobile telephony devices (the "Services").By using this site, you grant Refresh the right to reproduce, distribute and display the Content via the Service.
Content Provider grants to Refresh a non-exclusive, worldwide, license: (i) to access, use, reproduce, distribute or syndicate to third parties, mash up, transmit, modify (as described herein) and display the content you upload to the Service (the "Content") in connection with the Services and (ii) to use, reproduce and display Content Provider's trademarks, service marks, logos and other propriety rights notices in connection with the Content ("Logos") where appropriate. Refresh shall not modify the Content, except such modifications as may be necessary to adapt the form of the Content for inclusion in the Services (and which do not affect the substance of the Content).
2. App Factory.
Refresh shall provide the Content Provider access to Refresh's web-based software tools that will allow Content Provider to design and deliver the Content via the Service within customized mobile applications and internet pages ("the App Factory"). Content Provider will be able to deliver Content to the App Factory either through a set of RSS feeds which automatically populate the fields within the App Factory or through a manual population of those fields.
Distribution of the Services by the Content Provider is limited as follows:
- App Pack. An App Pack provides a set of Services that may only be distributed using the Mippin URLs and QR codes supplied on the Install pages of the Services. App Pack apps cannot be distributed in 3rd party app stores (e.g. Apple App Store, Android Market). If Content Providers are found to be distributing an App Pack app in a 3rd party app store, Refresh reserves the right to terminate the Services.
- Pro App. A Pro App can be downloaded by the Content Provider and distributed by the Content Provider in 3rd party app stores of their choice.
- Pro App Plus. A Pro App Plus will be managed by Refresh on behalf of the Content Provider. Refresh will manage the submission of the Pro App Plus to the appropriate 3rd party app stores as requested by the Content Provider.
Refresh shall provide support for the App Factory by email. Support will be available 9am-5pm GMT Monday - Friday (excluding public holidays). Refresh will use commercially reasonable efforts to respond to logged emails within twenty-four (24) hours.
5. Content Provider Obligations.
a. Content Provider shall not include in the Content any material that we reasonably believe:
- constitutes or encourages child pornography or is otherwise obscene, sexually explicit or morally repugnant;
- is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech;
- is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
- is defamatory or violates a person's privacy;
- creates a risk to a person's safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement bodies;
- improperly exposes trade secrets or other confidential or proprietary information of another person;
- is intended to assist others in defeating technical copyright protections;
- infringes another person's trade or service mark, patent, or other property right;
- is discriminatory in any way, including by way of sex, race, or age discrimination;
- facilitates any activity or conduct that is or may be defamatory, pornographic, obscene, indecent, abusive, offensive or menacing;
- involves theft, fraud, drug-trafficking, money laundering or terrorism;
- is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to us; and
- is otherwise malicious, fraudulent, or may to result in retaliation against us by offended viewers.
- promote a service which can be reasonably classified as a competitor of the Mippin service
For the avoidance of doubt this material refers to both the content of the publisher and any advertisements which are being served in that content which are not delivered by Refresh Mobile or its advertising delivery partners.
b. Content Provider shall not:
- attempt to duplicate, modify or distribute any portion of the App Factory;
- without the prior written consent of Refresh, use all or any part of the Services to provide services to third parties; or
- transfer, temporarily or permanently, all or any of its rights hereunder.
6. Use of Logos.
Refresh may display Content Provider's Logos in connection with the Service and on Refresh's web site in a manner reasonably acceptable to Content Provider. Refresh agrees that, as between the parties this Agreement does not confer on Refresh any right of ownership in the Logos and all uses by Refresh of the Logos will inure to the benefit of the respective owners of the Logos.
Refresh will make the Services available to the Content Provider subsequent to receiving full payment. Current prices are specified in the App Factory and are subject to change at any point without notice.
Services are made available to the Content Provider on a 'fair use' policy whereby there are no further fees incurred providing the Services used by a single Content Provider generate, in aggregate, usage of no more 1m page views a month. Usage beyond this point may incur additional charges and the Content Provider will be notified before any charges are incurred.
a. Advertising Revenue Share: Refresh shall enable Content Provider to monetize advertising in its content at no cost. Refresh does reserve the right to offer an upgrade to more value added advertising from which it shall take a revenue share. Content Provider is under no obligation to accept this additional service.
b. Advertising Approval: Refresh reserves the right to request Content Provider to remove certain campaigns from the service or to terminate the service if they can be reasonably proven to be in contravention of Paragraph 8(a).
Content Provider shall retain all right, title and interest in and to the Content and the Logos. Refresh or its licensors shall retain all right, title and interest in and to the Service, including the App Factory.
10. Warranty and Disclaimer.
a. Content Provider represents and warrants to Refresh that: (i) Content Provider has all necessary rights to grant the rights and licenses granted hereunder, including, without limitation, sufficient rights to Content provided by Content Provider members and users; (ii) Content Provider has the power and authority to enter into and perform its obligations under this Agreement; (iii) Content Provider currently has no restrictions that would impair its ability to perform its obligations under this Agreement; (iv) Content does not and will not infringe upon third party intellectual property rights; (v) Content will not defame or otherwise injure any third party and (vi) Content Provider's performance of its obligations under this Agreement does not and will not infringe upon any third party privacy or publicity rights.
b. Refresh represents and warrants to Content Provider that: (i) Refresh has the power and authority to enter into and perform its obligations under this Agreement and (ii) to the best of Refresh's knowledge, it currently has no restrictions that would impair its ability to perform its obligations under this Agreement.
c. EXCEPT FOR THE FOREGOING, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
Each party agrees that all business, technical and financial information it obtains from the other party that is marked "Confidential" or "Proprietary," (or, if verbally disclosed, is disclosed in such a manner that a reasonable person would understand that such information is confidential) are the confidential property of the disclosing party ("Proprietary Information"). Except as expressly allowed herein, the receiving party will hold in confidence and not use or disclose any Proprietary Information of the disclosing party. The receiving party shall not be obligated under this Section with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without reliance on such Proprietary Information.
12. Limited Liability.
EXCEPT IN CONNECTION WITH THE SECTIONS RELATING TO CONFIDENTIALITY AND INDEMNITY HEREIN:
a. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR: (I) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR (II) ANY PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; and
b. NEITHER PARTY'S LIABILITY WILL EXCEED THE FEES RECEIVED BY SUCH PARTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT DURING THE 12 MONTHS PRECEEDING ANY CLAIM.
You shall defend, indemnify, and hold Refresh harmless from any liability, damages, costs and expenses, including reasonable attorneys' fees, relating to a third party claim that is related to or in connection with your breach of any representation or warranty in this Agreement. Refreshwill promptly notify you in writing of any such claim. Refresh shall give you sole control over the defense and/or settlement of any such claim, except that you will not agree to any settlement or compromise that would require Refresh to make any payments or bear any obligations unless you obtains Refresh's prior written approval.
a. This Agreement may be terminated by either party in the event the other party materially breaches a provision of this Agreement and fails to cure such breach within fourteen (14) days after receiving written notice of such breach from the non-breaching party. Refresh may terminate this Agreement at any time, without cause, upon thirty (30) days prior written notice.
b. Sections 5 and 7 through 15 of this Agreement shall survive termination or expiration of this Agreement. Termination of this Agreement shall terminate the licenses granted hereunder. Upon termination of the Agreement, Refresh shall return or destroy the Content received by Refresh prior to such termination.
Each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other. This Agreement and the rights, obligations and licenses herein, shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors, assigns, and personal representatives. Content Provider shall not assign this Agreement in whole or part without the prior written consent of Refresh. This Agreement contains the entire understanding of the parties regarding its subject matter and supersedes all other agreements and understandings, whether oral or written. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. If any portion of this Agreement is held to be illegal or unenforceable, that portion shall be restated, eliminated or limited to the minimum extent necessary so that this Agreement shall reflect as nearly as possible the original intention of the parties and the remainder of this Agreement shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and reasonable attorneys' fees.