GENERALTERMS AND CONDITIONS
1.1
These terms and conditions govern the legal relationship between Wannakey A/S ("us", our or "we", as the context dictates) and you ("you") in respect of your use of the RedAntenna services provide by us on-line via our website currently found at www.redantenna.com or through our partners and affiliates (such as Producer and Webmaster).
1.2
These Terms and Conditions are effective from 01.12.2007 until further notice. These Terms and Conditions can be changed with a 3 month notice. The notice can be served either by e-mail or by posting a notice on the Website.
1.3
You need to be age 18 or above or have parental accept to use our services. No payment method can be used that can be operated by a person below the age of 18. If you have money on your account with us you may use them even if you are below the age of 18.
1.4
Media product shall mean: Any content in digital format uploaded to RedAntenna by a Producer.
2. About us
We are a private limited company incorporated and registered in Denmark under Danish law with its registered address at Prangervej 111, 7000 Fredericia.
We offer an online service RedAntenna on www.redantenna.com with the purpose of giving as many Consumers and users as possible access to as much legal digital media products as possible.
We do not guarantee that you will receive any revenue from uploading media product to RedAntenna and we do not guarantee the quality of any media product uploaded to RedAntenna.
In order to ensure that we are able to offer you the service at attractive prices, the media product is up- and downloaded to/from you without the provision by us of any advice, instruction or assistance whatsoever as regard use or installation of the media product.
2.5
You should therefore only upload and/or download media product from RedAntenna if you can upload, download and/or install the media product yourself or are prepared to obtain the necessary advice, instruction or assistance elsewhere.
2.6
We reserve the right to make amendments to any misprints appearing in these terms and conditions and to make any changes to any media product and other content on RedAntenna controlled by us.
By accepting these terms and conditions you also accept that the contract between us and you will take place in the English language and that all further correspondence between us in respect of the contract will be in the English language.
Before you can use the services on RedAntenna you have to complete the registration process by entering your details and you have to indicate that you accept these terms and conditions by clicking on the acceptance button appearing at the end of these terms and conditions.
When registering on RedAntenna you will be asked in what capacities you would like to use your services. You may at anytime add or delete your account as Consumer, Producer and/or Webmaster. You may be asked to accepted additionally terms and conditions.
If you do not use your account during a 2 year period we have the right to close your account. We will inform you of the planed close down of your account. If you want to keep your account you can do so by starting to use the account again.
We take privacy and data protection issues seriously. The terms and conditions in this clause 5 set out how we will deal with and treat any personal information about you that is supplied by you to us voluntarily.
Generally we will collect personal information which includes your name, postal address, telephone number and e-mail address. Any personal information supplied by you to us during the registration process will be held by us for a maximum period of 5 years after you have stopped using our service.
The purpose of registering your personal information is to enable us to deliver services to you. It is our policy not to disclose your personal information to any third party without your permission unless we are legally required to do so (by legal or regulatory authorities) or to enable one of our strategic partners to fulfil and process an order request on our behalf.
When personal data is collected via RedAntenna we always make sure, that you give your explicit consent to our collecting the data, and that you are informed of what information we collect and for what purpose.
In order to improve our service we may use your personal information (including sales information) for marketing and analysis purposes. Generally this information will be used in an aggregated non-personal form.
You will only receive offers and other information from our partners if you have accepted this by trigging the box.
All of our employees have access to all of your personal information.
Your personal information is not encrypted but kept on computers protected by passwords.
We do not register any other personal information about you other than that voluntarily submitted by you during the registration process.
All personal information submitted by you to us is transmitted in a non-encrypted form.
Following your registration with us you are always free to change the details that you have registered by going to the Website and changing your details and you always have the right to a record of the personal information that we hold about you.
Any inquiry concerning this issue should be directed to us via e-mail: info@wannakey.com
The price for the media product offered for download is set by the Producer and shall be the price quoted by us or, the price listed in our partners/affiliates price list appearing on their websites as at the date of acceptance of the order.
All prices of media product for Consumers are stated to be inclusive applicable VAT unless otherwise stated.
We reserve the right to make an additional charge for payments made by credit card with the same rate as we are charged by the credit card companies.
We may at our discretion or the discretion of the Producer change the content of our catalogue of media product appearing on the Website without notice.
As a Consumer you can purchase media product on RedAntenna using a ClickandBuy account. You can find more details about ClickandBuy on www.clickandbuy.com. Here you can also find the current cards and payment methods.
All amounts on RedAntenna will be in US Dollars but you will be charged in your local currency.
Before you can use RedAntenna you will have to open an account with ClickandBuy and accept their terms and conditions including their fee structure unless you use credit cards as payment method.
You accept that any questions concerning your account with ClickandBuy including but not limited to payment, statements and fees shall be directed to ClickandBuy. You also accept that the use of your ClickandBuy account will be regulated by the rules and regulations found here: http://clickandbuy.com/UK/en/about/acceptancepolicy.html.
You are sole responsible for the use of your account with ClickandBuy, whether the account is use solely for purchase or also for receiving funds. You shall keep your password and user identity secure and away for any third party.
You accept that we will receive account information from ClickandBuy in order for us to update and maintain your account with us. Your account with us will show your transaction within the RedAntenna community.
Before you order media product you should carefully read through the description of the media product in question, particularly as to whether the media product is delivered by download or delivered by streaming and whether your computer equipment can receive the purchased media product.
The delivery shall take place by download or by streaming depending on the media product in question.
The media product is delivered to you for your private use only unless otherwise expressly indicated.
All media product is purchased based on the description of such media product appearing on RedAntenna at the date and time that you place your order.
We only assume liability for proper and correct delivery to your computer equipment not for the quality of the media product or the media product itself. No quality or content control is performed by us.
Risk of loss of the media product shall pass to you on purchase.
As we/our Partners/Affiliates deliver a digital service you herby accept that you do not have any withdrawal right once the delivery of the digital service in question has started.
Upon the occurrence of one or more of the events referred to in clauses 11.2(a) to (g) below then, without limiting any other right or remedy available to us, we may cancel your registration with us or suspend any further deliveries to you subject to clause 11.3 below.
We reserve the right to cancel our service to you if:
a) we have insufficient capacity to deliver the media product you have ordered.
b) if you do not have any funds on your account with us.; or
c) if you have infringed these terms and conditions and/or
d) if we find that you use our services for inappropriate purposes
e) if you in your capacity of a Webmaster cease, or threaten to cease to carry on business or
f) we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and we notify you accordingly.
If we cancel your contract in accordance with clauses 11.2(a) to (f) above we will notify you by e-mail and will reimburse you any sum prepaid by you to us (including crediting your account any sum deducted by us from your ClickandBuy account but excluding the transaction costs) as soon as possible but in any event within 30 days of our cancellation. We will not be obliged to offer any additional compensation for disappointment suffered.
We do not accept any liability for:
a) any delay in delivery of service by us;
b) any delay in delivery of service from ClickandBuy
c) any failure to deliver service ordered where such failure is caused by the failure of our partners/affiliate to make delivery of media product from us; or
d) any failure to deliver by us due to the media product in question being discontinued by theProducer or Webmaster.
We do not accept liability for any loss of data or media product during transmission.
You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase Media product from our site. The importation or exportation of certain of our media product to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the Media product you purchase though the Website.
If you find a defect in any media product you have bought from a Producer or if you dislike the content of the media product you have bought you shall complain directly to the Producer. You may use any compliant facilitator we offer on our web site or you may use mail to complain. If you can not settle the dispute with the Producer you can submit your compliant to our Dispute Resolution Board on support@redantenna.com. If the find that your complaint is justified you will receive a refund of your payment.
You acknowledge and agree:
a) That all products on RedAntenna and associated websites are protected by applicable intellectual property laws.
b) That all rights to the products on RedAntenna and associated websites belong to the Producer of the products.
c) Not to modify, rent, lease, loan, sell or distribute the products or create derivative works based on the products or in any other manner or by any means infringe the rights of the Producers.
d) That if you violate the Producer's rights you may be prosecuted under applicable law.
13.2
If you act in your capacity as a RedAntenna Webmaster you are allowed to distribute and sell products in accordance with the terms applicable to a RedAntenna Webmaster.
We shall have no liability to you for any failure to deliver to you or any delay in doing so or for any damage or defect to media product delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident, virus, spyware or other malicious code.
Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to our contact address in Denmark or by e-mail to support@redantenna.com.
If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
Except for our affiliates, directors, employees or representatives, a person who is not a party to this agreement has no right under it to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from under applicable law.
These Terms and Conditions and their performance shall be governed and construed in accordance with Danish law.
In relation to any legal action or proceedings to enforce these terms and conditions or arising out of or in connection with these terms and conditions ("proceedings") or the use of our services each of the parties hereby irrevocably submits and shall submit to the exclusive jurisdiction of the Danish courts and hereby waives and shall waive any objection it may have to proceedings in such courts on the ground of venue or on the grounds that proceedings have been brought in an inconvenient forum.
For the avoidance of doubt the UN Convention on Contracts for International Sales of Goods 1980 shall not apply to these terms and conditions.
SPECIAL TERMS APPLYING TO WEBMASTERS
As a Webmaster you hereby accept these terms in addition to the general Terms and Conditions shall regulate the(Partner /Affiliate) relationship between you and any customer with you who purchase media product though your website provided though our service and Producers.
You also accept that the relationship between you and us is regulated by these Terms and Conditions in addition to the general Terms and Conditions. (If discrepancy is found between these separate Terms and Conditions and the general Terms and Conditions the regulation in these separate Terms and Conditions shall prevail).
When accepting to become a Webmaster (Partner/Affiliate) with us, you also accept that you are sole responsible for ensure that local tax is calculated and paid by you if applicable either of the total amount or your revenue share.
You accept that the price for the media product provided from us is decided by the Producer. You also accept that your split is calculated after we have deducted our fee. You furthermore accept that the split between you and the Producer is decided by the Producer.
When becoming a Webmaster (Partner/Affiliate) with us, you will get an account with us kept in our payment solution at ClickandBuy. Any spilt coming to you will be credited your account. When transferring money to you all expenses related to the transfer will be deducted from the amount being transferred to you. Read more at www.clickandbuy.com
If applicable under your jurisdiction you hereby accept and undertake that you will comply with any and all regulation on distance selling including any consumer protection. You furthermore accept that we cannot assume any liability for any consequences of non-confirmative with the regulations on distance selling.
You also accept that you cannot instigate proceeding against any of our Producers and/or Consumers or any other user of our services separately but only in conjunction with proceedings against us.
These terms and conditions and their performance shall be governed and construed in accordance with Danish law.
In relation to any legal action or proceedings to enforce these terms and conditions or arising out of or in connection with these terms and conditions ("proceedings") each of the parties hereby irrevocably submits and shall submit to the exclusive jurisdiction of the Danish courts and hereby waives and shall waive any objection it may have to proceedings in such courts on the ground of venue or on the grounds that proceedings have been brought in an inconvenient forum.
For the avoidance of doubt the UN Convention on Contracts for International Sales of Goods 1980 shall not apply to these terms and conditions.
SPECIAL TERMS APPLYING TO PRODUCER
Producer shall mean: Any person or individual uploading media product to the Website having accepted these terms and conditions with the purpose of allowing our Webmasters (partners and affiliates) to distribute and sell the media product to Consumers at an agreed price with an agreed spilt of revenue.
Everybody registered with RedAntenna can provide media product provided that the media product provided fulfils the following requirements:
" The person uploading the media product either holds the full copyright to the media product because you have produced the media product
" The person uploading the media product have by agreement from the owners of the copyright and other rights to the media product in question obtained the right to distribute and sell the media product digitally though web service RedAntenna.
The media product itself does not infringe any third party rights. The media product itself does not condone any form of discrimination, including that based upon race, national origin, religion, sex or age, nor should it in any way undermine human dignity.
When uploading media product you shall check the box to indicate that you accept sale though the Webmasters, the price you want to ask for the use of your media product. You shall also - as stated in clause 9 in the general terms and conditions set the split between you and the Webmaster.
Furthermore you accept - when uploading that the media product- that it stays uploaded and available for at least 12 month after the initial upload. .
When uploading the media product in question you accept any Webmaster who accepts to distribute your media product also accepts the spilt. The split between you and the Webmaster will always appear on RedAntenna.
In order to ensure that we are able to offer you the service at attractive prices, the media product is up - and downloaded to/from you without the provision by us of any advice, instruction or assistance whatsoever as regard use or installation of the media product.
You should therefore only upload and/or download media product from RedAntenna if you can upload, download and/or install the media product yourself or are prepared to obtain the necessary advice, instruction or assistance elsewhere.
We reserve the right to make amendments to any misprints appearing in these terms and conditions and to make any changes to any media product and other media product on RedAntenna websites controlled by us.
Uploading has to take place in a format supported by us.
You guarantee that all files uploaded by you will be free from any known virus, spyware and other malicious code.
You are yourself liable for paying VAT where applicable and to report your sells to the tax authorities when media product uploaded by you is sold though RedAntenna and our Webmasters
If we are met with any VAT and/or tax claims deriving from your sales we are entitled to set off any claim against any balance on your account and in any future sales. We are also entitled to sale media product uploaded by you until our claim against you has been covered. The same shall apply for claims from third parties seeking damages/interim relief from us on the ground of your infringement of third party rights.
You accept that we are entitled to hand over any and all information about your transactions to the relevant tax authorities or the relevant police.
When uploading media product you also accept that we - without warning - shall be entitled to take down or to suspend your media product or part of it, if we are informed that you're media product infringes third party rights or is of a nature not suitable for the profile of RedAntenna. We will normally inform you of any claim that your media product infringes third party rights and give you a 24 hour time limit to prove to the claiming third party that your media product does not infringe. Otherwise we will take down your media product until we are satisfied that your materiel does not infringe any third party rights.
As a Producer you are aware of the fact that we get paid with a fee calculated of the total purchase sum. You can see our current fee rates on our website.
We deduct our fee before we split the remaining money between you and the Webmaster.
Except for our affiliates, directors, employees or representatives, a person who is not a party to this agreement has no right under it to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from under applicable law.
When uploading media product you also accept that any complaint about the quality of the media product may be settled by our Dispute Resolution Board with final binding effect for you.
These Terms and Conditions and their performance shall be governed and construed in accordance with Danish law.
In relation to any legal action or proceedings to enforce these terms and conditions and/or our general Terms and Conditions or arising out of or in connection with these terms and conditions/or our general Terms and Conditions ("proceedings") or the use of our services each of the parties hereby irrevocably submits and shall submit to the exclusive jurisdiction of the Danish courts and hereby waives and shall waive any objection it may have to proceedings in such courts on the ground of venue or on the grounds that proceedings have been brought in an inconvenient forum.
For the avoidance of doubt the UN Convention on Contracts for International Sales of Goods 1980 shall not apply to these terms and conditions.
