Please read these terms and conditions (“T&Cs”) carefully, as it sets out the basis upon which we license the Software for use.
1.1. Except to the extent expressly provided otherwise, in these T&Cs:
2.1 These T&Cs shall come into force upon the Effective Date and shall remain valid for the Term.
3.1 The Licensor hereby grants to the User for the Term a worldwide, non-exclusive, non-transferable, limited license to use the Software for processing, transcoding, reframing, localizing, and generating thumbnails for video content as an online SaaS.
3.2 The User shall not sub-license and must not purport to sub-license any rights granted under Clause 3.1 without the prior written consent of the Licensor.
3.3 Save to the extent expressly permitted by these T&Cs or required by applicable law on a non-excludable basis, any license granted under this Clause 3 shall be subject to the following prohibitions:
3.4 The User shall be responsible for the security of the Software supplied to the User under these T&Cs and shall use all reasonable endeavors (including all reasonable security measures) to ensure that access to the Software is restricted to persons authorized to use them under these T&Cs.
4.1 Nothing in these T&Cs shall give to the User or any other person any right to access or use the Source Code or constitute any license of the Source Code.
5.1 Nothing in these T&Cs shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User.
6.1 The User shall pay the Charges to the Licensor in accordance with these T&Cs.
6.2 All amounts stated in or in relation to these T&Cs are, unless the context requires otherwise, stated exclusive of any applicable taxes which will be added to those amounts and payable by the User to the Licensor.
7.1 The User must pay the Charges to the Licensor according to the payment plan which the User chose.
7.2 The User must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Licensor to the User from time to time).
7.3 If the User does not pay to the Licensor under these T&Cs, the Charges when due, the Licensor may charge the User interest on the overdue amount at the rate of 18% per annum.
8.1 The Licensor warrants to the User that it has the legal right and authority to enter into these T&Cs and to perform its obligations under these T&Cs.
8.2 The User warrants to the Licensor that it has the legal right and authority to enter into these T&Cs and to perform its obligations under these T&Cs.
8.3 The User hereby grants the Licensor and/or the Software the right to process any content uploaded to the Software. The User understands that the content may be transcoded, reframed, localized, and have metadata and thumbnails generated for it.
8.4 The User acknowledges and consents that the Licensor/the Software may utilize third-party cloud services for tasks including, but not limited to, metadata tagging and analysis. The frequency and extent of such use are at the sole discretion of the Licensor.
8.5 The User agrees that the Licensor/the Software may store the User data/content in the tenant of the User as required for the provision of the Software.
8.6 The User permits the Licensor/ the Software to play or stream the User’s data/content to authorized users of the tenant.
8.7 The User represents and warrants that the User is the rightful owner of any and all the content (including any audio-visual content) that the User uploads to the Software, and have the necessary rights to process, store, and provide the content to the Software. The User shall indemnify and hold harmless the Licensor from all the content ownership issues including but not limited to all claims and damages, including legal fees, arising out of any data/content produced by/for the User, from usage of the Software.
8.8 All of the parties' warranties and representations in respect of the subject matter of these T&Cs are expressly set out in these T&Cs. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these T&Cs will be implied into these T&Cs or any related contract.
9.1 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these T&Cs, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
9.2 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these T&Cs, the Licensor gives no warranty or representation that the Software will be entirely secure.
9.3 The User acknowledges that the Licensor will not provide any [legal, financial, accountancy or taxation advice] under these T&Cs or in relation to the Software; and, except to the extent expressly provided otherwise in these T&Cs, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.
9.4 The Licensor provides the Software on an "as is" and "as available" basis. The Licensor makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. THE USER REPRESENTS THAT (A) IT HAS THE REQUISITE EXPERTISE TO EVALUATE THE SUITABILITY OF THE SOFTWARE AND THAT THE USER HAS IN FACT UNDERTAKEN ITS OWN INVESTIGATION OF THE SUITABILITY OF THE SOFTWARE FOR THE USER’S PURPOSES; AND (B) IT HAS RELIED UPON ITS OWN SKILL AND JUDGMENT IN SELECTING THE SOFTWARE FOR THE LICENSEE’S PURPOSES IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF THESE T&Cs.
10.1 The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User, of these T&Cs ("User Indemnity Event").
11.1 The limitations and exclusions of liability set out in this Clause 11 and elsewhere in these T&Cs govern all liabilities of the Licensor arising under these T&Cs or relating to the subject matter of these T&Cs, including liabilities of the Licensor arising in contract, in tort (including negligence) and for breach of statutory duties of the Licensor.
11.2 The Licensor shall not be liable to the User in respect of any losses arising out of a Force Majeure Event.
11.3 The Licensor shall not be liable to the User in respect of any loss of profits or anticipated savings.
11.4 The Licensor shall not be liable to the User in respect of any loss of revenue or income.
11.5 The Licensor shall not be liable to the User in respect of any loss of business, contracts or opportunities.
11.6 The Licensor shall not be liable to the User in respect of any loss or corruption of any data, database or software.
11.7 The Licensor shall not be liable to the User in respect of any special, indirect or consequential loss or damage.
11.8 Any liability of the Licensor to the User under these T&Cs in respect of any event or series of related events shall, in no event exceed the total amount paid by the User to the Licensor under these T&Cs.
12.1 The Licensor may terminate these T&Cs by giving to the User thirty(30) days’ written notice of termination.
12.2 Either party may terminate these T&Cs immediately by giving written notice of termination to the other party if:
12.3 The Licensor may terminate these T&Cs immediately by giving written notice to the User if:
13.1 Upon the termination of these T&Cs, all of the provisions of these T&Cs shall cease to have effect, save and except the survival provisions mentioned under these T&Cs shall survive and continue to have effect in accordance with their express terms or otherwise indefinitely.
13.2 Except to the extent that these T&Cs expressly provides otherwise, the termination of these T&Cs shall not affect the accrued rights of either party.
13.3 Within two(2) days following the termination of these T&Cs for any reason:
13.4 For the avoidance of doubt, the license of the Software in these T&Cs shall terminate upon the termination of these T&Cs; and, accordingly, the User must immediately cease to use the Software upon the termination of these T&Cs.
13.5 Within three(3) days following the termination of these T&Cs, the User must:
14.1 No breach of any provision of these T&Cs shall be waived except with the express written consent of the party not in breach.
14.2 If any provision of these T&Cs is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of these T&Cs will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
14.3 The Licensor reserves the right to modify/revise these T&Cs without prior notice to the User. By using the Software the User agrees to be bound by then current version of these T&Cs.
14.4 The User hereby agrees that the Licensor may assign the Licensor's contractual rights and obligations under these T&Cs to any third party. The User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under these T&Cs.
14.5 These T&Cs is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to these T&Cs are not subject to the consent of any third party.
14.6 These T&Cs shall constitute the entire agreement between the parties in relation to the subject matter of these T&Cs, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
14.7 These T&Cs shall be governed by and construed in accordance with laws of India and courts of Mumbai, India shall have exclusive jurisdiction.
15.1 In these T&Cs, a reference to a statute or statutory provision includes a reference to:
15.2 The Clause headings do not affect the interpretation of these T&Cs.
15.3 References in these T&Cs to "calendar months" are to [the 12 named periods (January, February and so on) into which a year is divided].
15.4 In these T&Cs, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
By clicking on the "I Agree" button, the User acknowledges that the User is of 18 years of age or more and has read, understood, and agreed to be bound by these T&Cs.
IF THE USER CHOOSES NOT TO AGREE WITH THESE TERMS, THE USER SHALL NOT CLICK ON THE "I AGREE" BUTTON AND SHALL NOT USE THE SOFTWARE IN ANY MANNER WHATSOEVER.