Terms of Service
UVideo Terms of Service
The UVideo website ("Website") is owned and operated by UVideo Limited (UVideo) whose contact details can be found here: https://www.uvideo.ai/contact.
UVideo provides use of its Website for the licensing of video clips. If you use the Website and our Service your use will be subject to these Terms of Service. The terms “you”, “your” and “yours” when used in these Terms of Service mean any User of the Website. The terms “we”, “us”, “our” and “ours” when used in these Terms of Service mean UVideo, which includes entities under common ownership or control of UVideo. The term “parties” means UVideo and the User.
1.1. The following terms shall have the following meanings when used in these Terms of Service (save where the context clearly and unambiguously requires otherwise):
Account means the User’s registered account for use of the Services.
Advertising Revenue means the revenue received by UVideo from advertising in relation to the Content.
Agreement means these Terms of Service and [where relevant] the Deal Terms.
Applicable Law means the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services.
Business Day means a weekday which is not a public holiday or a weekend in the United Kingdom.
Business Hours means 8am to 6pm in the United Kingdom.
Commencement Date means the earlier of date of signature of the Deal Terms and date of registration of the relevant Account.
Content means the content uploaded to the Website by a User.
Content Licence means the licence granted to UVideo by the User in relation to the User’s Content as set out in clause 6.
Content Obligations means the content obligations set out in the Deal Terms.
Content Provider means a User who is subject to Deal Terms agreed with UVideo.
Data Controller shall have the meaning of ‘data controller’ set out in the Data Protection Legislation.
Data Processor shall have the meaning of ‘data processor’ set out in the Data Protection Legislation.
Data Protection Legislation means, for such time as they are in force in England and Wales, the DPA, the GDPR and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individuals’ rights in their personal data and the protection of their privacy.
Data Subject shall have the meaning of ‘data subject’ set out in the Data Protection Legislation.
Deal Terms means the Deal Terms agreed between the Content Provider and UVideo that together with these Terms of Service form the Agreement.
De-statused Content has the meaning set out in clause 6.6.
DPA means the Data Protection Act 2018.
GDPR means Regulation (EU) 2016/679 and/or such legislation as may give effect to its terms in England and Wales.
Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trade marks, brand names, business names, domain names and other forms of intellectual property.
Licence Term has the meaning set out in clause 2.2.
Net Revenue means such amounts as are received by UVideo in relation to the Content including the Video Licencing Fee and Advertising Revenue.
Payment Terms means the payment terms set out in the Deal Terms.
Personal Data shall have the meaning set out in the Data Protection Legislation.
Personal Data Breach shall have the meaning set out in the Data Protection Legislation.
Processing and process shall, when used in the context of activity relevant to Data Protection Legislation, have the meaning set out in that Data Protection Legislation.
Revenue Share means (subject to the Deal Terms) a 50% share of Net Revenues payable to the User in relation to the Content.
Service/s the provision of the Website and other services provided by UVideo to the User in relation to the Content as set out herein.
Terms of Service means these Terms and Service for the use of the Website, as updated from time to time and found at: https://www.uvideo.ai/terms-of-service
Trade Mark means the registered or unregistered trade mark of the User as set out in the Deal Terms.
User means a legal person who uses the Website to upload Content including a Content Provider.
User Licence means the licence granted to the User to use the Services in accordance with clause 2.1.
Video Licencing Fee means those revenues derived from the video licencing fees charged by UVideo to its customers in relation to the Content.
Website means https://www.UVideo.ai or such other URL and mobile apps as may be used by UVideo from time to time.
Writing means any form or writing including, without limitation, email and electronic communications through the Website.
1.2. The following rules apply unless the context requires otherwise:
1.2.1. headings are only for convenience and do not affect interpretation;
1.2.2. the singular includes the plural and the opposite also applies;
1.2.3. if a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning;
1.2.4. a reference to a clause refers to clauses in these Terms of Service;
1.2.5. a reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; and.
1.2.6. mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
2.1. UVideo agrees with effect from the date of registration of your Account and in consideration of the Revenue Share to grant the User a licence to use the Services on a non-exclusive, non-transferable basis upon the terms and conditions of these Terms of Service (the “User Licence”).
2.2. The User Licence shall be ongoing unless and until terminated in accordance with these Terms of Service (the Licence Term).
2.3. UVideo may suspend any Account or restrict the access of any User that breaches these Terms of Service at any time and without notice.
2.4. These Terms of Service may be updated by UVideo from time to time and subject to clause 2.4 will be binding on the User immediately on updating.
2.5. Where UVideo makes a material modification to these Terms of Service, it will provide Users with written notice and you will be required to accept the modified terms in order to continue using the Services.
Use of the Services
3.1. At all times, as a User you agree:
3.1.1. to use the Website and Services in accordance with these Terms of Service; and
3.1.2. that you are authorised to establish and maintain your Account on the Website.
3.2. You acknowledge that:
3.2.1. access to the Services may be prevented by issues outside of UVideo’s control; and
3.2.2. UVideo accepts no responsibility for your ongoing access to the Services (or lack thereof).
3.3. You confirm that you are either 18 years old or older and are fully able and competent to enter into these Terms of Service and to abide by and comply with these Terms of Service.
3.4. To use the Services, you must first create and log into your Account via the Website.
3.5. You are solely responsible for the security of your username and password for access to the Services. You must notify the UVideo immediately if you become aware of any unauthorised access of your Account.
3.6. You are expressly prohibited from using any other User’s Account without our permission.
3.7. In creating your Account, you represent and warrant that all the information you provide is accurate and complete, and you will notify us as soon as reasonably possible if such information changes. You are solely responsible for any activity occurring on your Account.
3.8. UVideo accepts no liability for your losses caused by any unauthorized use of your Account; however, you may be liable for losses incurred by UVideo or other third parties due to such unauthorized use.
3.9. If agreed in the Deal Terms, you will appear as “UVideo Content Partner” on the Website in relation to any Content you submit to the Website. UVideo accepts no liability whatsoever if you are identified or identifiable from any Content you submit to the Website.
3.10. If agreed in the Deal Terms, your Trade Mark will be featured with the Content if provided to us in the format required by us. You grant to UVideo the right to include your Trade Mark with the Content and indemnify us from all and any liability in relation to such use.
USER WARRANTIES AND OBLIGATIONS
4.1. You may upload Content to the Website in accordance with the Content Obligations (if any) and these Terms of Service.
4.2. By submitting your Content you warrant, represent and undertake that the Content:
4.2.1. is your own original work or that you have obtained all the necessary rights to grant the licence described in clause 4 of these Standard Terms of Service;
4.2.2. was not produced by you in the course of your employment by another person or organization;
4.2.3. does not infringe upon any statutory copyright or upon any common law right, proprietary right, or any other similar right of any third party;
4.2.4. does not violate any law, or code of practice, including by the manner in which it was obtained or created;
4.2.5. is not illegal, threatening, libellous, defamatory, pornographic or obscene;
4.2.6. was not taken by any hidden, surreptitious or illegal means or any other method that violates another person's privacy or publicity rights;
4.2.7. is accurate, genuine and does not depict any event staged for the purpose of making the submission; any derogations from this warranty will only apply if the Content is clearly defined as staged/promotional in the ‘description details” provided by the Content Provider.
4.2.8. where it includes images of children under age 16, the images have been obtained with the consent (in writing) of a relevant parent or carer adult; and
4.2.9. is not subject to any other contract, agreement or license which would conflict with the rights granted to UVideo.
4.2.10. It is clear of any watermarking, branding or any other form of logo or identifying mark of origin/trading name;
4.2.11. any Trade Mark submitted to us is registered by you and there are no disputes or challenges existing or contemplated in relation to the Trade marks; and
4.2.12. any music or soundtrack on the Content is royalty free.
4.3. We reserve the right to immediately remove any Content without notice that is in breach of the warranties in clause 4.2.
4.4. In relation to the Content you agree to comply with the principles enunciated in the Editors' Code of Practice from time to time, as issued by the Independent Press Standards Organisation (IPSO): https://www.ipso.co.uk/editors-code-of-practice.
4.5. In the event of any breach of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, UVideo will have the right to immediately suspend your Account and any related Services if deemed reasonably necessary by us to protect the proper interests of UVideo or its other Users. If practicable and depending on the nature of the breach, we may (in our absolute discretion) give you an opportunity to cure the breach. In such case once you have cured the breach, we will promptly restore your Account or Services.
4.6. You will provide all such assistance, facilities and information to UVideo as we may reasonably require in order to enable us to carry out our obligations under these Terms of Service.
5.1. UVideo does not endorse any Content or any opinion, recommendation, or advice expressed therein, and UVideo expressly disclaims any and all liability in connection with any Content submitted to and published on the Website.
5.2. UVideo does not permit copyright infringing activities and/or infringement of intellectual property rights on its Website, and UVideo will remove all Content if properly notified that such Content infringes another's intellectual property rights. This is at UVideo's sole discretion, and UVideo reserves the right to remove such Content without any prior notice.
6.1. You hereby grant us the exclusive (unless otherwise agreed in the Deal Terms) licence during the Licence Term to access your Content through the Website, and to use, reproduce, distribute, display and perform and sublicense to distributors, resellers and end users on a global basis, such Content as permitted in accordance with these Terms of Service. (“Content Licence”). For the avoidance of doubt the Content Licence includes the right to use the Content in any media for any purpose which may include, amongst others, advertising, promotion, marketing and packaging for any product or service and combining the Content with other images, text, graphics, film, audio, audio-visual works and may be cropped, altered or modified.
6.2. The Content Licence will continue until such time as:
6.2.1. you request (via your Account) the removal or deletion of your Content from the Website on a single video-by-video basis; or
6.2.2. in relation to all of your Content if you terminate the Content Licence by notice in writing, in each case by giving thirty (30) days’ notice (“Notice Period”).
6.3. We may remove your Content or terminate your Account for any reason in accordance with these Terms of Service, in which case termination of the User Licence and the Content Licence is effective immediately,
6.4. Removal of Content from the Website, termination of your Account or the Content Licence for whatever reason shall not affect the validity of any sub-license granted by UVideo in relation to the Content prior to the removal of that Content or termination in accordance with clauses 6.2 or 6.3.
6.5. Following the Notice Period UVideo will not grant any further licences nor make any new postings of and in relation to the applicable Content and shall use reasonable endeavours to remove the Content from the Website provided that:
6.5.1. Any sub-licenses granted pursuant to these Terms of Service shall continue for the term of the licence term set out therein;
6.5.2. UVideo shall have the ongoing non-exclusive right for the Content to be accessible via any means which are granted prior to such time, including to all third party licensees and existing postings on third party and UVideo social media platforms/channels; and
6.5.3. if UVideo is collecting revenue/claiming copyright on behalf of your own Content then it shall continue to do so until the copyright claim is challenged (which UVideo shall not contest), provided that in all instances UVideo continues to make payment of your Revenue Share derived from the same to your Account.
6.6. In the event of any of the circumstances in 6.2 or 6.3 occurring, the relevant Content will cease to be displayed on the Website but shall not be permanently deleted by UVideo until the latest of the termination of the Content Licence and expiry of any sub-licence in relation to the Content (“De-statused Content”),
7.1. You expressly accept and acknowledge that you are entirely responsible for any Content that you submit to the Website and any Trade Mark you provide to us for inclusion with your Content. It is your responsibility to evaluate (or take professional advice on) the accuracy and completeness of all information, statements, opinions and other Content contained in any Content you submit to the Website and you shall indemnify UVideo from and against all claims, demands, actions, proceedings, costs, damages, losses and expenses, which shall include reasonable outside legal costs, expenses and VAT or other applicable sales tax whether suffered or incurred directly or reasonably foreseeable by UVideo or any compensation paid by UVideo to any third party arising directly out of any breach of your warranties and agreements.
7.2. You authorise UVideo to institute and defend proceedings and to do all acts as UVideo may reasonably deem necessary to protect its licence of rights in the Content and to recover damages for any infringement of the same.
7.3. You indemnify UVideo against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with your Content or the Trade Marks.
7.4. If any third party makes a claim, or notifies an intention to make a claim, against us which may reasonably be considered likely to give rise to a liability under this indemnity (a Claim), we shall:
7.4.1. as soon as reasonably practicable, give written notice of the Claim to you, specifying the nature of the Claim in reasonable detail;
7.4.2. not make any admission of liability, agreement or compromise in relation to the Claim without your prior written consent (such consent not to be unreasonably conditioned, withheld or delayed);
7.4.3. give you and your professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of UVideo, so as to enable you and your professional advisers to examine them and to take copies (at your expense) for the purpose of assessing the Claim; and
7.4.4. subject to you providing security us to our reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action you may reasonably request to avoid, dispute, compromise or defend the Claim.
7.5. UVideo will indemnify you from and against all claims, demands, actions, proceedings, costs, damages, losses and expenses, which shall include reasonable outside legal costs, expenses and VAT whether suffered or incurred directly or reasonably foreseeable by you or any compensation paid by you to any third party arising directly out of any material breach of the warranties in clause 9.3.
UVideo ACCOUNT TERMINATION POLICY
8.1. Subject to clause 6.6 and clause 8.2 you may close your Account at any time by emailing email@example.com. The User Licence will terminate in accordance with clause 6.2 and your Account will be closed on or shortly after receipt of your request to close your Account.
8.2. Where a minimum term has been agreed (and stated in the Deal Terms), if you give notice to close your Account, the User Licence will terminate at the expiry of the minimum term.
8.3. UVideo may terminate a User's access to its Website if, in its sole discretion, it determines that User to be a perceived, serious, or repeat infringer of the Terms of Service, or for any other reason whatsoever.
8.4. UVideo reserves the right to decide whether Content submitted by any User is appropriate and complies with these Terms of Service for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory Content, breach of privacy or other breach of an individual's rights. UVideo may remove such Content and/or terminate a User's access for uploading such Content in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
8.5. Additionally, if UVideo receives 2 or more copyright issues/complaints (i.e. a “strike”/ formal copyright complaint from any social channel)) in relation to the Content within the span of 3 months, then your Account will be temporarily deactivated, pending review by UVideo. It is at UVideo’s sole discretion as to whether the Account will be reactivated or remain deactivated on a permanent basis. UVideo decision if final and no correspondence will be entered into.
9.1. UVideo will use its reasonable endeavours to ensure that the Website will be available during Business Hours save where otherwise expressly provided for by this Agreement.
9.2. Outages or interruptions to the Services may be made by us when in its reasonable opinion they are necessary to facilitate improvements to or maintenance of the Website. We will use reasonable endeavours to minimise the outages or interruptions to the Services.
9.3. UVideo warrants to and undertakes with the User that UVideo:
9.3.1. Will operate the Website and the Services in accordance with Applicable Laws;
9.3.2. Will use reasonable efforts to provide the Services and to exercise reasonable care and skill and in accordance with these Terms of Service;
9.3.3. has full right power and authority to provide the Services to the User in accordance with these Terms of Service;
9.3.4. has all requisite registrations under UK Data Protection Legislation and will maintain such registrations throughout the Licence Term and will comply with the provisions of such legislation; and
9.3.5. will at all times comply with Data Protection Legislation.
9.4. Except for the express warranties set forth in clause 9.3, the Services are provided on an “as is” basis, and the User’s use of the Services is at its own risk. UVideo does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. UVideo does not warrant that the Services will be uninterrupted, error-free, or completely secure.
9.5. UVideo does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Internet (or portions thereof). Although UVideo will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, UVideo cannot guarantee that such events will not occur.
PAYMENT TERMS AND TAX
10.1. UVideo will pay the Revenue Share to the User in accordance with the Payment Terms and these Terms of Service.
10.2. Where Revenue Share payments to the User are payable, payment will be attempted in accordance with the Payment Terms to the account details you have provided to us. If for any reason the payment is not successful, UVideo may contact you to request verification of your account details but shall not be liable for failure to make payments to you if you do not respond to such request or we are unable to make payment for any other reason. In the event your payment is unsuccessful, regardless of whether UVideo has been able to contact you to verify your account details, you will have 18 months to update your details and to contact UVideo so that we can re-submit payment. If you do not contact us to re-arrange payment the payment and any liability for it will expire at the end of this 18 month period.
10.3. If a dispute arises in relation to the payment of the Revenue Share, UVideo reserves the right to withhold payment of the disputed amounts until the dispute is resolved in accordance with clause 15 (Dispute Resolution). The Content in relation to the dispute shall be De-statused pending resolution of the dispute.
10.4. UVideo reserves the right to withhold payment of Revenue Share after termination of this Agreement where we have incurred costs in relation to licence fees or other copyright clearance costs and to deduct such fees from the Revenue Share before accounting to the User.
10.5. Subject to clause 10.1 to 10.3, Revenue Share that becomes payable after termination of your Account or this Agreement shall be payable notwithstanding such termination.
10.6. Where applicable and or set out in the Deal Terms, VAT and any other applicable sales tax or duty, shall be payable by UVideo in addition to the Revenue Share.
10.7. You are responsible for paying all personal or corporate taxes which arise in connection with Revenue Share and you hereby fully indemnify UVideo in respect of any failure to do so. UVideo reserves the right to withhold payments to you If required to do so by Applicable Law.
Intellectual property Rights
11.1. Copyright in any Content you submit to the Website will remain with you, subject to the Content License granted under these Terms of Service.
11.2. You agree and accepts that the Website is, and shall remain, the Intellectual Property of UVideo (or its licensors) and you undertake not to directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in or underpinning the Website or any documentation associated therewith.
11.3. Without prejudice to your rights in your Content, the parties hereby agree that the User shall not acquire any Intellectual Property Rights whatsoever in respect of the Website, documentation and other materials used by User in connection with or related to the provision of the Services hereunder.
12.1. In addition to our rights under clause 8 of these Terms of Service, if a User commits an Act of Default then we may suspend the Account without notice and this Agreement shall be deemed terminated.
12.2. For the purposes of this clause 12, the following events shall be deemed “Acts of Default”:
12.2.1. if a party commits any material breach of any term of these Terms of Service and which, in the case of a breach capable of being remedied, shall not have been remedied within 30 days of a written request by the other party to remedy the same;
12.2.2. for the purposes of clause 10.2, breach of the following clauses shall, inter alia, be a material breach of these Terms of Service: clauses 4.2 (Warranties), and clauses 8.2 and 8.4.
12.2.3. if a party shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with or assignment for the benefit of its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrative receiver, administrator or liquidator or similar officer is appointed in respect of the other party or all or any part of its business or assets or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction) or if any analogous step is taken in any jurisdiction.
12.3. Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such.
12.4. On termination for any reason the User Licence will terminate immediately and the User’s Content will be deemed De-statused after 30 days from termination. Following termination we will cease to grant sub-licences of your Content in accordance with clause 6.1 but any sub-licences granted prior to such termination shall continue in force for the term of that sub-licence and Revenue Share shall accrue and be payable in accordance with clause 10.1.
Third party dependencies
13.1. The User acknowledges that the Website is dependent on third-party services, including but not limited to:
(1.1.a) telecommunications services;
(1.1.b) hosting services;
(1.1.c) email services; and
(1.1.d) analytics services.
13.2. The User acknowledges that UVideo shall not be responsible or liable in any way for:
(1.1.e) interruptions to the availability of the Services due to third-party services;
(1.1.f) payment delays due to third-party services; and/or
(1.1.g) information contained on any linked third-party website.
14.1. To the fullest extent permissible at law, in no circumstances will UVideo be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Services, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not such damage or business interruption was foreseeable by either party.
14.2. To the extent not excluded by clause 14.1 or otherwise, the total aggregate liability of UVideo to the User, whether in contract, tort (including negligence) or otherwise shall in no circumstances exceed the Net Revenue in relation to the User’s Content received by UVideo in the 12 months preceding the event that gave rise to the action.
14.3. The exclusions in Clause 14.1 shall apply to the fullest extent permissible at law but UVideo does not exclude liability for:
14.3.1. death or personal injury caused by the negligence of UVideo, its officers, employees, contractors or agents; or
14.3.2. fraud or fraudulent misrepresentation; or
14.3.3. breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or
14.3.4. any other liability which cannot be excluded by law.
14.4. UVideo shall not be liable for any loss or damage of whatsoever nature suffered by the User arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the User or arising from any cause beyond our reasonable control.
14.5. The User accepts that UVideo is in no way liable for any virus or other contaminants which enter the User's email system or computer network via email.
15.1. If any dispute arises between UVideo and a User in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
15.1.1. includes or is accompanied by full and detailed particulars of the Dispute; and
15.1.2. is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
15.2. Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute and notify UVideo of the outcome.
15.3. If the Dispute is not resolved by the process set out in clause 15.2, the Dispute shall be referred and finally resolved by arbitration under the Vietnam International Arbitration Centre (VIAC), which Rules are deemed to be incorporate by reference into this clause 15.3. The number of arbitrators shall be one, the seat or legal place of arbitration shall be London and the language to be used in the arbitral proceedings shall be English.
16.1. The User and UVideo agree to:
16.1.1. comply with all applicable laws, regulations, mandatory codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 (Relevant Requirements);
16.1.2. have and maintain in place throughout the term of these Terms of Service their own policies and procedures where required, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and to enforce them where appropriate;
16.2. Any breach of this Clause 16 shall be deemed a material breach of these Terms of Service.
18.1. The parties shall comply with all applicable requirements of the Data Protection Legislation. This clause 18 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
18.2. The parties agree that for the purposes of the Data Protection Legislation the User shall be the Data Controller and UVideo shall be the Data Processor in respect of any Personal Data which is transferred from the User to UVideo in accordance with these Terms of Service. Such Personal Data may include information relating to the customers and employees of the User, as they may be inputted into, or processed in the course of, the provision of the Services by UVideo. Such processing shall take place during the provision of the Services by UVideo.
18.3. The User consents to UVideo appointing third party processors to process the Personal Data under these Terms of Service. Where UVideo appoints a third party to process Personal Data it shall only use Data Processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing meets the requirements of the Data Protection Legislation and ensures the protection of the rights of Data Subjects.
18.4. UVideo shall:
18.4.1. only process the Personal Data of Users for the performance of its obligations pursuant to these Terms of Service and/or in accordance with the written instructions of the User unless otherwise required by the laws to which UVideo is subject; in such a case, UVideo shall inform the User of that legal requirement before processing, unless that law prohibits such disclosure from being made;
18.4.2. ensure that its personnel with access to the Personal Data are subject to a strict duty of confidentiality or are under an appropriate statutory obligation of confidentiality;
18.4.3. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, having regard to the state of technological developments and the costs of implementing any measures;
18.4.4. ensure that, where it does engage with a third party processor in accordance with clause 18.3, it will enter into a written agreement incorporating substantially similar data protection obligations set out in these Terms of Service;
18.4.5. assist the User to the extent reasonably required, in responding to any request from any Data Subject which concerns the exercise of that Data Subject’s right under the Data Protection Legislation (subject to the reimbursement by the User of all costs reasonably incurred in the course of the same);
18.4.6. assist in ensuring compliance with the User’s obligations under Article 32 to 36 of the Data Protection Legislation, including in respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, (subject to the reimbursement by the User of all costs reasonably incurred in the course of the same);
18.4.7. notify the User without undue delay after becoming aware of any relevant Personal Data Breach;
18.4.8. at the written instruction of the User securely delete or return all Personal Data and copies thereof to the User on termination of these Terms of Service unless the applicable law requires storage of that Personal Data;
18.4.9. maintain records of all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and grant the User and its auditors access to UVideo’s processing facilities to conduct audits and inspections (subject to the reimbursement by the User of all costs reasonably incurred in the course of the same); and
18.4.10. immediately inform the User if, in its opinion, any instruction given by the User infringes the Data Protection Legislation or any other applicable data protection provisions.
Data Protection Indemnity
19.1. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations pursuant to clause 18. In order to avail itself of this indemnity the claiming party must: promptly notify the indemnifier of any relevant claim of which the indemnified party becomes aware; not make any admission of liability or offer to settle in respect of any relevant claim without the prior written permission of the indemnifier; grant the indemnifier full control of all relevant proceedings on request, and; provide the indemnifier with such assistance in dealing with such claims as it may reasonably request.
19.2. The parties acknowledge that to the extent that either party is a Data Processor pursuant to these Terms of Service it will be reliant on the other, the Data Controller, for direction as to the extent to which the Data Processor is entitled to use and process the relevant Personal Data. Consequently, the Data Processor will not be liable to the Data Controller for any claim brought by a Data Subject arising from any action or omission by the Data Processor, to the extent that such action or omission resulted directly from the Data Controller's instructions.
19.3. Subject to and in accordance with Data Protection Legislation, the User consents to UVideo collecting data about User’s use of the Services and to it providing such data to any governmental or regulatory body in any fashion that it is required to do in order to comply with any applicable law and regulations.
Electronic Communication, Amendment & Assignment
20.1. The User can direct notices, enquiries, complaints and so forth to UVideo as set out in these Terms of Service. UVideo will notify the User of any change of contact details from time to time.
20.2. UVideo will send the User notices and other correspondence to the details that the User submits to UVideo, or that the User notifies to UVideo from time to time. It is the User’s responsibility to update its contact details as they change.
20.3. A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered by law.
20.4. Notices must be sent to the parties’ most recent known contact details.
21.1. Assignment. UVideo may assign, novate or permit to be taken as security the whole or any part of this Agreement or any benefit or interest in or under this Agreement without the requirement of notice to or consent of User. The User shall not assign, novate or permit to be taken as security the whole or any part of this Agreement or any benefit or interest in or under this Agreement without the prior consent of UVideo.
21.2. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.
21.3. Relationship. The relationship of the parties to this Agreement does not constitute a joint venture, agency or partnership.
21.4. Third Party Rights. No term of these Terms of Service is intended to confer a benefit on or to be enforceable by, any person who is not a party to these Terms of Service and the Contract (Rights of Third Parties) Act 1999 does not apply to these Terms of Service.
21.5. Waiver. No infringement of these Terms of Service will be deemed waived unless such waiver is provided in writing.
21.6. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service.
21.7. Governing Law.
Subject to clause 15,
21.7.1. these Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
21.7.2. each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of Service or its subject matter or formation.
21.8. Time. Time is of the essence in these Terms of Service.
21.9. Severability. Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.
THIS IS THE END OF THE TERMS AND CONDITIONS
Terms of Service last updated December 2019.