FLVio Limited (the “Company”) provides a video de-encode, re-encode, storage and delivery mechanism as a web service (the “Service”) for web-site operators (the “Client”) to enable the uploading and display of video content (the “User Content”) on the Client’s own web-site(s) by the Client’s users (the “User”).

 

Clients whose application to use the Service has been approved, will receive an account id and password. By accessing the account using your password, the Client agrees to be bound by the following terms and conditions for use of the Service.

 

1. USE OF THE SERVICE

 

1.1 The Client shall only use the Service in accordance with the Company’s instructions from time to time. In particular, the Client may only use the Service to support the upload and serving of video content on the Client’s own web-site(s). The use of the Service to support any other web-site(s) is strictly prohibited. Similarly, the Client may not resell the Service nor act as an Agent of the Service.

 

1.2 The Client is solely responsible for any transactions of any kind entered into between the Client and Users or any other third parties accessing or acting in reliance on the Service. The Company will not be a party to or in any way responsible for any transaction between the Client and a User or other third party.

 

1.3 The parties agree to: (a) keep secure all information relating to Users; and (b) keep personal data or other information subject to European, UK, or other applicable Data Protection legislation in accordance with all applicable Data Protection and privacy requirements (of whatever jurisdiction) and not use or disclose such information for any unlawful purpose.

 

1.4 THE CLIENT SHALL NOT MODIFY, TAMPER OR IN ANY WAY INTERFERE WITH OR ATTEMPT TO REVERSE ENGINEER, DECOMPILE, OR DISASSEMBLE THE SERVICE OR THE SOURCE SOFTWARE AND COMPILED CODE INVOLVED IN THE SERVICE.

 

1.5 The Client may not use the Service to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.

 

1.6 When registering with FLVio the Client agrees to provide true, accurate, current and complete information about the Client as prompted by the Service’s registration form. The Client may not misrepresent their identity or impersonate any person. If the Client provides any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate the Client’s account and refuse any and all current or future use of the Services (or any portion thereof).

 

1.7 The Client shall be obliged to display a FLVio name and logo on their site(s), the placement and positioning of which shall be agreed by the parties, agreement not to be unreasonably withheld. The Client shall not make any alterations to the name or logo, nor shall the Client make any other use of the name or logo save as authorised under this Agreement

 

2. INTELLECTUAL PROPERTY

 

2.1 All Intellectual Property Rights in respect of the Service shall remain the sole property of the Company or its licensors. The Client shall have a license to use the same for the term of this Agreement only.

 

2.2 The Company shall retain all right, title to and interest in the Intellectual Property Rights that the Company owns at the time of the signing of this Agreement which will continue unaltered thereafter and no activity or development resulting from this Agreement will have any effect in this regard unless otherwise specifically agreed in writing between the two parties.

 

3. USER CONTENT

 

3.1 User Content is not routinely reviewed by the Company and the Company hereby disclaims all responsibility for the content of all User Content which shall remain the responsibility of the Client at all times.

 

3.2 The Company shall have the right, but not the obligation, to refuse, reject, remove or delete all User Content that the Company, in its sole discretion, deems:

 

3.2.1 to be possibly infringing any applicable laws, regulations or third party rights (such as, for example, material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party intellectual property rights).

 

 

3.2.2 to be inconsistent with the Company’s strategic mission and vision (including but not limited to content that contains undesirable images of or links or references to tobacco and alcohol products, gambling, profanity, violence or prejudicial content); or

3.2.3 that it may subject the Company to expense or liability.

 

3.3 You acknowledge and agree that the Company shall not assume or have any liability for any action or inaction by the Company with respect to any User Content. 

 

4. WARRANTIES

 

4.1 The Company makes no warranties, express or implied, as to the merchantability or fitness for particular purpose of the Service as marketed and sold by the Company and all implied warranties are hereby disclaimed. In no event shall the Company be liable for special, consequential, exemplary or indirect damages, incidental or consequential loss or damages or for ‘lost profits’ even if advised of the possibility thereof in relation to any claim relating to the products and services of the Company.

 

4.2 Specifically, the Company provides no warranty for:

 

4.2.1 the quality of the video files provided by the Company as part of the Service, or

 

4.2.2 the loss of service including the ability to receive, encode, store and deliver; or

 

4.2.3 the loss of User Content or reporting information about the use of User Content.

 

 

5. LIMITATION OF LIABILITY

 

5.1 The Company's liability to the Client in relation to this Agreement is limited to the total sum of monies paid by the Client to the Company during the previous 3-month’s use of the Service.

 

6. CHARGES

 

6.1 The Client shall be bound to pay the charges as notified to the Client by the Company.

 

6.2 The Client agrees to pay correctly submitted invoices within 30-days of the date of the invoice.

 

6.3 The Company shall have the right to change charging structure by giving the Client 90-days notice of such change.

 

7. TERM AND TERMINATION

 

7.1 The term of the Agreement shall be for a 12-month period starting on the date that the Client first accessed their account. The Agreement shall automatically renew on the anniversary of the commencement of the Agreement unless either party issues written notice to cancel to the other party.

7.2 Either party may terminate this Agreement at any time giving a minimum of 90-days notice to the other in writing.

 

7.3 Upon termination, Company shall delete and remove all User Content from the Service within 20-days. Client shall either delete or return any documentation provided by  the Company relating to the Service.

 

7.4 Each party’s further rights and obligations cease immediately on termination of this Agreement but termination does not affect a party’s accrued rights and obligations at the date of termination.

 

8. ASSIGNMENT and CHANGE CONTROL

 

8.1. Neither party will assign, resell, sublease or in any other way transfer any of its rights or obligations under the terms of this Agreement without the prior written consent of the other party.

 

9. MISCELLANEOUS

 

9.1 No person or undertaking that is not a party to this Agreement shall have any right under the Agreements (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement.

 

9.2 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind or as constituting either party as the agent of the other party for any purpose whatsoever or as creating the relationship of employer and employee between the parties. No party shall have the authority to bind the other party or to Agreement in the name of, or create a liability against, the other party in any way or for any purpose.

 

9.3 If any part of this Agreement is found to be illegal, invalid or unenforceable by any court of competent jurisdiction such illegality, invalidity or unenforceability shall not affect the other provisions of this Agreement and such other provisions shall remain in full force and effect.

 

9.4 No delay or failure by either party to exercise any of its power’s rights or remedies under this Agreement will prevent a further or later exercise of such powers, rights or remedies. No waiver of any provision of this Agreement shall be affected unless it is made in writing.

 

9.5 This Agreement represents the entire agreement between the parties and no representations, statements or inducements; oral or written, not contained herein shall bind either party.

 

9.6 Both parties shall comply with their obligations under the Data Protection Act.

 

9.7 This Agreement is governed by and shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.