TERMS OF SERVICE


THESE TERMS AND CONDITIONS (“TERMS") SET OUT THE TERMS ON WHICH GOODVID.IO LTD (“GOODVID.IO”, “US”, “WE”, “OUR”) PROVIDE YOU (“YOU”, “YOUR”, “CUSTOMER”) WITH ACCESS TO THE GOODVIDIO SOFTWARE SERVICE AT WWW.GOODVID.IO (“WEBSITE"). PLEASE READ THESE TERMS CAREFULLY AND ENSURE THAT YOU HAVE UNDERSTOOD THEM. BY CLICKING ON THE BUTTON MARKED “I AGREE” OR BY SIGNING AN ORDER FORM YOU WARRANT THAT YOU UNDERSTAND AND ACCEPT THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ACTING AS AN EMPLOYEE, YOU WARRANT THAT YOU ARE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOUR EMPLOYER. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE CEASE USE OF THE WEBSITE IMMEDIATELY.

YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.

 

1. DEFINITIONS

“Account” means a User’s individual Login Details, allocated by us and permitting the User to access and Use the Service;

“Administrator User” means your nominated User to have full administrative access to the Service;

“Contract” means the contract between us and you for provision of the Service, based on a Subscription, and which incorporates these Terms, and either: (i) an Online Registration Form; or (ii) an Order Form (as applicable);

"Customer Material" means any and all text, data, documents, multimedia files, links to online resources, and any other information or material whatsoever (in any format) submitted by you or the Users to the Service, excluding Submitted Video;

“Discovered Video” means online video content that the Service has discovered by carrying out online searches pursuant to a User’s instructions, such online video content having been made available by the content owner or licensor (as applicable) through online video sharing platforms which facilitate royalty-free re-sharing of the content on third-party sites through a link and an embedded video player;

"Fee" means the non-refundable fee payable by you on an annual or monthly basis for use of the Service as specified in the Order Form or the Online Registration Form;

“Gallery” means the relevant section of your web pages on your website you have instructed the Service to display embedded Online Video;

“Intellectual Property Rights” means all intellectual property rights including without limitation, performer’s reproduction rights, performer’s distribution rights, performer’s rental rights and performer’s lending rights (collectively referred to as “Performer’s Property Rights”), patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or register able and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

“Network” means the electronic communications network used by us to provide the Service;

“Online Video” means together the Submitted Video and any Discovered Video;

“Online Registration Form” means any online form completed and submitted by you through the Website and referencing these Terms;

“Order Form” means any order form signed by us and you and referencing these Terms;

“Period” means one (1) month or one (1) year, as selected by you at the time of submission of your Online Registration Form, or as set out in the Order Form;

“Profile” means the information held by us in relation to any User, such information having been provided to us by you;

“Login Details” means the unique username and password provided to each User invited to access the Service;

“Service” means the online video curation software service made available by us to you through the Website;

“Submitted Video” means online video content that you or a User has submitted to the Service, such online video content having been made available by the content owner or licensor (as applicable) through online video sharing platforms which facilitate royalty-free re-sharing of the content on third-party sites through a link and an embedded video player;

“Subscription” means the subscription to Use the Service made available from time to time and selected by you at the time of registration with an Online Registration Form or detailed in the Order Form;

“Use” means having access to the Service for your organisation’s own internal business purposes only and in accordance with the rights and restrictions applicable to your selected Subscription; and

“User” means an individual employee of your organisation who you have permitted to use the Service and who has been given an Account.

 

2. INFORMATION ABOUT GOODVID.IO AND THE SERVICE

2.1 The Service and Website are owned and managed by GOODVID.IO LTD, a company registered in United Kingdom with company number 09023712 and having its registered address at The Enterprise Zone, 210 Portobello, Sheffield, S1 4AE, United Kingdom.

2.2 THE SERVICE WAS DEVELOPED BY GOODVID.IO TO FACILITATE THE CURATION OF ONLINE VIDEO ACCORDING TO AN ORGANISATION’S PARTICULAR REQUIREMENTS FOR THE PURPOSE OF FRAMING OR EMBEDDING ONTO AN ORGANISATION’S OWN WEBSITE. YOU ACKNOWLEDGE THAT GOODVID.IO DOES NOT OWN OR HAVE A LICENCE TO ANY ONLINE VIDEO CONTENT CURATED THROUGH THE SERVICE. ALL INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT REMAIN WITH THE OWNERS AND ANY OTHER USE OF THE CONTENT REMAINS SUBJECT TO THEIR PRIOR CONSENT.

 

3. REGISTRATION

3.1 In order to access and Use the Service and permit Users to Use the Service, you shall be required to either: (i) execute an Order Form; or (ii) submit an Online Registration Form through the Website. By completing the Order Form or Online Registration Form (as applicable), you consent to us conducting verification and security procedures in respect of the information provided.

3.2 As part of the registration process, you will be asked to nominate an individual as the Administrator User. Following execution of the Order Form or submission of the Online Registration Form on the Website, the Administrator User shall be sent an email (“Confirmation Email”) confirming your registration with us and Login Details for the nominated Administrator User.

3.3 Upon confirmation of your registration, the Administrator User will have use of all the features and functionality of the Service, including the ability to add Users by creating User Accounts and allocating Login Details.

3.4 You hereby warrant that the information provided by you and any User to us is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.

3.5 You shall keep your Profile and any Login Details and procure that any User shall keep their own Login Details, confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your and any User’s Login Details and suspend your access and any User’s access to the Service and/or the Website in the event we have any reason to believe that you or any User have breached any of the provisions set out herein.

 

4. FORMATION AND TERMINATION OF YOUR CONTRACT

4.1 Your Contract with us shall commence on the date we send your registration Confirmation Email. Unless otherwise set out in an Order Form, your Contract shall continue for the relevant Period and shall automatically renew for terms of equivalent Periods, unless terminated by you or us in accordance with these Terms.

4.2 Unless otherwise set out in an Order Form to the contrary, you may terminate your Contract with us at any time by providing notice in writing or by e-mail sent to the postal or e-mail address provided at clause 16, such notice to expire at the end of the Period in which we received your notice to terminate.

4.3 We may terminate your Contract and Use of the Service at any time by providing you with no less than thirty (30) days prior written notice. Where we have terminated your Contract in accordance with this clause 4.3, we shall provide you with a pro-rata refund of any Fee paid by you in advance and representing the period from the effective date of termination to the end of the Period for which a Fee was paid.

4.4 We may suspend or terminate your access and Use of the Service immediately on notice to you in the event that:

4.4.1 third party services and network providers cease to make the third party service or network available to us;

4.4.2 you fail to comply with one or more of these Terms;

4.4.3 we believe that there has been fraudulent use, misuse or abuse of features and functionalities of the Service (in whole or in part); or

4.4.4 we believe that you have provided us with any false, inaccurate or misleading information.

4.5 Upon termination of your Contract with us in accordance with this clause 4, your and any User’s access to the Website and the Service shall cease, any Online Video and Customer Material will no longer be accessible and any Gallery will no longer be displayed through the Service.

 

5. ACCESS TO THE SERVICE AND SUPPORT

5.1 In consideration for payment of the applicable Fees, we hereby grant to you a non-exclusive, non-transferable (without a right to sub-licence) licence to access and Use, and permit Users to access and Use, the Service for the duration of your Contract. You acknowledge that you shall be responsible for all Use of the Service by Users and shall ensure that these Terms are brought to the attention of all Users. You shall be liable for breach of these Terms by a User as if it were a breach by you.

5.2 We shall use reasonable endeavours to make the Service available to you and the Users at all times, but we cannot guarantee an uninterrupted or fault free service.

5.3 Our ability to provide the Service may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your personal computer, operating system and the number of other users logging onto the Website, server and/or Network at the same time. We shall take reasonable action to minimise the disruption caused by such circumstances but you acknowledge, agree and accept that some such interruptions may not be avoidable.

5.4 The Network is not controlled by us and may from time to time be upgraded, modified, subject to maintenance work or otherwise amended by the owner of the Network. Such circumstances may result in the Service being temporarily unavailable. We will take reasonable action to minimise the disruption caused by such circumstances, but some such interruptions may not be avoidable.

5.5 We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by our Service. However, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content.

5.6 We reserve the right to make changes to the Service or part thereof, from time to time at our sole discretion, and we may from time to time update, add, remove, modify and/or vary any elements of features and functionalities of the Service.

5.7 We offer support services between 9am – 5pm, UK time, Monday to Friday (excluding UK bank and public holidays) for the duration of your Contract in respect of your Use of the Service, which comprises of:

5.7.1 advice on access and Use of the Service; and

5.7.2 diagnosis of interruptions to the Service (“Fault”),

        in each case either through the Service or by e-mail.

5.8 Provision of support is subject to you or any User providing a clear and accurate description of any Fault requiring support, including the circumstances in which it arose, the area of the Service to which the Fault relates and any other information reasonably required by us to remedy the Fault.

5.9 Subject to receiving a description in accordance with clause 5.8 above, we shall use our reasonable efforts to resolve the Faults within a reasonable time following receipt of your or a User’s request pursuant to clause 5.8.

5.10 The support detailed in this clause 5 shall not include the diagnosis and rectification of any Fault resulting from:

5.10.1 use of the Service other than in accordance with these Terms or the use of the Service for a purpose for which it was not designed;

5.10.2 a fault in your or a third party software, hardware or application or any upgrade in respect thereof; or

5.10.3 a fault in the equipment or in any other software operating in conjunction with or integrating with the Service.

 

6. YOUR OBLIGATIONS

6.1 You agree that you are solely responsible and liable for all your activities on the Website and Use of the Service. You shall be liable for any breach of these Terms by a User as if you had breached the Terms.

6.2 You shall promptly notify us in the event of a breach of security or any unauthorised Use of your Profile, Login Details or any User’s Login Details.

6.3 You are responsible for ensuring that any Submitted Video and/or Discovered Video embedded in a Gallery is not deemed to be offensive, illegal, inappropriate or that in any way:

6.3.1 promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

6.3.2 harasses or advocates harassment of another person;

6.3.3 displays pornographic or sexually explicit material;

6.3.4 promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;

6.3.5 promotes any illegal activities;

6.3.6 provides instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;

6.3.7 promotes or contain information that you know or believe to be inaccurate, false or misleading;

6.3.8 engages in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;

6.3.9 contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Website; or

6.3.10 infringes any Intellectual Property Rights or any other proprietary rights of any third party.

6.4 You hereby grant, and procure that any User grants, to us a non-exclusive worldwide licence to use the Customer Material and all other materials submitted by you or any User for the purpose of providing you and the Users with the Service and performing our obligations under these Terms.

6.5 You acknowledge that the Service does not verify the rights and restrictions applicable to any Online Video. You are solely responsible for checking the relevant licence rights and restrictions applicable to any Online Video. We shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any Online Video.

6.6 You warrant and represent that you own, are licensed or otherwise have a right to use any and all the Intellectual Property Rights in any Customer Material that you submit to the Service. You hereby indemnify and hold us harmless against all direct damages, losses, costs and expenses (including reasonable legal expenses) incurred or suffered by us arising out of or in connection with our use of any Customer Material.

6.7 You further agree that at all times, you shall, and procure that any User shall:

6.7.1 not use Login Details and/or your Profile (as applicable) with the intent of impersonating another individual;

6.7.2 not allow any other person to use your Login Details and/or Profile (as applicable);

6.7.3 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Service and the Website or in respect of the Network;

6.7.4 not use the Website and/or the Service, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;

6.7.5 not use any information obtained using the Service and/or the Website otherwise than in accordance with these Terms;

6.7.6 comply with all our instructions and policies from time to time in respect of the Website and your Use of the Service;

6.7.7 co-operate with any reasonable security or other checks or requests for information made by us from time to time; and

6.7.8 use the information made available to you using the Service and on the Website at your own risk.

6.8 In the event that You or any User breach any of the terms in this clause 6, or we in our sole and absolute discretion, reasonably suspect that you or any User have breached any of the terms set out in this clause 6, we reserve the right to take any action that we deem to be necessary, including without limitation, the termination of your Contract forthwith and without notice.

 

7. FEES AND PAYMENT

7.1 The Fees are based on the type of Subscription you have selected at the time of registration with an Online Registration Form or as set out in an Order Form. All Fees are payable monthly or annually in advance (as selected at the time of registration with the Online Registration Form or as specified in the Order Form) and are non-refundable, unless specified to the contrary in the Order Form.

7.2 Your Subscription shall continue for the Period and automatically renew at the end of each Period. In order to automatically renew your Subscription, we shall automatically charge you for the relevant Fees by using the details of your account or debit/credit card which you used to pay for the first Period. Any invoices are payable within fourteen (14) days of the invoice date. If your payment details have changed since your last use on the Website, we may not be able to automatically renew your Subscription and we reserve the right to withhold access and/or terminate your Use of the Service in the event we do not receive payment of any Fee. If you wish to terminate your Subscription, you shall be required to comply with clause 4.

7.3 You shall notify us immediately in the event your organisation exceeds any limit or restrictions of your then current Subscription. In the event we receive your notice, or we deem acting reasonably that you have exceeded your Subscription, we reserve the right to change your Subscription, which will result in additional Fees being payable by you. We reserve the right to deduct such Fees from your original method of payment or invoice you for the additional amount, payable within fourteen (14) days of the date of the invoice.

7.4 We reserve the right to increase the Fees at any time on notice to you, which shall take effect from the start of the next Period following the Period in which we gave notice to you.

 

8. FREE TRIAL

8.1 We may offer you a one-time free trial for such period set out on the Website from time to time, during which you can try out Use of the Service for free (“Free Trial”). You acknowledge that during any Free Trial, the Service may have certain restrictions and limited functionality.

8.2 On expiry of the Free Trial, you will have the option to either (i) continue access to the Service by selecting the relevant Subscription and paying the Fees; or (ii) cease access to and Use of the Service.

8.3 During the Free Trial, you agree that we will have the right to send you communications, notices and news about the Service to your e-mail address and to use any alternate email address you may have provided.

8.4 We reserve the right to modify, cancel and/or limit this Free Trial offer at any time.

8.5 If you choose not to continue Use of the Service after the Free Trial, you acknowledge and agree that all Online Video and any Customer Material shall no longer be accessible and any Gallery will no longer be displayed through the Service on expiry of the Free Trial.

 

9. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

9.1 You hereby warrant that (a) all Users are at least 18 years old; (b) you have the right and capacity to enter into and be bound by these Terms; and (c) you shall comply with all applicable laws regarding the Use of the Service.

9.2 The Service is provided to assist with the curation and embedding of online video content and should not be used as a back-up facility. You should ensure that you and the Users have adequate back-up facilities for any Online Video and Customer Material and we shall not be liable for any losses or damages incurred by you or any Users arising out of or in connection with your failure to implement adequate back-up facilities in respect of any Online Video and/or Customer Material.

9.3 The Service assists you in the curation and embedding of online video content that the relevant owners have permitted to be embedded on external websites. You acknowledge that such permissions may be withdrawn by the owners of the Online Video at any time, which will result in the applicable Online Video being removed from the selected Gallery without notice to you.

9.4 You acknowledge that we rely on third party online video sharing platforms to assist you with the curation of Discovered Video as part of the Service. We therefore cannot guarantee the accuracy, reliability and fitness for a specific purpose in respect of, and do not promise any specific results from your use of, access to and reliance on the Service and/or Discovered Video procured through use of the Service. If you issue a video search request through the Service, we cannot guarantee that the Service will be successful in discovering online video content that meets your specifications.

9.5 Links to third party websites may appear on the Website from time to time. Such third party websites are not our responsibility and we accept no liability for the availability, suitability, reliability or content of such third party websites and third party software.

9.6 We shall not be liable for any delay or failure to provide the Service and/or make the Website available for reasons that is due to third parties including without limitation internet service providers, data centres, server hosting companies and telecommunication providers.

9.7 All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. Consequently all information, advice, suggestions and recommendations made available to you are provided to you on an “as is” basis.

9.8 Nothing in these Terms shall be deemed to exclude, restrict or limit liability for the following categories:

9.8.1 death or personal injury resulting from negligence;

9.8.2 any liability for fraudulent misrepresentation;

9.8.3 any act of liability caused through wilful default; or

9.8.4 any indemnity provided hereunder.

9.9 Subject to clause 9.8, neither you or us shall be responsible for any:

9.9.1 loss of profits, sales, business, or revenue;

9.9.2 loss or corruption of data, information or software;

9.9.3 loss of business opportunity;

9.9.4 loss of anticipated savings;

9.9.5 loss of goodwill; or

9.9.6 special, indirect or consequential loss,

        whether such losses, damages, costs and expenses resulted from your or our negligence, failure to comply with these Terms or otherwise.

9.10 Subject to clause 9.8, our maximum aggregate liability to you under, arising from or in connection with your Contract, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the Fees paid by you to us under your Contract.

 

10. INTELLECTUAL PROPERTY RIGHTS

10.1 We and/or our licensors own all rights in the Intellectual Property Rights relating to the Service and the Website. All right, title and interest in and to the Service and the website will remain exclusively with us and/or our licensors.

10.2 You are expressly prohibited from:

10.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Service or the Website; and

10.2.3 removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or its licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to us.

 

11. DATA PROTECTION

11.1 You shall ensure that your and any User’s Use of the Service is compliant with all relevant applicable laws, regulations and policies relating to data protection.

11.2 To the extent that any Customer Material contains Personal Data, as defined by the Data Protection Act 1998, you shall ensure that you are entitled to transfer such Personal Data to us so that we may lawfully process the Personal Data for the purpose of performing its obligations under these Terms and that the relevant third parties have given their consent to our processing of the Personal Data in accordance with these Terms.

11.3 We may collect and process the following information:

11.3.1 information that you provide on the Order Form or by registering with us with an Online Registration Form. This includes information provided at the time of registering to use our Website, Customer Material or any requests for further information or services. We may also ask you for information when you report a problem with our Website;

11.3.2 if you or any User contacts us, we may keep a record of that correspondence;

11.3.3 details of Users’ visit to the Website and use of the Service, including searches requested, page response times, lengths of visit;

11.3.4 details of Users use of the Service including, but not limited to, login information, browser type and version, traffic data and other communication data, and the resources that Users access, so we may compile statistics relating to use of the Service.

11.4 We take appropriate measures to ensure that any personal data is kept secure and for the duration of your use of our Service. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect Personal Data, we cannot guarantee the security of Users’ data when transmitted to our Website; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

11.5 We use information held about Users in the following ways:

11.5.1 to ensure that our Service is presented in the most effective manner for you and you Users;

11.5.2 to carry out our obligations arising from any contracts entered into between you and us;

11.5.3 to notify you about changes to our Service;

11.5.4 as part of our efforts to keep our Service safe and secure;

11.5.5 to make suggestions and recommendations to you and Users services that may interest you or them

11.5.6 to make improvements to the Service.

11.6 We may disclose User personal data to:

11.6.1 business partners, suppliers and sub-contractors for the performance of any contract we enter into with them or you;

11.6.2 providers that assist us in the improvement and optimisation of the Service;

11.6.3 in the event that we sell or buy any business or assets, in which case we may disclose User personal data to the prospective seller or buyer of such business or assets;

11.6.4 if we or substantially all of our assets are acquired by a third party, in which case personal data held by us will be one of the transferred assets;

11.6.5 if we are under a duty to disclose or share User personal data in order to comply with any legal obligation, or in order to enforce or apply our Terms and Conditions and other agreements; or

11.6.6 to protect the rights, property, or safety of Goodvid.io, the Service and any third party we interact with to provide the Website.

 

12. VIRUSES, HACKING AND OTHER OFFENCES

12.1 You will not, and procure that the User will not, misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to our Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.

12.2 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right, together with any User’s right, to use the Website will cease immediately.

12.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your, or any User’s, use of the Website or to your, or any User downloading of any material posted on it, or on any website linked to it.

 

13. PUBLICITY AND MARKETING

13.1 Subject to your prior approval, we may in any of our marketing material refer to you as our customer and refer to the type of services that we have provided to you.

13.2 Subject to your prior approval, we may publish and circulate a case study describing the Service supplied by us to you, including aggregate figures relating to your use of the Service and the benefits it has brought to your business (for use by us as a marketing tool).

 

14. CONFIDENTIALITY

14.1 Unless otherwise set out to the contrary in these Terms, each party (the "Receiving Party") shall keep confidential all information and documentation disclosed by the other party (the "Disclosing Party") to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any operations, products, processes, dealings, trade secrets or the business of the Disclosing Party or which is identified by the Disclosing Party as confidential ("Confidential Information") and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms and/or improving performance of the Service. Other than to its employees and sub-contractors to the extent that it is reasonably necessary for the purpose of performing its obligations under these Terms, the Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

14.2 The obligations contained in Clauses 14.1 shall not apply to any Confidential Information which is:

14.2.1 on the date your Contract comes into effect, or at any time after that date, in the public domain other than through breach of these Terms by the Receiving Party;

14.2.2 furnished to the Receiving Party without restriction by a third party having a bona fide right to do so;

14.2.3 required to be disclosed by the Receiving Party by law or regulatory requirements of any stock exchange, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.

 

15. GENERAL

15.1 If we fail at any time to insist upon strict performance of our obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.

15.2 You shall comply with all foreign and local laws and regulations which apply to your Use of the Website in whatever country you are physically located, including without limitation, consumer law, export control laws and regulations.

15.3 Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such causes are removed.

15.4 A waiver by us of any default shall not constitute a waiver of any subsequent default.

15.5 No waiver by us of any of the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

15.6 All notification and communication should be sent to the contact details set out in clause 16 below (in the case of Goodvid.io) or the contact details given by the Customer in the Online Registration Form on the Website or in the Order Form (as applicable). A notice or communication is deemed given: (i) if delivered personally, when left at the relevant party’s address; (ii) if sent by post, two working days after posting it; (iii) if sent by e-mail on completion of its transmission.

15.7 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

15.8 These Terms, any Online Registration Form and/or Order Form constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.9 You acknowledge that in entering into these Terms, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in these Terms.

15.10 These Terms are governed by and construed in accordance with English law. The Courts of England shall have exclusive jurisdiction over any disputes arising out of these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident (“Local Law”). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

15.11 We may alter or amend these Terms by giving reasonable notice on our Website. By continuing (or Users continuing) to Use the Service after expiry of the notice period, you will be deemed to have accepted any amendment to these Terms.

15.12 In the event of any conflict between these Terms and the Order Form, the terms in the Order Form shall prevail.

 

16. CONTACT DETAILS

16.1 Please direct any queries about these Terms to:

E-mail address: info@goodvid.io
Postal address: GOODVID.IO LTD, The Enterprise Zone, 210 Portobello, Sheffield, S1 4AE, United Kingdom

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