IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING "AGREE" OR BY REGISTERING WITH THE SERVICE YOU ARE AGREEING THAT THESE TERMS WILL APPLY IF YOU CHOOSE TO ACCESS OR USE THE SERVICE. If you do not accept or understand the following terms, please do not register to the Service or use the Service.
“Account” shall have the meaning set forth in Section 3.
“Agreement” shall have the meaning set forth in the preamble.
“Content” shall have the meaning set forth in Section 4.
“format4media” shall have the meaning set forth in the preamble.
“Indemnified Persons” shall have the meaning set forth in Section 13.
“Policies” shall have the meaning set forth in Section 2.
“Price List” means the price list of the Service available at www.MoovieCloud.com, as amended by format4media.
“Service” shall have the meaning set forth in the preamble.
“Service Registration Data” shall have the meaning set forth in Section 3.
“Third Party Service” means any service (e.g., Facebook) made available by third party that is integrated with the Service by or with the permission of format4media.
2 USE OF THE SERVICE
You agree to use the Service only in the manner and for purposes as permitted by this Agreement and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. Without limiting the foregoing, your use of the Service is subject to your continued compliance with all applicable policies and instructions posted in the Service, as amended by format4media from time to time (the “Policies”).
If your use of the Service or other behaviour intentionally or unintentionally threatens format4media’s or third party’s ability to provide the Service or other services or systems, format4media shall be entitled to take all reasonable steps to protect the Service and other services and systems, which may include suspension or termination of your Account.
The Service, or any feature or part thereof, may not be available in all languages or in all countries and format4media makes no representation that the Service, or any feature or part thereof, is appropriate or available for use in any particular location. To the extent you choose to access and use the Service, you do so at your own initiative and are responsible for compliance with any applicable laws, including, but not limited to, any applicable local laws.
format4media is entitled to modify, amend, change or terminate the Service or any part of the Service in its discretion without notice to you, this includes any third party’s content and services, like ads.
In order to be able to use the Service, you must register as a user by establishing an account (“Account”) in the Service. format4media reserves the right to refuse your registration with the Service at any time in its sole discretion.
You agree to provide accurate and complete information when you register with, and as you use, the Service (“Service Registration Data”), and you agree to update your Service Registration Data to keep it accurate and complete. Failure to provide accurate, current and complete Service Registration Data may result in the suspension and/or termination of your Account. You agree that format4media may store and use the Service Registration Data you provide for use in maintaining and billing fees to your Account.
If you register as a legal entity you confirm that the respective entity accepts the terms and conditions of this Agreement. BY REGISTERING A LEGAL ENTITY, THE INDIVIDUAL REGISTERING PERFORMING THE REGISTRATION ON BEHALF OF THE LEGAL ENTITY PERSONALLY REPRESENTS AND WARRANTS TO FORMAT4MEDIA THAT THE SUBMITTED ACCOUNT INFORMATION IS ACCURATE AND COMPLETE AND THAT THE REPRESENTATIVE HAS POWERS AND IS AUTHORISED TO BIND THE LEGAL ENTITY INTO THIS AGREEMENT. If you register as a private person, by agreeing to this Agreement, you confirm that you are at least 18 years of age.
You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify format4media of any security breach of your Account.
You are solely responsible for any videos, pictures and other content (the “Content”) you submit to the Service. This means that you, and not format4media, are solely responsible for any Content you upload, download, post, email, transmit, store, share, transfer or otherwise make available through your use of the Service. You acknowledge that the Content is not submitted, selected or controlled by format4media and that the Service is merely a tool enabling storing and distribution of your and other users’ Content. The role of format4media is that of a hosting service provider and, where and to the extent applicable, “mere conduit” pursuant to the Directive 2000/31/EC of the European Parliament and of the Council on Electronic Commerce.
You acknowledge that format4media is not responsible or liable in any way for any Content provided by you and has no duty to pre-screen such Content. However, format4media reserves the right at all times to determine whether Content is appropriate and in compliance with this Agreement, and may pre-screen, refuse, modify and/or remove any Content at any time, without prior notice to you and in its sole discretion.
You are responsible for backing up your Content. To the greatest extent permissible under applicable law, format4media does not guarantee or warrant that any Content you store to the Service will not be subject to any inadvertent damage, corruption or loss.
5 PROHIBITED USES
You shall not, and shall not authorize any third party to:
(1) submit, upload, download, post, email, transmit, store, share, transfer or otherwise make available any Content or Your Advertising that (a) is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, pornographic, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable, (b) includes incorrect, incomplete or otherwise misleading information, or (c) the use of which would be illegal or would infringe third party rights;
(2) act in any way that violates any Policies;
(3) plan or engage in any illegal activity;
(4) engage in any action or practice that reflects poorly on format4media or otherwise disparages or devalues format4media’s reputation or goodwill;
(5) use the Service in any manner that would constitute a breach the terms and conditions governing any Third Party Service;
(6) create multiple Accounts or create a new account to use the Service after format4media has terminated this Agreement with you as a result of your breach of this Agreement;
(7) pretend to be anyone, or any entity, you are not; including without limitation you may not impersonate or misrepresent yourself as another person, entity or another Service user, or otherwise misrepresent your affiliation with a person or entity;
(8) engage in any copyright infringement or other intellectual property infringement (including uploading any Content or Your Advertising to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement or obligation binding on you;
(9) upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware; and/or
(10) interfere with or disrupt the Service, any Third Party Service, or any servers or networks connected to the Service.
6 STORAGE CAPACITY
format4media may increase or decrease the storage capacity of the Service, or your allocation of such storage capacity, in its sole discretion without notice to you.
You may not exceed any applicable or reasonable limitation of bandwidth or storage capacity. You may not upload Content items with disproportionate file sizes or otherwise excessively use up the storage capacity of the Service.
Sharing your videos and moovies more than 500 (five hundred) times per year is not allowed.
7 THIRD PARTY SERVICES
The Service may from time to time enable you to use Third Party Services integrated with the Service. format4media may add or remove support for any Third Party Service or part thereof, or your possibility to use or your access to any Third Party Service or part thereof, in its sole discretion without notice to you.
When you use or access any Third Party Service via the Service, or upload, publish, share, send or transmit any Content to any Third Party Service via the Service, you agree to do so only in compliance of the terms and conditions governing such Third Party Service. You acknowledge and agree that such Third Party Services do not form part of the Service, and that such services are provided by the third party identified as the service provider thereof, not format4media, and that the service provider, not format4media, shall be solely liable for such Third Party Service. You are solely liable for your use of, access to and uploading, publishing, sharing, sending or transmitting any Content to Third Party Service via the Service and you undertake to indemnify format4media against any and all damages and losses arising therefrom.
8 AVAILABILITY OF THE SERVICE
format4media shall use its reasonable commercial efforts to ensure that the Service is available continuously. format4media shall have a right to suspend temporarily or permanently Service at any time for maintenance or for any other reason. format4media shall strive to notify you of such suspensions, but is under no obligation to do so.
9 SUBSCRIPTIONS AND FEES
format4media may from time to time make available various Service subscription options. The monthly subscription fees OR PURCHASE PRICES and possible other terms and conditions of each PURCHASE AND/OR subscription option are listed in the Price List and upon your purchase of subscription you undertake to pay any applicable subscription fees and abide by the possible other terms and conditions applicable to the purchased subscription.
format4media accepts iTunes’s and Apple Appstore’s as method of payment. format4media may add or remove any payment method in its sole discretion without notice to you. If the fees are invoiced, the fees will become due and payable no later than 30 days from the invoice date. The credit card you have submitted shall be charged automatically monthly.
Payments shall be made in euros (EUR) or in currency defined by the Apple Appstore. Late payment bears an interest of 14% per annum, which shall be accrued daily. Payments are exclusive of taxes, and the invoice recipient is responsible for any taxes and costs incurred by Format4media in collecting late fees.
You agree not to disclose Confidential Material without format4media's prior written consent and you agree to use it only for the purposes of this Agreement and the Service. "Confidential Material" includes without limitation: (a) all format4media software, technology, programming, specifications, materials, guidelines and documentation relating to the Service; (b) possible statistics and other information related to the use of the Service provided to you by format4media; and (c) any other material or information designated in writing by format4media as "Confidential" or an equivalent designation. Confidential Material does not include Material that has become publicly known through no breach by you, or material that has been (i) independently developed without access to Confidential Material, as evidenced in writing; (ii) rightfully received by you from a third party; or (iii) required to be disclosed by law or by a governmental authority.
11 NO WARRANTY
YOU ACCEPT THAT THE SERVICE IS CURRENTLY A BETA RELEASE, AND THEREFORE THE SERVICE (INCLUDING INCLUSION OF YOUR ADVERTISING TO THE SERVICE) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND UNDERSTAND THAT YOUR SOLE RECOURSE IN THE EVENT YOU ARE DISSATISFIED WITH THE SERVICE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 17 BELOW. FORMAT4MEDIA MAKES NO WARRANTY, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. DURING THE BETA PHASE THE SERVICE IS PROVIDED TO ALL PARTIES ACCORDING TO FORMAT4MEDIA’S REASONABLE EFFORTS.
12 LIMITATION OF LIABILITY; FORCE MAJEURE
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE SERVICE, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (ii) FORMAT4MEDIA'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE FEES PAID BY YOU TO FORMAT4MEDIA DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, AND IN NO CASE MORE THAN 100 EUR. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the understanding between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to acts of God, labor conditions, power failures and interruptions in communications connections.
13 REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION
You represent and warrant that your use of the Service and that any Content and Your Advertising you submit, upload, download, post, email, transmit, store, share, transfer or otherwise make available shall always comply with the applicable laws and regulations and shall not infringe any rights of format4media or third parties. You further represent and warrant that any such Content and Your Advertising can be used as a part of the Service and that it may be uploaded, published, shared, sent or transmitted to any Third Party Service and used as a part of that service under applicable laws and regulations and the terms and conditions governing such service, and that such use by format4media or the third party making available the Third Party Service shall always comply with the applicable laws and regulations, shall not infringe any rights of third parties and shall be in compliance with the terms and conditions governing the respective service.
You agree to indemnify, defend and hold format4media, its affiliates, subsidiaries, directors, officers and employees (collectively "Indemnified Person(s)") harmless from and against any and all third party claims and any related liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your breach of the warranties set out above in this Section 13.
14 INTELLECTUAL PROPERTY RIGHTS
You acknowledge that format4media owns all rights, title and interest, to all intellectual property rights (as defined below) in and to the Service. You undertake that you will not, and will not allow or have a third party to, modify, adapt, copy, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service, related software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Service or proprietary material related thereto. You shall not remove or otherwise inhibit the full display of any trademarks or copyright notices of format4media that format4media may have included in connection with the Service or material made available as part of the Service.
You grant format4media a permanent, sublicensable and transferable right and license to use, copy, modify, make available and distribute the Content you have submitted to the Service and You Advertising in connection with the Service and also to promote the Service.
15 NOTICES ON INFRINGING AND ILLEGAL CONTENT
format4media takes intellectual property rights seriously and offers all rights holders a notification form for reporting alleged intellectual property infringements. The same form is to be used to notify format4media any alleged illegal content in the Service. The form and relevant guidelines can be found at www.MoovieCloud.com.
You may terminate this Agreement with or without cause at any time with a written notice sent to the registered address of format4media. The termination will become effective on the last day of the month during which the notice was paid and any paid fees for such month are nonrefundable. format4media may at any time, in its sole discretion, terminate all or part of the Service, terminate this Agreement, or suspend or terminate the inclusion of any Content and You Advertising in all or part of the Service for any reason. Upon termination, (i) the provision of the Service shall cease immediately, and (ii) format4media may delete all data submitted by you to the Service, observing, however that format4media has a right, but has no obligation, to retain the said data in order to enable you to reactivate the Service. Regardless of the termination, Sections 10 through 17 and 19 of this Agreement shall remain in force.
YOUR RIGHTS AS A CONSUMER. NOTHING IN THIS AGREEMENT REMOVES, SUPERSEDES OR LIMITS YOUR RIGHTS UNDER MANDATORY PROVISIONS OF APPLICABLE LAWS.
Changes to this Agreement. format4media may change the terms and conditions of this Agreement from time to time in which case the revised Agreement will be posted on the Service and the change will be communicated to you from within or via the Service. By continuing to use the Service following such changes you agree to be bound by the amended Agreement. You acknowledge that format4media may change its Price List at any time.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter of the Agreement.
No Agency. Nothing in this agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between format4media and you or format4media or provider of any Third Party Service. format4media is not acting as a representative or agent of you or provider of any Third Party Service with respect to the Service.
Governing Law, Resolution of Dispute. This Agreement shall be governed by the laws of Finland, except for its conflicts of laws principles. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Finland Chamber of Commerce by one (1) arbitrator according to said rules. The arbitration shall be conducted in English in the city of Helsinki, Finland.
No Waiver. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
Severability. If any provision herein is held unenforceable, then such provision shall be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect.
Assignability. You may not resell, assign, or transfer this Agreement or any of your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to format4media. Notwithstanding the foregoing, format4media may assign this Agreement to any third party at any time without notice and otherwise as part of a sale of business.