By using the Websites, registering an account, or otherwise working with The Online Studioyou acknowledge that you have read, understood, accept and agree to be bound by the terms and conditions of this Agreement.
This Agreement is subject to occasional revision. Any substantial changes will notified to you either by e-mail (sent to the most recent e-mail address for notice provided by you) or by a prominent posting to the Websites. Any changes to this Agreement will be effective upon the earliest of thirty (30) calendar days following our dispatch of an e-mail notice to you, or thirty (30) calendar days following the posting of notice of the changes to the Websites. You are responsible for the provision and maintenance of valid e-mail addresses for notice. The continued use of our services following the effective date of such changes shall constitute consent to the Agreement as so amended.
You hereby represent that you understand and acknowledge that failure to comply with this Agreement may mean that The Online Studio suffers irreparable injury for which monetary damages alone may not be an adequate remedy. You hereby agree that in the event of non-compliance with this Agreement, The Online Studio will be entitled to specific performance and injunctive and/or other equitable relief as a remedy in addition to and not in lieu of any appropriate relief in the way of monetary damages.
The Online Studio offers creative and digital production solutions (“Services”) for the provision of content (“Social Content”) for customers who wish to develop and market their own product and service offerings. Access to Services may be obtained by individuals or entities (“Customers”) registering an account with, or otherwise instructing The Online Studio in relation to the provision of Services.
“User” means any user of the Websites or Services and shall include any Customer.
In order to be eligible to access the Services, Customers must register for an account (“Account”) either via the Websites or by contacting The Online Studio directly. In doing so, you represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you shall notify The Online Studio as required to maintain accuracy of the information provided.
In order to receive Services from the Online Studio, Account holders will be required to enter Into a separate agreement with The Online Studio.
You are responsible for maintaining the confidentiality and integrity of Account login details provided by The Online Studio and will notify the same in the event of breach or suspected breach of the security of your Account.
You may submit content to The Online Studio to facilitate provision of the Services. “Customer Content” means all data, images, designs or other content which is submitted to The Online Studio via the Websites or by any other means.
Customers are solely responsible for Customer Content and assume all risks associated with its use. You may not state or imply that Customer Content is in any way provided or endorsed by The Online Studio.
You hereby represent and warrant that your Customer Content complies at all times with the Acceptable Use Policy detailed below.
You hereby grant, and represent and warrant that you have the right to grant to The Online Studio an irrevocable, non-exclusive, royalty-free and fully paid worldwide license for the use of Customer Content solely for the provision of Services under this Agreement.
Subject to the terms of this Agreement, The Online Studio grants you a revocable, non-transferable, non-exclusive licence to use the Websites and Services for your business purposes only.
In providing Services or content for the Websites, The Online Studio may utilise third party providers of stock royalty-free images, video and editorial (“Third Party Stock”) for which The Online Studio has obtained all necessary rights to deliver.
The Online Studio may revise or modify Customer rights with respect to Third Party Stock in the event the relevant third party provider issues a valid and legal demand on The Online Studio to do so.
If you provide feedback, suggestions or testimonials regarding the Websites or Services (“Feedback”) to The Online Studio, you hereby assign and agree to assign upon request by The Online Studio all rights in the Feedback and agree that The Online Studio shall have the right to use such Feedback and related information in any manner it reasonably deems appropriate.
Acceptable Use Policy
You agree not to use the Websites or Services in connection with the use or provision of any Customer Content which i) violates any third party rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual or proprietary right; ii) is unlawful, abusive, tortious, threatening, harmful, obscene or otherwise objectionable; iii) is in violation of any laws or obligations or restrictions imposed by any third party; or iv) would or could cause a material risk to the security or operations of The Online Studio, the Websites or any third party.
We reserve the right to review Customer Content and take appropriate action (as determined in our sole and absolute discretion) including removal or modification of Customer Content and terminating your Account if you violate the Acceptable Use Policy.
Dislaimer of Warranties
Save as set out in clause 2.3 above, the Websites and Services are provided to the Customer on and “AS IS” basis, and The Online Studio makes no express or implied warranty concerning the Website or Services, whether in whole or in part, and The Online Studio expressly disclaims any implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose with respect thereto. Without limiting the generality of the foregoing, there is no guarantee that the Websites or Services will meet the Customer’s requirements, be error free or provided without interruption.
Limitation of Liability
In no event will The Online Studio (nor its third party providers and suppliers) be liable (save in the case of death or personal injury caused by negligence) to you for any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or our use of, or inability to use, the Websites or Services, even if we have been advised or are otherwise aware of the possibility of such damages. Access to, and the use of the Websites and/or Services are at your own risk and discretion, and you will be solely responsible for loss or damage arising therefrom.
The parties agree that notwithstanding anything to the contrary in this Agreement our (and our third party providers and suppliers) liability for any damages out of or in relation to this Agreement (however caused or alleged) will at all times be limited to £3,000 irrespective of the existence of multiple Customer claims.
You agree to indemnify and hold The Online Studio (and its officers, employees and agents) harmless against any third party damages, claims, actions, proceedings, costs and expenses arising directly from i) your use of the Services; ii) your Customer Content; and iii) your breach of any term of this Agreement or applicable law.
Customer represents and warrants that it owns or has all necessary rights, licenses or permits in respect of any material submitted to The Online Studio and that the same materials do not and will not infringe, breach, violate or misappropriate any applicable law, rule or regulation or any patent, copyright, trade secret or other intellectual property interest of any other party.
Both parties hereto shall, unless with mutual express consent of the parties, or as required by relevant legislation, governing authority with jurisdiction or regulation, keep confidential all information (excluding marketing material) relating to or contemplated by this Agreement and any other confidential or proprietary information which one party may become aware about the other party, except to the extent that such information has become public knowledge, otherwise than in breach of this Agreement, or disclosure is required by law, or a relevant regulatory body, or disclosure is made in confidence to each party’s professional advisors.
Privacy and Cookies
You may not assign any of your rights or obligations under this Agreement to any other person without the prior written consent of The Online Studio. We may assign its rights or obligations to associated companies or to any person or entity who may acquire the whole or any part of our business or assets.
We shall not, in the absence of fraud, negligence and wilful default, be in breach of our obligations under this Agreement if in our reasonable opinion, there is any total or partial failure of performance of our duties and obligations occasioned by any act of God, fire, act of government or state, act or acts of terrorism, war, civil commotion, insurrection, embargo, failure of any computer system, prevention from, interruption or hindrance in obtaining any energy or other supplies, interruption of power supply or electronic, communication or information system, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our control.
Term and Termination
- This Agreement shall commence upon registering an Account, or otherwise using the Websites.
Third Party Rights
This Agreement shall be for the benefit of and binding upon both you and The Online Studio and our respective successors and assigns. A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999.
Complaints and Disputes
If for any reason a conflict or dispute arises between us in relation to your use of the Websites, The Online Studio will endeavour to resolve these informally. If however such resolution is not possible and you wish to make a formal complaint, this should be made in writing on a timely basis addressed at first instance to [email protected]. Your formal complaint will then be investigated internally.
This Agreement, including any document which incorporates this Agreement by reference constitutes the entire agreement between the parties relating to the Services and supersedes all previous oral or written communications, proposals and agreements in respect thereof. This Agreement may not be modified without the express written consent of both parties.
This Agreement shall be subject to English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.
Date: 24 November 2020