Rambla Customer Agreement
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Last Updated: May 23, 2018.
Thank you for using Rambla and Clevercast! These terms of service (the “Terms”) govern your access to and use of the Clevercast and Rambla BVBA (“we”, “us” or “our”) websites, platforms and services (“Services“).
By using our Services you agree to be bound by these Terms. If you are using our Services on behalf of an organization, you are agreeing to these Terms on behalf of that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization. You may use our Services only if you have the authority to form a contract with us and are not barred under any applicable laws from doing so. You may use the Services only in compliance with these Terms.
The Services may continue to change over time as we refine and add more features. We may modify our Terms and Services from time to time. Although we will try to let you know in advance, we reserve the right to suspend the Services without prior notice.
The Addendum: Data Processing Agreement constitutes an integral part of this Agreement. This Addendum governs our processing of personal data in compliance with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, also known as the General Data Protection Regulation (GPDR). By agreeing with these Terms, the customer also enters into a Data Processing Agreement (DPA) on behalf of itself and, to the extent required under the Applicable Law, on behalf of its Authorized Affiliates.
When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
You agree not to misuse the Services. For example, you must not, and must not attempt to, use the services to do the following things:
* transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive
* violate the security or integrity of any network, computer or communications system, software application, or network or computing device
* interfere with or disrupt any user, host, or network, for example by sending a virus or by overloading the Services
* plant malware or otherwise use the Services to distribute malware
* access any Content by any means other than our publicly supported interfaces
* distribute, publish, send, or facilitate unsolicited mass e-mailings, promotions, advertising, or solicitations (like “spam”)
* send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”
* publish anything that is fraudulent, misleading, or infringes another’s rights
* promote or advertise products or services other than your own without appropriate authorization
* impersonate or misrepresent your affiliation with any person or entity
* publish or share Content that is clearly indecent, or that advocates bigotry, religious, racial or ethnic hatred;
* violate the law in any way, violate the privacy of others or defame others.
These examples are not exhaustive. We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services or Rambla Site. If you misuse the Services or authorise or help others to do so, we may suspend or terminate your use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information.
By using our Services you provide us with concepts, scripts, audiovisual material, and other creative work (“Content”) that you submit to Us (together, “your Work”). You retain full ownership to your Work. We don’t claim any ownership to any of it. These Terms do not grant us any rights to your Work or intellectual property except for the limited rights that are needed to run the Services.
Any new Content made by you by using the Services based on original Content remains your exclusive property, provided you own sufficient rights to use the original Content.
We assume having permission to do things with your Work such as, for example, hosting your files, or sharing them at your direction. This includes features visible to you, for example, creating image thumbnails or material proxies. It also includes background operations to technically administer our Services, for example, how we backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services.
The Services provide features that allow you to share your Work with others or to make it public (“Public Content”). There are many things that users may do with your Work (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. We have no responsibility for that activity.
We respect the intellectual property of others. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.
* An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
* A description of the copyrighted work that you claim has been infringed upon;
* A description of where the material that you claim is infringing is located on the Site;
* Your address, telephone number, and e-mail address;
* A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
* A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our Copyright Agent for notice of claims of copyright infringement can be reached as follows:
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These terms do not grant you any right, title, or interest in the Services or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments or suggestions you send us without any obligation to you. The content, software, hardware and other technology used to provide the Services is the property of Rambla BVBA or its content suppliers and protected by Belgian and international copyright laws. These Terms do not grant you any rights to use any of our trademarks, logos, domain names, or other brand features.
We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile any of our Services or Software, nor attempt to do so, nor assist anyone else to do so.
By using the Services or signing an order from us (“Agreement”), you agree to be bound by these Terms. The term of the Agreement (“Term”) shall begin at the time you receive an email message from us that gives you access to the Services or at the time you start using the Services, whichever comes first.
The Agreement shall continue in effect for the initial term specified in the Services license plan (or if no such term is specified, then for the length of your billing cycle), unless it is terminated earlier as permitted by these Terms. At the end of such initial term, the Agreement will be extended automatically for additional terms equivalent to your billing cycle (i.e. 1-month terms or 1-year terms, as applicable), unless your plan says otherwise or the Agreement is terminated earlier as permitted by these Terms. Either party may elect not to have this Agreement extend automatically by giving written notice of such election to the other party at least 1 month prior to the end of the then current initial or renewal term. You are solely responsible for notifying us of your election not to have the Agreement automatically renew.
The Agreement may be earlier terminated by either party, in whole or in part, (a) if the other party materially breaches a provision of the Agreement and fails to cure such breach within 10 days (5 days in the case of non-payment) after receiving written notice of such breach from the non-breaching party, or (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 30 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.
We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.
Upon suspension of the Services, by you or by us, any available content submitted or created by you by using our Services remains your exclusive property and we will undertake reasonable efforts to make it available to you.
In consideration of your use of the Services, you agree to pay the applicable fees. All hardware orders must be prepaid in full. Unless otherwise agreed in your contract, other Service fees must also be prepaid either yearly (for a yearly contract) or monthly (for a monthly contract). All Agreements that don’t require pre-payment have a monthly billing cycle, beginning on the first day of the month. Invoices may be issued on the first day after each billing cycle, or at a time specified in your contract.
All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to us as reasonably required to determine whether we are obligated to collect VAT from you, including without limitation your VAT identification number. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding.
All invoices shall be deemed accurate unless you advises us in writing of a material error within 10 days following receipt. All invoices are due and payable within 30 days from the invoice date. Payments after this term shall automatically and without notice of default yield an interest of 10%, as well as (also automatically and without notice of default) fixed damages of 10% on the invoice amount (with a minimum of EUR 25). If you still don’t pay the claim after a written demand or notice of default, we can pass on the claim for collection, in which case you shall, in addition to the total amount owed then, be obliged to pay for all in-court and out-of-court expenses, including expenses charged by external experts in addition to the costs determined at law.
We don’t provide refunds on any fees or charges related to the use of our Services, including partially used periods.
You are solely responsible for all activities while using the Services, regardless of whether such activities are undertaken by you or a third party. Therefore, you should contact us immediately if you believe a third party may be using your account credentials, or if your credentials are compromised or stolen. You acknowledge that if you wish to protect your transmission of data or files to Us, it is your responsibility to use a secure encrypted connection to communicate with the Services. We are not responsible for any unauthorised access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content or other data which you submit or use in connection with the Services.
Content submitted to Us may be protected by intellectual property rights of others. Please do not copy, upload, download, or share content unless you have the right to do so. You are fully responsible and liable for what you copy, upload to us and share with others while using the Services. You are responsible for maintaining and protecting all of your Work.
You will not and will not attempt to, misuse our Services. You will use the Services only in a manner consistent with our Acceptable Use Policy as explained above.
THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH ARE PROVIDED “AS IS”, UNLESS OTHERWISE SPECIFIED IN WRITING. WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL COST OF THE SERVICES PAID BY YOU TO US FOR THE PAST THREE MONTHS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of (i) your use of the Services in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, Additional Policies, and/or applicable law, (ii) Your Content, or the combination of either with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of Your Content, (iii) your violation of any term or condition of this Agreement or any applicable Additional Policies, including without limitation, your representations and warranties, or (iv) you or your employees’ or personnel’s negligence or wilful misconduct.
All agreements governing our services shall be governed by and construed in accordance with the Belgian laws without regard to conflict of law principles thereof. The exclusive forum for any disputes arising out of or related to such agreements and to these Terms shall be the competent Antwerpen Courts. You agree that any cause of action arising out of or related to the Services must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Please review our other policies on this Site. These policies also govern your visit to the Site. We reserve the right, at our sole discretion, to update our Terms and policies at any time by posting a revised version of the Terms or an Additional Policy on our website. It is your responsibility to check these Terms and additional policies periodically for changes. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. The revised terms shall be effective upon posting.
These Terms create no third party beneficiary rights. Our failure to enforce a provision is not a waiver of its right to do so later. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
You may not assign any of your rights in these Terms, and any such attempt is void, but we may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Rambla BVBA and you are not legal partners or agents; instead, our relationship is that of independent contractors.
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