Please read these terms carefully – if you proceed to use the App (as defined below) these terms will form a binding legal agreement (“Agreement”) between you (“User” or “you” or “your”) and Blend Media Limited, a company registered at Finsgate, 5-7 Cranwood Street, London EC1V 9EE, England (“Blend Media”, “us”, “we” or “our”) and will govern your use of the App and all content that you may access and/or produce using it.
If you do not read, fully understand and agree to the terms in this Agreement, please do not use the Services.
Although we are working to ensure that the App is compatible across various Devices, we cannot guarantee that the App will work with all Devices. If you have any questions or any problems checking your Device compatibility or installing our app on your Device, please contact us at: email@example.com.
In this Agreement, the following words have the following meanings:
“360 Stories Hosting Service” means the hosting platform to which Content produced via the App will be uploaded and made available for public access in cases where a User’s selected Pricing Band enables such functionality;
“App” means the online application currently known as “360 Stories”;
“Content” means video or photographic content made available to Users via the App as well as any media which Users may generate using the App, which feature content provided natively within the App and/or third party content uploaded from outside sources;
“Device” means an electronic computing Device capable of accessing the internet and the App, such as a desktop computer, mobile smartphone with internet functionality, or a touchscreen computing Device with internet functionality (such as a ‘tablet’ computing Device);
“Enterprise Licence” means a licence to use the App which is individually agreed between Blend Media and the relevant User and which is designed to enable high volume use of the App and the 360 Stories Hosting Service;
“Online Specification” means any technical specification of the App’s functionality or commercial details relating to pricing or similar details which may be posted on Blend Media’s website or made available via the App from time to time;
“Payments Page” means the page on Blend Media’s website on which the details of available Pricing Bands will be published;
“Pricing Band” means a pricing plan set out on the Payments Page which will specify the fees to be paid in respect of use of the App as well as the functionality which will be offered by the App in consideration for the payment of the same;
“Services” means the functionality of the App offered to Users; and
“Trial Period” means a period set by a particular Pricing Band in which the App is made available for use without payment being made by the relevant User, and during which the App is offered by Blend Media without warranty.
Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words
This Agreement is written in English and may have been translated into other languages for your convenience. If a translated (non-English) version of this Agreement conflicts in any way with this English version of the Agreement, the provisions of the English version shall prevail.
The terms of this Agreement apply to the App and to any updates or supplements to the App which Blend Media may issue from time to time, unless such additions are provided pursuant to separate terms, in which case those terms shall apply. If any open-source software is included in the App or any Services, the terms of an open-source licence may override some of the terms of this Agreement.
We may change these terms at any time without notice. Any such changes shall take effect on the next occasion that you make use of the App. Any such new terms may be displayed on-screen when you next use the App and you may be required to read and accept them in order to continue your use of the App.
From time to time updates to the App may be issued by Blend Media. Depending on the update, you may not be able to use the Services (or any new elements added to the Services) until you have downloaded or streamed the latest version of the App and accepted any applicable new terms.
You will be assumed to have obtained permission from the owners of any Devices that are controlled, but not owned, by you which you may use to access or use the App. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this Agreement for the use of the App on any such Device, whether or not it is owned by you.
By using the App or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.
The App’s functionality will be determined by reference to your selected Pricing Band. Different Pricing Bands will permit your differing levels of functionality, including your ability to host and enable third parties to view content which you create.
Content generated or selected by you in the course of use of the App is licensed to you:
5.1.1. for private non-commercial use within the App itself, which shall include the right to modify, edit, amend, create combined artistic works with, and display in a non-commercial context, Content to the extent permitted by the App’s functionality;
5.1.2. where your selected Pricing Band permits commercial and/or public-facing use of Content, on the terms set out in clause 5.2.
Where the User selects a Pricing Band which permits commercial, public-facing use of Content:
5.2.1. Blend Media grants to the User a non-exclusive licence to use all Intellectual Property Rights inherent in that Content to the extent permitted by the functionality of the App, and to make that Content available in the 360 Stories Hosting Service and to promote, show, perform, and generally make available that Content to the general public via the same.
5.2.2. The licence granted pursuant to clause 5.2.1 shall be time limited and shall expire on the earlier of (a) the relevant User ceasing to pay all fees owed by it to Blend Media (whether pursuant to the terms of this Agreement or otherwise), or (b) termination or suspension of this Agreement.
You accept that continued hosting of Content by Blend Media is subject to continued payment of all fees required by the Pricing Band that you have selected. Certain Pricing Bands may place limits on the number of items of Content which can be hosted simultaneously.
You accept that Content may, depending on your selected Pricing Band, bear watermarks or other identifiers which demarcate Blend Media and/or its licensors as the ultimate owners of the relevant aspects of that Content.
Where the App permits the insertion of third party media into Content (or the combination or juxtaposition of the same) you accept that you are required to secure and maintain all necessary rights to permit you to use such third party content before uploading it to the App and combining it with Content. By uploading or making use of any such third party content you undertake to indemnify and hold harmless Blend Media against any loss or damage incurred by it as a result of, or in relation to, your breach of this clause 5.5.
Fees for the Services and the available Pricing Bands shall be as described on the Payments Page, or where the User purchases an Enterprise Licence, shall be as set out in the individual agreement relating to the fees payable in respect of that Enterprise Licence which shall be agreed between Blend Media and the relevant User in advance.
Save where expressly agreed in writing between the two parties, all fees shall be paid by the User monthly in advance.
Where any element of the fees is to be calculated by reference to total usage, you agree that in the event that you exceed any usage threshold specified by your selected Pricing Band that you will be liable to pay to Blend Media fees to cover all excess usage. The fees to be charged in respect of excess usage shall be either:
6.3.1. collected automatically from the User at the point at which such excess usage occurs; or
6.3.2. paid for by the User as required as a point of sale transaction using functionality provided by the App; or
6.3.3. invoiced monthly in arrear and shall be payable within 7 days of their issue date;
as Blend Media may determine and/or agree with the relevant User from time to time.
Where any Pricing Band specifies that any kind of Trial Period is to be offered to Users, the parties acknowledge that no fees shall be payable by the relevant User to Blend Media in respect of usage during that Trial Period. Users agree that the functionality of the App may be restricted during any Trial Period.
Users recognise that use of the App may, depending on the Pricing Band purchased, come with restrictions on the App’s functionality, such as the mandatory inclusion of watermarks on generated content, and the restriction of which Content is made available to Users.
You accept that Blend Media may update or amend the Payments Page at any time and that any change to the fees shall take place at the next interval at which the fees are due.
Except as expressly set out in this Agreement or as specifically permitted by any local law, you agree:
(a) not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
(b) not to copy any part or aspect of the database which underlies the App (which, for the avoidance of doubt, shall include any attempt to ‘scrape’ or copy details of individual Users – for commercial use or otherwise);
(c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
(d) not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
(e) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the App with another software program; (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and (iii) is not used to create any software that is substantially similar to the App;
(f) not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from Blend Media; and
(g) to comply with all technology control or export laws and regulations that may apply to the technology used or supported by the App or any Service.
Together such conditions shall be referred to as the “Licence Restrictions”.
As a condition of being granted access to the App and the Services all Users agree that they shall:
(a) not use the App or any of the Services if they are under the age of 16, or of the legal age of majority in your jurisdiction.
(b) not use the App or any of the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Services or any operating system;
(c) not use the App to create any works or material which is unlawful (by way of infringing the intellectual property rights of a third party, being defamatory, being obscene, or otherwise);
(d) not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Content, including the submission of any material (to the extent that such use is not licensed by this Agreement);
(e) not upload to the App any data, material or information which is false or misleading in any way;
(f) refrain from transmitting any material that is defamatory, offensive or otherwise objectionable via the App;
(g) not use the App or any of the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users;
(h) not collect, extract or harvest any information or data from the App, any of the Services or our systems or attempt to decipher any transmissions to or from the servers running any of the Services; and
(i) refrain from using the App for any unlawful purposes in relation to other Users, including without limitation for stalking, harassing, or intimidating any other User.
Together such conditions shall be referred to as the “Acceptable Use Restrictions”.
You acknowledge that all intellectual property rights in the App and the Online Specification anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App other than the right to use it in accordance with the terms of this Agreement.
You warrant that you have all necessary rights to upload and use any material which you may enter into or upload to the App (or the servers which underpin its use) and to grant Blend Media all necessary rights to use the same for such purposes as it may see fit. You further warrant and undertake to indemnify and hold harmless Blend Media from any loss or damage arising from or related to any breach by you of this clause 9.2.
You acknowledge that you have no right to have access to the App in source-code form.
We warrant that:
10.1.1. the App will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Online Specification; and
10.1.2. that the Online Specification correctly describes the operation of the App in all material respects,
for a period of 7 days from the date on which the App is first accessed by or is downloaded or streamed to your Device.
The warranty does not apply:
10.2.1. if the defect or fault in the App results from you having altered or modified the App; and/or
10.2.2. if the defect or fault in the App results from you having used the App in breach of the terms of this Agreement; and/or
10.2.3. if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
Blend Media makes no warranty that the App will be available at all times, or that provision of it will be uninterrupted or error free.
Blend Media makes no warranty in respect of any Content which may be provided via the Services; neither in respect of any particular item of Content’s fitness for any particular purpose, nor of any Content’s availability, accuracy, fidelity or freedom from defects.
Save for as expressly set out in these terms, no implied warranties or other terms, including any implied term relating to satisfactory quality or fitness for purpose, shall apply to the App or its use by you.
You agree that no warranties made by Blend Media shall apply during any Trial Period.
You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described in the Online Specification meet your requirements.
We shall only be responsible for loss or damage you suffer that is a direct and foreseeable result of our breach of this Agreement or our negligence up to the limit specified in clause 11.3, but we are not responsible for any indirect, consequential or unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach at the time we entered into this Agreement with you. Further, Blend Media shall not in any circumstances be liable for any loss of profit, loss of business, loss of contracts, loss of business opportunity, or loss of reputation or goodwill, that you may suffer as a result of your use of the App, whether such loss arises directly, indirectly or otherwise.
Our maximum aggregate liability under or in connection with this Agreement and your use of the App whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total value of the fees paid by you to Blend Media in the 12 month period preceding the event in respect of which your entitlement to such a sum became due.
Nothing in this Agreement shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence; and/or
(b) fraud or fraudulent misrepresentation; and/or
(c) any other liability that cannot be excluded or limited by English law.
You are and will remain responsible for your compliance with local laws at all times
We may terminate this Agreement immediately by written notice to you:
(a) if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so; and/or
(b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions in any way, whether or not such breach is remediable; and/or
(c) if Blend Media has any reason to suspect that your use of the App is unlawful, or that it would bring Blend Media and/or other Users or the App into disrepute; and/or
(d) if Blend Media withdraws the App from service, or otherwise reorganises or restructures its business so as to necessitate the termination or suspension of provision of the App to you.
On termination for any reason:
(a) all rights granted to you under this Agreement shall cease (including any licences to use any Intellectual Property Rights which may have been granted to you);
(b) you must immediately cease all activities authorised by this Agreement, including your use of any Content; and
(c) you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App and Online Specification then in your possession, custody or control and certify to us that you have done so.
In addition to its rights set out above Blend Media shall have the right to suspend your use of the Services immediately and without penalty if it has any reason to suspect that you have breached the terms of this Agreement (including for the avoidance of doubt as a result of failing to pay any aspect of the fees in a timely fashion) or have otherwise acted in a fashion which it considers may bring or has brought its reputation into disrepute.
If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by e-mail to firstname.lastname@example.org.
If we have to contact you or give you notice in writing, we will do so by e-mail, via the App, or by pre-paid post to the address you provide to us in your request for the App.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (each an “Event Outside Our Control”).
If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:
(a) our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Agreement may be performed despite the Event Outside Our Control.
You undertake to indemnify and hold Blend Media harmless in respect of all costs, charges, damages, expenses or losses (including reasonable legal fees) which it may suffer in relation to your use of the App, including in relation to:
(a) any content which you may upload to the App or any interaction you may have with any other User of the App;
(b) any tax implication for which Blend Media may become liable as a result of your use of the App; and
(c) any classification of you as an employee of Blend Media (or similar) by any tax authority or employment tribunal.
We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
You may only transfer your rights or obligations under this Agreement to another person if we agree in writing.
If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
Please note that this Agreement, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.