Seenit Stellar Platform Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE STELLAR PLATFORM.

Stellar Platform Terms of Use

Last updated: 4 April 2022

 

1. About us

1.1 Company details. We are Seenit Digital Limited a company registered in England and Wales (with company number 08838909 and registered office at 3rd Floor, 150 Buckingham Palace Road, Belgravia, London, SW1W 9TR) (“us”, ”our”, ”we” or “Seenit”). Our VAT number is GB180702034. We operate the website https://app.seenit.io within which we offer the “Stellar Platform”.  

1.2 Contacting us. To contact us for any reason, please email us at support@seenit.io 

2. Our contract with you

2.1 Our contract. These terms of Use (“Terms”) apply to your use, as an Authorised User, of the Stellar Platform, Professional Services, Seenit Media and App. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. These Terms incorporate by reference our Acceptable Use Policy which sets out the Content Standards  and acceptable use terms that apply when you use and upload content on the Stellar Platform. In consideration of your compliance with these Terms (including the Acceptable Use Policy), we grant you a licence (i.e. permission) to access, and upload content onto, the Stellar Platform in accordance with these Terms.

2.2 Acceptance of these Terms. By using the Stellar Platform, you confirm that you accept these Terms and agree to comply with them. If you do not agree to these Terms, you must not use the Stellar Platform nor upload any Content onto the Stellar Platform. We amend these Terms from time to time, so every time you use the Stellar Platform, please check these Terms to ensure you understand the terms that apply at that time.

2.3 Language. These Terms are made only in the English language.

2.4 Use by children. If you are under 13 years old, you may not use the Stellar Platform. The use of the Stellar Platform by anyone under 18 yrs old (but over 13 years old) is subject to the verifiable consent of their parent or guardian, and who must upload Content on behalf of their child. 

2.5 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

3. Your use of the Stellar Platform

3.1 Access to the Stellar Platform. As an Authorised User, your use to the Stellar Platform and the activities you can perform on it will depend on the level of access you have been granted by our Customer which will be either as a “Contributor” or an “Studio User”. 

(a) As a Studio User you may both upload Content to the Stellar Platform and edit Content on the Stellar Platform. You may use the Stellar Platform as you deem necessary but solely for the purpose of creating or uploading Content, as applicable, for the business purpose of our Customer and enabling Contributors to submit Content to one of your Uploader Pages. You may also use and edit the Content (subject applicable laws) in accordance with any licence terms that have been added to the relevant Uploader Page. The Content may be edited by you within the Seenit Studio, including editing using the Seenit Media, so that you can create Edited Content for the Customer’s own communication channels, including but not limited to the Customer’s social media pages, website, intranet or YouTube account.

(b) As a Contributor you may upload Content to an Uploader Page on the Stellar Platform but cannot review any other person’s content nor make any changes to an Uploader Page;

3.2 Ownership of the Stellar Platform and Seenit Media. You acknowledge and agree that, as between you and us, we and/or our licensors own all Intellectual Property Rights in the Stellar Platform and the Seenit Media and in all other materials connected with the Services provided by us and/or developed or produced in connection with these Terms by us, our officers, employees, sub-contractors or agents. Except as expressly stated in these Terms, these Terms do not grant you any rights to such Intellectual Property Rights. “Seenit” is a trademark of Seenit and you are not permitted to use it without our approval.

3.3 Acceptable Use. You agree to use the Stellar Platform in accordance with our Acceptable Use Policy and all applicable laws, and: 

(a) not to store, distribute, upload or transmit any material, Content or Edited Content that: is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, any other illegal activity, and/or do any act that shall infringe the rights (privacy or intellectual property) of any third party including the publishing or transmission of any materials

(b) you further understand and agree that you are responsible for:

(i) any Uploader Pages under your control; 

(ii) for securing and backing up your Content.

(iii) keeping your Stellar Platform account password and login details secure; and

(iv) not allowing any other party to access or use the Stellar Platform under your account;

(c) you also confirm that:

(i) you have the authority to give any rights granted to us under these Terms;

(ii) will not resell or relicense the access to or rights to use the Stellar Platform, whether directly or indirectly to any third parties; and

(iii) you may not use the Stellar Platform for any other company or business apart from the business purpose of our Customer. 

 

4. Uploading Content on the Stellar Platform

4.1 Additional Terms. Where we provide Uploader Pages to enable you to upload your Content, we will provide clear information to you of the identity of the company that has set up the Uploader Page, and any additional licence terms or privacy terms that may apply to your submission of Content. It is your responsibility to review and ensure you are happy with and agree to such additional terms before your upload your Content. Any such terms are provided by our Customer and we do not have any control over them.

4.2 Monitoring. We are under no obligation to oversee, monitor or moderate any Uploader Page we provide on the Stellar Platform, and we expressly exclude our liability for any loss or damage arising from the use of any Uploader Page by a user in contravention of our Content Standards, whether the service is moderated or not.

4.3 Contact information. We enable the company behind the Uploader Page to contact you via Stellar Platform. Your email address that you provide us is not shared with them, though you should read any other terms put in place via the Uploader Page as the operator of the page may include their own terms and conditions where you give them permission to contact you by other methods. 

4.4 Uploader Page. In addition to submitting your Content to the Uploader Page, you may also opt to include your Content in the Uploader Page owner’s ‘library’ where they may store the Content and use it in future Projects, not just the one you submitted it for. It is your choice whether you permit this. 

4.5 All content that is uploaded is governed by the Seenit Content Licence or by Uploader page owner's own content licence.

4.6 You warrant  that you own or have obtained valid licences, consents, permissions and rights to use, and where necessary to license to us, any Content you upload to the Stellar Platform; and our possession and use in accordance with these Terms of any Content (including third-party content) uploaded by you to the Stellar Platform shall not cause us to infringe the rights, including any Intellectual Property Rights, of a third party and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

 

5. Our right to remove Content and Edited Content. 
5.1 Notwithstanding anything to the contrary, we reserve the right to suspend access to remove and/or delete Content or Edited Content on the Stellar Platform:

(a) where a third party alleges the infringement of its Intellectual Property Rights, or privacy or other personal rights;

(b) where we are subject to a court order requiring its removal; and/or

(c) where in our opinion it is contrary to the Acceptable Use Policy.

5.2 We also have the right to disclose your identity to legal enforcements authorities or to any third party who is claiming that any content posted or uploaded by you on the Stellar Platform constitutes a violation of their intellectual property rights, or of their right to privacy. 

6. Disclaimer

6.1 We provide the Stellar Platform to our Customer and make no representations or warranties to you or any kind, express or implied as to the operation or availability of the Services or the Stellar Platform.  We do not warrant that your use of the Stellar Platform shall be uninterrupted or error-free.

6.2 Your use of the Services and the Stellar Platform is directly linked and conditional upon your permission to use these from our Customer and your compliance with these Terms.

6.3 Except as expressly provided in these Terms:

(a) you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or content provided by you to us in connection with the Services, or any actions we take at your direction; and

(b) all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from these Terms.

7. Privacy

7.1 We will use your personal information in accordance with our Privacy Policy. Please take a moment to review such policy and let us know if you have any questions about our current practices at support@seenit.io.

8. Limitation of Liability

8.1 This clause 8 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

(a) any breach of these Terms;

(b) any use made by you of the Services and/or the Stellar Platform; and 

(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

8.2 Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence; fraud or fraudulent misrepresentation or any other liability which cannot lawfully be excluded or limited.

8.3 Subject to clauses 8.2 and 8.3:

(a) we shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for (i) any loss of profits, (ii) loss of business, (iii) depletion of goodwill or similar losses, or for any (iv) indirect or consequential loss, costs, damages, charges or expenses however arising.

(b) Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to £50. 

9. Breach of these Terms 

9.1 When we consider that a breach of these Terms (including our Acceptable Use Policy) has occurred, we may take such action as we deem appropriate. 

9.2 Failure to comply with these Terms may result in our taking all or any of the following actions:

(a) Immediate, temporary or permanent withdrawal of your right to use the Stellar Platform.

(b) Immediate, temporary or permanent removal of any Content uploaded by you to the Stellar Platform. 

(c) Issue of a warning to you. 

(d) Legal action against you. 

(e) Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law. 

9.3 We exclude our liability for all action we may take in response to such breaches. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

10. Virus prevention

10.1 We do not guarantee that the Stellar Platform will be secure or free from bugs or viruses.

10.2 You are responsible for configuring your information technology, computer programmes and platform to access the Stellar Platform. You should use your own virus protection software.

10.3 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Stellar Platform, the server on which the Stellar Platform is stored or any server, computer or database connected to the Stellar Platform. You must not attack the Stellar Platform via a denial-of-service attack or a distributed denial-of service attack. 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 we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Stellar Platform will cease immediately.

11. Governing law and jurisdiction

11.1 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

12. Other important terms

12. 1 Waiver - No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy.

12.2 Entire agreement - These Terms (including our Acceptable Use Policy) represent the entire agreement between you and us in relation to its subject matter and supersedes all previous arrangements, correspondence and understandings between you and us. You acknowledge that you have not relied on any statement, promise  representation, assurance or warranty that is not set out in these Terms.

12.3 Assignment - You shall not, without our prior written consent, assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under these Terms.

12.4 No partnership or agency - Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, or constitute any party the agent of another party nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

12.5 Severance - Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

12.6 Third party rights - Except as expressly provided elsewhere in these Terms, no one other than a party to these Terms, its successors and permitted assignees, shall have any right to enforce any of its terms.

12.7 Notices – When we refer to "in writing" in these Terms, this includes email except in relation to the service of any proceedings or other documents in any legal action.

Defined Terms:

The following terms shall have the following defined meaning in these Terms:

Acceptable Use Policy	our policy on acceptable use of the Stellar Platform and the Content Standards we expect from any Content that is uploaded onto the Stellar Platform [Acceptable Use Policy];
Authorised Users	any employees, agents or independent contractors that the Company authorises to use the Stellar Platform and/or any other individual that is given access to the Stellar Platform to upload Content on the Stellar Platform;
Confidential Information	information (whether or not recorded in documentary form or stored on any magnetic or optical disk or memory) relating to either Seenit’s or the Customer’s business, products, affairs, customers, clients, suppliers, finances or trade secrets including, without limitation, technical data and know-how relating to the business or any business contacts and any other information which by its nature and/or designation is confidential;
Content	photos, videos, text, music and any other media uploaded onto an Uploader Page on the Stellar Platform;
Content Standards	the standards that any and all Content must meet before being uploaded on the Stellar Platform which are set out in our Acceptable Use Policy;
Customer	Seenit’s customer who subscribed to the Stellar Platform and through which you have been given access to the Stellar Platform;
Customer Data	your Content, Edited Content and any personal data stored in your account on the Stellar Platform;
Edited Content	Content which has been edited in the Seenit Studio;
Intellectual Property Rights	copyright and related rights, patents, rights to inventions, trade marks, service marks, design rights, database rights, trade or business names, domain names, right in get-up, goodwill and know-how and all other intellectual property rights whether registered or unregistered and including any application for these rights, and similar or equivalent rights or forms of protection which subsist or will subsist in any part of the world;
Professional Services	any editing services of the Content that may be provided by Seenit;
Seenit Media	the music, images, typefaces, and other content made available by Seenit in the Seenit Studio which can be edited into the Content;
Seenit Studio	the online editing video functionality of the Stellar Platform;
Services	the provision of the Stellar Platform, Seenit Media and App, and including the provision of Professional Services if applicable;
Stellar Platform	the cloud-based video and content submission platform and Seenit Studio, provided by Seenit;
Subject	an individual captured (on either photo or film) by a Contributor for the purpose of uploading such photo or film to the Stellar Platform;
Subscription	the Customer’s choice of Subscription Model giving you access to the Stellar Platform;
Subscription Period	the period during which the Customer’s online Subscription is valid;
Studio User	Any admin, creators or editors that are given access to the Stellar Platform by the Customer;
Uploader Pages	the upload web page set up by you for Contributors to upload Content;