Stellar Platform Terms of Sale

Last updated: 27 April 2021

 

  1. About us
    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”.  
    2. Contacting us. To contact us, please email us at support@seenit.io 
  2. Our contract with you
    1. Our contract. These terms and conditions (“Terms”) and your Order Form apply to your Subscription and use of the Stellar Platform, Professional Services, Seenit Media and App (“Contract”). 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.
    2. Entire agreement. The Contract is 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 the Contract.
    3. Language. These Terms are made only in the English language.
    4. Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
  3. Placing an order for a subscription 
    1. Placing your order. Please follow the link sent to you by email or the onscreen prompts, as applicable, to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy a subscription for the Stellar Platform subject to these Terms and the payment of the relevant fees.
    2. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
    3. Accepting your order. After you place your order, you will receive an email from us acknowledging that we have received it and confirming your order (“Order Confirmation”), at which point and on which date (“Commencement Date”) the Contract between you and us will come into existence. The Contract will relate only to your use of the Stellar Platform in accordance with your choice of Subscription Model [please insert link to your Model subscription table] confirmed to you in the Order Confirmation. 
  4. Our Services and Subscription to the Stellar Platform
    1. Subscription. In consideration of paying the applicable Subscription Fees, and in accordance with these Terms we shall: 
      1. provide you with access to the Stellar Platform for the Initial Subscription Period and any Extended Subscription Periods, until expiry or termination of the Contract in accordance with these Terms; and
      2. provide online training materials on how to use the Stellar Platform.
    2. Professional Services. Depending on your Subscription Model, we may provide you some Professional Services as part of your package; if these are not included you may from time to time request Professional Services. In such cases, we shall set out the scope of the Professional Services in writing (including details of any costs and other terms and conditions that apply) for you to approve prior to us providing the Professional Services. In such cases, you understand and agree that these Terms will not apply to any such additional Professional Services. If these Professional Services are editing services, editors shall transfer the copyright in the content they edit to us, and subject to full payment of the costs for the Professional Services, we shall assign the copyright to you.
    3. Modifications. We reserve the right to modify the Stellar Platform, including the technical infrastructure on which the platform operates on, to introduce new and/or modify existing functionality and improvements.
  5. How to pay
    1. Payment for the Stellar Platform is in advance. We will take your first payment upon our Order Confirmation and we will take any subsequent payments as agreed in your Subscription Model. For any failed or cancelled payments, a £20 administration fee will be levied.  
    2. You can pay for the Services using a debit card or credit card. We accept the following cards:
      1. Mastercard
      2. Visa
      3. American Express
    3. We will send you an electronic invoice within seven days of the beginning of the month following payment.  
    4. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 17 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time.     
    5. All amounts and fees stated or referred to in this Contract are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate if you have a VAT number. 
    6. Seenit may increase the Subscription Fees at the end of the Initial Subscription Period and each Extended Subscription Period on 60 days’ written notice.
  6. Your use of the Stellar Platform
    1. Use of the Stellar Platform. You may use the Stellar Platform as you deem necessary but solely for the purpose of creating Content for your business purpose and enabling Contributors to submit Content to one of your Uploader Pages. You may use the Content as you require (subject to licensing terms and applicable laws) in accordance with any licence terms you add to the Uploader Page. 
    2. Content. 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 your own communication channels, including but not limited to your social media pages, website, intranet or YouTube account.
    3. Acceptable Use. You agree not to use the Stellar Platform to store, distribute or transmit any material, Content or Edited Content that:
      1. is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images; 
      4. promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, or any other illegal activity; and/or
      5. infringes any third-party Intellectual Property Rights or other personal or privacy rights.
    4. Your Responsibility. You are responsible for the use of the Stellar Platform in accordance with these Terms, and the Uploader Pages under your control, including any use by your Contributors (whether fraudulent or invited by you to use the Uploader Pages). You are responsible for ensuring that your employees and other staff’s use the Stellar Platform is in accordance with these Terms and your own internal policies.
    5. You may not resell or relicense the access to or rights to use the Stellar Platform, whether directly or indirectly to any third parties. You may not use the Stellar Platform for any other company or business.
  7. Ownership of User Generated Content
    1. We do not take ownership of any User Generated Content. We keep in place a User Generated Content Licence between ourselves and the Contributors so that we are licensed by a Contributor to, amongst other things, store, edit, modify, copy, download, perform and use the User Generated Content for the purpose of:
      1. making available the Stellar Platform to you;
      2. enabling you to use the Stellar Platform to edit and modify the User Generated Content subject to any restrictions governing model clearances which are the responsibility of a Contributor and/or you; and
      3. to enable you to use the User Generated Content (and any segments or edited versions) on a royalty free, worldwide, perpetual, and irrevocable, sublicensable basis.
    2. We shall obtain a confirmation from Contributors that their Content complies with the Acceptable Use Policy, however, we give no warranty or guarantee that a Contributor has complied with the terms of the Acceptable Use Policy or that their confirmation is true.
    3. You may enter into additional licensed rights directly with the Contributors to limit or extend the rights granted under the User Generated Content Licence provided that we shall not be limited or prevented from obtaining all necessary rights and permissions we require to store, edit, modify copy, download, perform and use the User Generated Content for the purpose of making available the Stellar Platform to you and to use clips of Edited Videos. 
  8. Your licence to us

8.1 We do not take any ownership of your Content. You grant us (and our intra group companies) a revocable, sub-licensable, non-transferable, non-exclusive, royalty-free, worldwide limited licence for the term of this Contract and our data retention period to use, exploit, copy, reproduce, sub-license, modify any content you upload to the Stellar Platform and Edited Content, solely to the extent necessary to enable us to comply with our obligations under these Terms and to provide the Stellar Platform and its functionality to you.

  1. Our right to remove Content, Edited Content and User Generated Content
    1. Notwithstanding anything to the contrary, we reserve the right to suspend access to, remove and/or delete User Generated Content, Content, Edited Content and any other content on the Stellar Platform:
      1. where a third-party alleges the infringement of its Intellectual Property Rights, or privacy or other personal rights; 
      2. where we are subject to a court order requiring its removal; and/or
      3. where it is contrary to the Acceptable Use Policy.
  2. How we process personal data
    1. The Stellar Platform, the Content and Edited Content are hosted by us on third-party servers. Content and Edited Content will likely contain personal data in relation to data subjects (the “Subject Personal Data”) which we therefore will store, copy and make available to you, and as you choose to access, as part of receiving the Services. We will also process personal data in relation to Contributors and Editor Contributors including but not limited to name, email address, login details and profile photo (the “Contributor Personal Data”).
    2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
    3. Both you and we acknowledge that:
      1. for the purposes of the Data Protection Legislation, if we process any Subject Personal Data on your behalf when making the Stellar Platform available to you, then you are the Controller, and we are the Processor in relation to such Subject Personal Data;
      2. for the purposes of the Data Protection Legislation, if we process any Subject Personal Data on behalf of a Contributor when making the Stellar Platform available to a Contributor, then the Contributor is the Controller, and we are the Processor;
      3. the Data Processing Particulars in the Order Form sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject;
      4. the Subject Personal Data may be transferred or stored outside the UK or the country where you are located in order to carry out the Services and our other obligations under these Terms.
    4. Both you and we acknowledge that, for the purposes of the Data Protection Legislation, when we process Contributor Personal Data, we are doing so as separate controller and we will comply with the applicable requirements under the Data Protection Legislation in respect of such Contributor Personal Data. 
    5. You shall ensure you have all necessary permissions, consents and lawful basis and comply with applicable Data Protection Legislation in processing the Subject Personal Data and in particular that you have the necessary consents to process any special categories of personal data. 
    6. Without prejudice to the generality of clause 10.2, where we act as a data processor to you, then we shall, in relation to the Subject Personal Data:

 

      1. process that Subject Personal Data only on your documented written instructions (which are to process the Subject Personal Data in order to perform the Services under these Terms) unless we are required by Data Protection Legislation to process such personal data. Where we are relying on Data Protection Legislation as the basis for processing personal data, we shall promptly notify you of this before performing the processing required unless Data Protection Legislation prohibits us from notifying you;
      2. ensure that we have in place appropriate technical and organisational measures, which we shall regularly review, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); 
      3. not transfer any Subject Personal Data outside of the UK unless appropriate safeguards in relation to the transfer have been put in place;
      4. assist you in responding to any request from a data subject in respect of Subject Personal Data and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      5. notify you without undue delay on becoming aware of a personal data breach (and not less than 48 working hours of becoming aware);
      6. at your written direction, delete or return personal data and copies thereof to you within 90 days of termination of the Contract unless required to store the personal data; and
      7. maintain complete and accurate records and information to demonstrate our compliance with this clause 10 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
    1. You consent to us appointing third-parties as third-party processors of personal data under this Contract. We shall keep a list of such third-party processors which will be available upon request. If you have any reasonable objections to one of these third-party processors, we will discuss in good faith how to either change such processor or prevent it from processing your Subject Personal Data. We confirm that we have entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third-party's standard terms of business or containing the model clauses and in either case, we confirm those terms shall reflect and will continue to reflect the requirements of the Data Protection Legislation. As between you and us, we shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 10. 
    2. We may, at any time on not less than 30 days' notice, revise this clause 10 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when updated in these Terms).
    3. We will follow our archiving and security procedures for Customer Data as set out in our data retention policy, available at: https://www.seenit.io/legal/privacy-policy/. We will delete Subject Personal Data 90 days after termination and you can request access to this data for download during this period. 
    4. We will promptly notify you in writing of any actual or suspected loss or damage to the Subject Personal Data. In the event of any loss or damage to Subject Personal Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Subject Personal Data from the latest backup of such Subject Personal Data which is maintained by us in accordance with the archiving procedure set out at https://www.seenit.io/legal/privacy-policy/. We shall not be responsible for any loss, destruction, alteration or unauthorised access to, or disclosure of Subject Personal Data caused by any third-party (except those third parties sub-contracted by us to perform services related to Subject Personal Data maintenance and back-up). This clause 10.10 is without prejudice to the generality of clause 10.2.
  1. Our obligations to you
    1. We guarantee that the Stellar Platform will be perform substantially in accordance with the Stellar Platform Specification. This guarantee shall not apply to the extent of any non-conformance that is caused by use of the Stellar Platform which is contrary to our written instructions or any act or event beyond our reasonable control.
    2. If the Services do not conform with the guarantee in clause 11.1, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking in clause 11.1.
    3. Notwithstanding the above clause, we do not warrant that your use of the Stellar Platform shall be uninterrupted or error-free.
    4. This Contract shall not prevent us from entering into similar agreements with third-parties, or from independently developing, using, selling or licensing materials, products or services that are similar to those provided under this Contract.
    5. Your obligations to us. You shall:
      1. provide us with access to your account team, which shall initially consist of the individuals listed in the Order Form;
      2. comply with all applicable laws and regulations with respect to your activities under these Terms and your use of the Stellar Platform;
      3. keep your Stellar Platform account password and login details secure; and
      4. not allow any other party to access or use the Stellar Platform under your account.
    6. About the security of the Stellar Platform. We shall:
      1. ensure at all times that appropriate safety and security systems, policies and procedures are maintained and enforced to prevent unauthorised access or damage to, and to ensure the business continuity of, the Stellar Platform and the Customer Data, in accordance with good industry practice and the Stellar Platform Specification;
      2. ensure that the Stellar Platform is designed, maintained and upgraded at all times so as to mitigate against unauthorised access or damage;
      3. notify you as soon as we are aware (during office hours and in any event not more than 48 hours after we become aware) of any incident relating to unauthorised access;
      4. respond without delay to all queries and requests for information from you about any data incident, whether discovered by us or you; and
      5. promptly cooperate with any request for information made in respect of: (i) any incident or (ii) any requests for information, or inspection, made by a regulator with competent jurisdiction in your industry sector.
  2. Warranties
    1. You warrant, represent and undertake that:
      1. you have full capacity and authority to enter into and perform this Contract and that this Contract is executed by your duly authorised representative;
      2. you have the authority to grant any rights to be granted to us under this Contract;
      3. you shall comply with and use the Stellar Platform in accordance with these Terms and all applicable laws, and shall not do any act that shall infringe the rights of any third-party including the publishing or transmission of any materials contrary to relevant laws or in breach of the Acceptable Use Policy;
      4. you own or have obtained valid licences, consents, permissions and rights to use, and where necessary license to us, any content you upload to the Stellar Platform; and
      5. 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.
    2. We warrant, represent and undertake that:
      1. we have the full capacity and authority to enter into and perform this Contract and that this Contract is executed by a duly authorised representative;
      2. we will comply with all applicable laws and regulations in performing our obligations under this Contract; and
      3. your possession and use in accordance with this Contract of any Seenit Media shall not cause you to infringe the rights, including any Intellectual Property Rights, of any third-party.
  3. Ownership of the Stellar Platform and Seenit Media
    1. 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 this Contract 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.
    2. Subject to your full payment of all fees applicable under these Terms, we grant you a perpetual, irrevocable, sub-licensable, non-transferable, non-exclusive, royalty-free, worldwide licence to use, copy, reproduce, distribute, publicly display, publicly perform, sub-license, modify, improve, enhance and make derivative works of the Seenit Media for use within the Edited Content only.
  4. Confidentiality
    1. The provisions of this clause 14 shall not apply to any Confidential Information that:
      1. is or becomes generally freely available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause 14);
      2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
      3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
      4. was known to the receiving party before the information was disclosed to it by the disclosing party;
      5. the parties agree in writing is not confidential or may be disclosed; or
      6. the receiving party proves to the reasonable satisfaction of the disclosing party was developed by or for the receiving party independently of the information disclosed by the disclosing party.
    2. Each party shall keep the other party's Confidential Information confidential and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under these Terms (“Permitted Purpose”) or disclose such Confidential Information in whole or in part to any third-party, except as expressly permitted by this clause 14.
    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which they may have access to is not disclosed or distributed by its representatives in violation of these Terms.
    4. Each party may disclose the other party's Confidential Information to representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
      1. it informs such representatives of the confidential nature of the Confidential Information before disclosure; and
      2. at all times, remains responsible for such representatives' compliance with the confidentiality obligations set out in this clause 14.
    5. Each of us may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental, supervisory or other regulatory authority (including reporting a suspected criminal offence to the police or any law enforcement agency or cooperating with any such law enforcement agency regarding a criminal investigation or prosecution) or by a court, ombudsman or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    6. Each party reserves in full all rights in its own Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Terms are granted to the other party or to be implied from these Terms.
  5. Publicity Announcements
    1. With your prior approval in writing, we may:
      1. use your approved logo and name on our website and marketing materials to refer factually to you as our customer and to highlight how the Stellar Platform was used; and
      2. put together case studies on how you used the Stellar Platform which may include clips of your Edited Content and may contain User Generated Content.
  6. Limitation of liability
    1. This clause 16 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:
      1. any breach of this Contract;
      2. any use made by you of the Services and/or the Stellar Platform; and 
      3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Contract.
    2. Except as expressly provided in this Contract:
      1. 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
      2. all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this Contract.
    3. Nothing in these Terms excludes or limits our liability for: 
      1. death or personal injury caused by our negligence;
      2. fraud or fraudulent misrepresentation; or
      3. any other liability which cannot lawfully be excluded or limited.
    4. Subject to clause 16.3:
      1. 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.
      2. 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 this Contract shall be limited to 125% of the Subscription Fees paid under this Contract in the 6 months preceding the event that gave rise to the claim.
  7. Term and termination
    1. The Contract shall commence on the Commencement Date and shall apply in full force and effect for the Initial Subscription Period and any Extended Subscription Period(s) in accordance with clause 17.2. 
    2. Unless terminated earlier in accordance with this clause 17, the Subscription Period shall automatically extend for successive equivalent periods at the end of each current Subscription Period (each additional period being a “Extended Subscription Period”). 
    3. Either party may terminate the Contract for convenience by giving the other party a minimum of 30 days’ written notice before the end of the applicable Initial Subscription Period or the Extended Subscription Period.
    4. Without prejudice to any other right or remedy available to it, either party may also terminate this Contract (and therefore the Subscription) with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any of these Terms and, if such breach is remediable, fails to remedy that breach within a period of 30 days after being notified in writing to do so, and material breach shall include a failure to pay any of the applicable fees;
      2. the other party breaches any of the terms of clause 14; or
      3. the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
    5. The following provisions shall survive termination of the Contract: clause 14 (confidentiality), clause 16 (Limitation of Liability), clause 17.6(b) (ability to download your Content and Edited Content), clause 18 (Disputes) and clause 19 (Governing law and jurisdiction).  
    6. On expiry or termination of this Contract for any reason:
      1. we shall immediately cease provision of the Stellar Platform; and
      2. you can request a download from the Stellar Platform of your Content and Edited Content for a period of 90 days after termination. If it is not downloaded after 90 days, we will delete it. 
  8. Disputes

18.1 In the event of any dispute over the performance of the Services, then, and prior to commencing any litigation, the parties shall enter good faith discussions to resolve the dispute. The party alleging non-performance shall provide written details of the basis of its dispute to the other party, and senior representatives of each party shall use their commercial endeavours to resolve the dispute as expeditiously as possible.

  1. Governing law and jurisdiction
    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.
    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).
  2. Other important terms
    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.
    2. 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.
    3. 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.
    4. 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.
    5. Third-party rights - Except as expressly provided elsewhere in these Terms, no one other than a party to this Contract, its successors and permitted assignees, shall have any right to enforce any of its terms.
    6. 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

 

 

 

the guidelines set out in the User Generated Content Licence entered into by a Contributor setting out the policy on acceptable use [ADD LINK];

 

Authorised Users

your employees, agents or independent contractors who you authorise to use 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 via the Stellar Platform;

 

Contributor

a person who uploads Content to the Stellar Platform;

 

Controller, Processor, personal data

 

shall have the meaning assigned to them in the Data Protection Legislation;

Customer Data

your Content, Edited Content and any personal data stored in your account on the Stellar Platform;

 

Data Protection Legislation

all applicable data protection and privacy legislation in force from time to time in the UK, and as amended from time to time, including UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426);

 

Edited Content

Content which you have edited in the Seenit Studio;

 

Editor Contributor

a person who can both upload Content to the Stellar Platform and edit Content on the Stellar Platform;

Extended Subscription Period

has the meaning ascribed to it in clause 17.2; 

 

Initial Subscription Period

 

the initial term as set out on the online Order Form;

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;

 

Order Form

the online order form between Seenit and you setting out your choice of Subscription and its applicable commercial terms upon which Seenit makes available the Stellar Platform, and which incorporates these Terms to form the Contract;

 

Professional Services

any editing services of your 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 included in your Subscription Model;

 

Stellar Platform

the cloud-based video and content submission platform and Seenit Studio, provided by Seenit;

 

Stellar Platform Specification

Seenit’s document setting out an overview of the technology functionalities and securities of the Stellar Platform, as may be amended from time to time, a copy of which shall be made available to you on your request;

 

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

your choice of Subscription Model giving you access to the Stellar Platform;

Subscription Fees

the fees payable by you to Seenit for accessing the Stellar Platform, payable in advance, which will differ depending on your choice of Subscription and which are set out in your Order Form;

 

Subscription Model

 

the various subscription models [https://www.seenit.io/pricing] made available to you by Seenit for using the Stellar Platform;

 

Subscription Period

 

 

the period during which your online Subscription is valid which start at the beginning of Initial Subscription Period and comprises any Extended Subscription Period until this Contract ends or is terminated;

 

UK GDPR

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 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018;

 

Uploader Pages

the upload web page set up by you for Contributors to upload Content;

 

User Generated Content

content uploaded on an Uploader Page by a Contributor; and

 

User Generated Content Licence

the licence entered into by a Contributor with Seenit when they upload Content onto the Stellar Platform.