Terms and Conditions
Last updated: November 5, 2024
Please read these Terms and Conditions carefully before using our Service.
1. Definitions
"Evrideo" is a web-based service, owned and operated by Evrideo Inc. ("Company"), which provides a Software-as-a-Service (SaaS) solution for on-line curation and delivery of linear TV channels (the "Service"). These General Terms and Conditions, together with the Service Order executed between Company and the Customer ("Service Order"), govern Customer's access to and use of the Service, and constitute the entire agreement between Company and Customer in relation to the Service ("Agreement"). Capitalized terms used in these General Terms and Conditions and not otherwise defined shall have the meaning attributed to them in the Service Order.
2. Key Definitions
- "Channels" means each of the linear channels identified in the Service Order, which can be curated by Customer through the use of the Service, and which incorporates Licensed Content together with Customer Content.
- "Concurrent Users" means the maximum number of Customer's personnel specified in the Service Order that are authorized to access and use the Service concurrently at any one time for and on behalf of Customer.
- "Content" means images, footage, videos, films, music, sound, graphics, logos, designs, fonts, text, animations, illustrations, program templates, artworks, literary works or any other audio and/or visual representation or impression, or any combination thereof, in any media, format and technology.
- "Effective Date" means the initial date on which Customer may commence using the Service, as set out on the Service Order.
- "Licensed Content" means any Content, whether owned by Company or its third party licensors, which is made available to Customer via the Service for use and display within Channels.
- "Customer Content" means any data or Content (whether owned or controlled by Customer and/or any third party) uploaded, posted, published, processed, or transmitted by, in or through the Service by the Customer, excluding Licensed Content.
- "Intellectual Property Rights" mean all intellectual property rights including, without limitation, rights associated with works of authorship, including copyrights and copyright applications, so-called "moral rights", mask work rights, inventions, patents, patent applications (including any and all continuations or extensions thereof), rights relating to the protection of trade secrets and confidential information, design rights and industrial property rights, any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the same, and any other equivalent rights under applicable law, and all registrations, applications, renewals, extensions, continuations, divisions, reissues, or improvements thereof relating to the foregoing rights, all rights to sue for any infringement of any of the foregoing, and the right to all income, royalties, damages and payments with respect to any of the foregoing rights, in any jurisdiction.
3. Registration and Log-In
As part of the registration process, Customer will identify an administrative username and password for Customer's account. Customer shall also be responsible for maintaining the security of the Customer account and passwords (including but not limited to administrative and user passwords), and for all uses of Customer's account without Customer's knowledge or consent. Company reserves the right to disable any user ID and password without notice or explanation if it believes, in its judgment, that Customer has breached any of the terms of this Agreement.
4. Term
The term of this Agreement shall commence as of the Effective Date and, unless terminated earlier in accordance with its terms, shall continue for the period indicated in the Service Order ("Term").
5. License
Customer undertakes to use the Service only for the purposes permitted by these General Terms and Conditions and in accordance with applicable laws and regulations. Subject to the terms and conditions hereof, and subject to Customer's full and timely compliance with its entire warranties, representations and obligations hereunder, including without limitation, continuous payment in a timely manner of all Service Fees, Company grants Customer a non-exclusive, non-sublicensable, non-transferable, limited, revocable, royalty-bearing license to access and use the Service for the sole purpose of curating Channels, subject at all times to the restrictions set out below and elsewhere in this Agreement.
The use of the Service by Customer is limited to the number of Concurrent Users set forth in the Service Order. Customer undertakes to use the Service solely for its own account, and solely for the purpose of curating Channels owned or controlled by Customer. Customer is strictly prohibited from using the Service as an agent, distributor, broker or reseller for any third party.
6. Service Fees and Payments
(a) In consideration for the right to access the Service, Customer shall pay Company the Service Fees specified in the Service Order, plus applicable taxes (such as Value Added Tax) ("Service Fees").
(b) Customer shall pay Company all Service Fees no later than 30 days of Company's invoice therefore, unless an earlier date is indicated in the Service Order.
(c) All Fees, prices and amounts set forth in these General Terms and Conditions and the Service Order are exclusive of any tax, levy, or similar governmental charge that may be assessed by any jurisdiction ("Taxes"), which, if applicable, shall be borne solely by Customer and added to the amount of Service Fees payable to Company. Any and all payment to be made hereunder by the Customer shall be made without deduction, counterclaim or set-off of any kind or nature, whether in respect of Taxes or otherwise.
(d) Late Payment. TIME IS OF THE ESSENCE REGARDING ALL PAYMENTS DUE TO COMPANY UNDER THIS AGREEMENT. If Customer fails to make any payment to Company under this Agreement on the due date, Customer shall pay Company interest on the amount outstanding at 1% per month, calculated from the due date until receipt. If such failure remains uncured for 14 days or more, Company may disable Customer's ability to use the Service until all outstanding payments, plus all applicable interest, are made in full.
7. Restrictions on Access and Use
Customer shall not use the Service to create Channels which:
- violate any applicable law, regulation, by-law, code or order of any governmental body having jurisdiction;
- are defamatory, obscene, pornographic, misleading, deceptive, fraudulent, unlawful, abusive, hateful, libellous, or otherwise inappropriate;
- violate any Intellectual Property Rights, right of privacy, right of publicity or any other right of any third party; and/or
- contain Content that promotes, encourages or glorifies violence, racism, hate or criminal activity.
Customer covenants and agrees that its use of the Service shall be in a manner consistent with this Agreement and with all applicable laws and regulations. Customer shall not fraudulently use the Service, use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.
8. Title and Ownership
(a) All Intellectual Property Rights and any other proprietary rights in and to the Service, and any software, hardware, systems, materials and equipment comprising, or which are used by Company to render the Service ("Company Technology") are owned by Company or by its licensors, exclusively, and are protected by applicable Intellectual Property Rights laws.
(b) Customer shall not make any use of the Service or any portion thereof, except as expressly permitted under this Agreement. Customer shall not:
- copy, modify or create derivative works based on the Service or any portion thereof;
- reverse engineer, compile, decompile, decrypt, disassemble or attempt to derive the source code of the Service;
- remove or alter any proprietary notices, labels, or marks on the Service;
- use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service.
(c) Customer Content remains the property of Customer. Customer grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce, and process Customer Content solely as necessary to provide the Service.
9. Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Each party agrees to use the other party's confidential information solely for the purposes of this Agreement and to protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
10. Representations and Warranties
Each party represents and warrants that:
- it has the full power and authority to enter into this Agreement;
- this Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party;
- its execution and performance of this Agreement does not and will not violate any applicable law or any agreement to which it is a party.
Customer further represents and warrants that it owns or has obtained all necessary rights, licenses, consents, and permissions to use and authorize Company to use all Customer Content as contemplated by this Agreement.
11. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
13. Indemnification
Customer shall indemnify, defend and hold harmless Company and its officers, directors, employees, agents, licensors and suppliers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to:
- Customer's violation of this Agreement;
- Customer Content;
- Customer's use of the Service in violation of applicable law; or
- Customer's infringement of any third party's Intellectual Property Rights.
14. Termination
Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Company may also terminate or suspend Customer's access to the Service immediately upon written notice if Customer fails to pay any Service Fees when due and such failure remains uncured for fourteen (14) days, or if Customer's use of the Service poses a security risk to the Service or to any third party.
Upon termination of this Agreement for any reason: (i) all licenses granted hereunder shall immediately terminate; (ii) Customer shall immediately cease all use of the Service; and (iii) each party shall return or destroy the other party's confidential information. Termination shall not relieve Customer of the obligation to pay any Service Fees accrued prior to the effective date of termination.
15. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law provisions. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by the competent courts located in Tel Aviv, Israel, and each party irrevocably submits to the exclusive jurisdiction of such courts.
16. General Provisions
Entire Agreement. This Agreement, together with the Service Order, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
Amendments. Company reserves the right to modify these Terms and Conditions at any time. We will notify Customer of material changes by posting the updated terms on this page and updating the "Last Updated" date. Continued use of the Service after such changes constitutes Customer's acceptance of the new terms.
Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Waiver. The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision.
Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Company's prior written consent. Company may assign this Agreement without restriction.
Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier to the addresses set forth in the Service Order.
17. Contact Us
If you have any questions about these Terms and Conditions, you can contact us:
