Shootitlive Terms and Conditions of Use
Effective as from March 12 2014
This document (the “Agreement“) is a legally binding agreement between you (the “Customer“) and Shootitlive AB, a company registered in Sweden under 556774-4049 (the “Supplier“) that governs your use of Shootitlive’s service (as defined below).
The Shootitlive Service can be accessed as an free-to-the-user service (the “Free Service“), an advertisement free version of the Shootitlive Service, with caps on usage according to the price plans, for which you pay a monthly or yearly subscription (the “Small, Medium, Large and XL Service“). The Small Service, the Medium Service, the Large Service and the XL Service are collectively referred to as the “Paid for Service”. Please note that you must read and agree to the terms and conditions of this Agreement before you use the Shootitlive Service. If you do not agree to the terms and conditions of the Agreement, you may NOT use the Shootitlive Service. For a detailed description of the features in each of the Shootitlive Services, please see the Shootitlive Website.
Supplier and Customer are referred to individually as a “Party“ and together as the “Parties“.
1. Background information
The Supplier offers a service intended for websites, where on-the-field photographers publish photos, audio clips and video clips of current events live as they unfold, from any location with UMTS/3G coverage, capable of mobile high-speed data transmission.
Customer wishes to use the Service to publish photos, audio clips and video clips to the Web Site.
In view of the aforesaid, the Parties have entered into the following Agreement.
“Business Day(s)“ means days when banks are usually open in Sweden, excluding Internet banks.
“Business Hours“ means 9 am – 5 pm CET on Business Days.
“Content Creator“ means an employer or consultant of the Customer who is engaged to create media that can be stored and distributed through the Service, such as an on-the-field photographer.
“Contract Period“ shall have the meaning given to it in Section 13.
“Force Majeure“ shall have the meaning given to it in Section 14.1.
“Project(s)“ means a project in the Service.
“Service(s)“ means the Free Service and the Paid for Service.
“Traffic“ means the total number of unique image and video views sent from the Service to the Web Site and its visitor’s measured by the Supplier.
“Web site“ means the web site where the Customer will publish photos and video clips by using the Service.
3. The agreement
In case of any conflict between the provisions of the Appendices and this Agreement, the provisions of this Agreement shall prevail.
The Supplier grants to the Customer a non-exclusive, non-transferrable license to use the Service during the Contract Period within the Territory provided that the Customer is not in breach of any part of this Agreement (the “License“).
The License includes the right for the Content Creator to upload created materials into the Service.
The Supplier reserves all rights not expressly granted by the Supplier in this Agreement.
5. Service specification and scope
The Supplier shall use its best efforts to ensure that the Service meets the specifications set forth in this Agreement. The service includes access to the Supplier Service where the Customer’s employees or Content Creators creates and administrates Projects and upload photos, audio clips and video clips and generate the programming code to embed the Supplier’s media player on the Web site.
The Free Service includes ad-supported monetization elements provided by Customer or its partners ("Ad Support"). By using the Free Service, your visitors will view advertising that we place on the Service. By using the Free Service, you agree that we may place advertising in whatever manner, mode, and extent we choose, and that the revenue we earn is for our sole benefit and account. The Free Service can be used for displaying up to 30,000 image views and/or 10,000 video views each month. If the usage exceeds these limits access to the Shootitlive account can be suspended and embedded Shootitlive players be shut down.
Subject to Customer's discretion, certain Paid for Service Accounts will be eligible for revenue participation based on Ad Support revenues and other factors established by the Supplier from time to time ("Revenue Share"). If you qualify for Revenue Share, we will contact you and inform you of the supplemental terms applicable to revenue participation. You will need to review and accept those supplemental terms before you enroll in Revenue Share.
Subject to Section 8.2, either Party that wishes to amend the scope or nature of the Service shall promptly notify the other Party thereof. Amendments or additions to the Services must be in writing and executed by the Parties in accordance with the provisions of Section 14.1 to be valid.
The Shootitlive player can have the "Buy button" visible, which enables the marketplace where victors can buy printed copies of photos. The Content Creator or customer need to have a separate agreement regarding kickback and payouts of photos sold. If a agreement is not in place the Supplier have the right to sell printed copies without paying the Content Creator or Customer.
6. Service levels
This SLA sets out the reimbursement that the Customer using the Paid for Service is entitled to if the Service does not meet the guaranteed uptime specified below.
The Supplier shall provide the Service with a monthly uptime of at least 99.7%. The guaranteed uptime is calculated as follows: 24 x number of days a month - time for scheduled maintenance service = 100% uptime.
Downtime means the time during which the images, audio clips or video clips are not available or visible from the provided host (url) address. The host (url) address is initially media.shootitlive.com but may be changed during the Contract Period.
Reimbursement and calculation
For a reimbursement to be made under this SLA the Customer must submit a written request to the Supplier within thirty (30) days from the date of remedy of a failure to meet the guaranteed uptime for the Service.
Reimbursement is made by deductions from next invoice sent to the Customer. The Supplier’s maximum liability under this SLA shall be 100 percent of the monthly charge for the relevant month.
Reimbursement is made according to the following model.
For availability below: Percentage repayment of traffic charge: 99,9% 5% 99% 20% 98% 50% 97% 100%
7. Supplier requirements
The Supplier shall be available for support during Business Hours via telephone and email for users of the Paid for Service.
he Supplier shall use its best efforts to notify the Customer of any planned service disruptions well in advance.
8. Prices and invoicing
The current prices for the Paid for Service are specified on the Supplier’s Website.
The Supplier may change the price for the Paid for Service from time to time. In respect of the Paid for Service, such changed price will take effect after the expiry of the then current Contract Period. Any price change will be communicated to you. If you do not wish to be bound by such changed price relating to your Paid for Service you may terminate your subscription of your Paid for Service in accordance with Section 13 (Contract Period and Renewal). Your continued use of the Paid for Service after the communication of such price change to you constitutes an acceptance of such new price.
The Customer is invoiced for the Paid for Service monthly in arrears. The invoice shall specify the fixed charge, the traffic charge and other compensation under special arrangement in accordance to a separate written agreement between the Parties. Video views are based on an average file size of 2 MB each. The video view calculation formula is: total number of megabytes generated from video views divided with 2 MB, which gives the amount of video views.
The invoice will be sent to the specified e-mail address as an attached pdf file unless the Parties have agreed otherwise.
Unless otherwise agreed in writing, invoices shall be paid within thirty (30) days from the issue date of the invoice. If the Customer does not pay the invoice on time, the Supplier is entitled to interest on overdue payment according to Swedish law. The Supplier shall also be entitled to suspend provision of Service until the Customer has paid any outstanding overdue debts and provided adequate security for future payments.
9. Intellectual property rights
Notwithstanding anything to the contrary, the Supplier retains and reserves title and full ownership rights and all intellectual property rights in and to the Service licensed under this Agreement.
The Customer will only use media files in the Service that the Customer have the lawful right to use, copy, distribute, transmit, or display; and that do not infringe any intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right).
The Supplier has the right to display the Customer’s media files on the Supplier’s website.
The Supplier represents and warrants that it has the experience and ability to perform the services required by this Agreement.
The Customer represents and warrants that no unlawful, infringing or harassing content shall be uploaded or distributed by the Customer in the Service.
The Supplier shall indemnify and hold the Customer harmless against any and all losses, liabilities, costs and expenses in respect of claims on the grounds that the Service or any part thereof or any actions by the Supplier infringes the intellectual property rights of any third party.
The Customer shall defend, at its expense, indemnify and hold the Supplier harmless against any and all losses, liabilities, costs and expenses in respect of third party claims relating to the Customers use of the Service.
The Parties shall not disclose to any third party, without the other Party's consent, documents or otherwise reproduce data which is protected under the law on trade secrets to any further extent than is required for Service implementation.
The Parties may disclose confidential information to the other Party when performing this Agreement, whether orally, in writing or otherwise. Against this background the Parties undertake to:
- not disclose confidential information to any third parties without the other Party’s prior written consent;
- neither itself nor through another channel, use the confidential information outside the cooperative relationship without the other Party’s prior written consent;
- keep obtained documents, records, electronic files and other material containing confidential information safe to prevent unauthorized access;
- at the disclosing Party’s request, promptly return or destroy any and all documents, records, electronic documentation or other material provided to the receiving Party.
Each Party shall ensure that confidentiality is observed also with respect to its employers and/or consultants.
The obligation of confidentiality shall not extend to any information that
- at the time of disclosure is in the public domain, or after disclosure comes into the public domain through no fault or breach of this Agreement by the receiving Party;
- the receiving Party can demonstrate was in its possession at the time of disclosure by the disclosing Party and was not acquired directly or indirectly from the disclosing Party;
- is received after the time of disclosure by the receiving Party from a third party who did not acquire such confidential information directly or indirectly from the disclosing Party under obligations of confidentiality and who is in lawful possession of such Confidential Information; or
- is required to be disclosed by law.
13. Contract period and renewal
This Agreement will become effective in relation to you when you create a Service account or when you start using the Service and will remain effective for twelve (12) months, unless terminated or extended in accordance with this Section 13 (the “Contract period“).
Unless terminated with one (1) months notice before the end of the Contract Peroid, this Agreement and the Contract Period shall be automatically extended by twelve (12) months at a time.
The confidentiality undertaking in Section 12 shall remain in force for a period of twelve (12) months after termination or expiration of this Agreement.
Either Party has the right to terminate the Agreement with immediate effect if the other Party:
- Defaults by failing to perform any material obligation under the Agreement and fails to remedy such default within thirty (30) days of the receipt of a written notice from the other Party; or
- is declared bankrupt, or is the subject of a bankruptcy petition or enters into negotiations for an arrangement with its creditors, voluntary or compulsory, or has made an arrangement with its creditors, enters into liquidation, suspends payments to its creditors or otherwise can be assumed to be insolvent.
The Supplier reserves the right to terminate this Agreement or suspend your Service account at any time in case of unauthorised, or suspected unauthorised use of the Service whether in contravention of this Agreement or otherwise. If the Supplier terminates this Agreement, or suspends your Service account for any of the reasons set out in this section, the Supplier shall have no liability or responsibility to you, and the Supplier will not refund any amounts that you have previously paid.
The Supplier shall always be compensated for work performed and proven cost unless the Customer has been entitled to terminate the Agreement due to a material breach of the Supplier.
Consequences of termination
Upon termination of the Agreement, each Party shall ensure that its obligations under this Agreement are met until the last day of the Agreement.
14. Force majeure
Neither Party shall be liable towards the other Party, nor shall the other Party have the right to terminate this Agreement, for any delay or default in performing hereunder if such delay or default is caused by conditions beyond the non-performing Party’s control including, but not limited to, Acts of God, industrial actions, riots, wars, acts of terrorism, acts of government or any other cause beyond the reasonable control of the Party whose performance is affected.
In case of Force Majeure, each Party shall without delay notify the other Party in writing and provide all relevant information to the other Party.
If Force Majeure continues for more than [four (4) calendar weeks], either Party may terminate this Agreement immediately without further notice.
Amendments to the Agreement shall be made in writing and duly signed by both Parties in order to be valid.
The Supplier may assign this Agreement or any part of it without restrictions. You may not assign this Agreement or any part of it to any third party.
This Agreement and constitutes the entire agreement and understanding of the Parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.
All notices or other communications under this Agreement shall be in writing and be sent by registered mail, courier or fax and shall be deemed to have been received by a Party:
- if sent by registered mail, unless actually received earlier, on the seventh (7th) Business Day after the date of mailing;
- if delivered by courier, on the day of delivery; or
- if sent by fax, upon receipt by the sender of the confirmation receipt at the end of transmission.
All such notices and communications shall be addressed as set out above or to such other addresses as may be given by written notice in accordance with this Section 14.5.
We reserve the right, in our sole discretion, to change these Terms from time to time. Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the updated Terms become effective. You agree that we may notify you of the updated Terms by posting them on our website, and that your use of the Service after the effective date of the updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the updated Terms. Therefore, you should review these Terms before using the Service. The updated Terms will be effective as of the time of posting, or such later date as may be specified, and will apply to your use of the Service from that point forward. These Terms will govern any disputes arising before the effective date of the updated Terms.
If any part of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such determination shall not invalidate or affect any other provision of this Agreement.
Governing law and dispute resolution
This Agreement shall be governed by, and construed in accordance with the substantive laws of Sweden.
Any dispute, controversy or claim arising out of, or in connection with, this Agreement or the breach, termination or invalidity thereof, shall be finally settled by the District Court in Stockholm, Sweden.
16. English version prevails
In the event that this Agreement is translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.