Please read these terms and conditions carefully before using Our Services.
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
• Country refers to Spain
• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to VIDJET TECHNOLOGIES, S.L., C/ Llacuna 162, 08018, Barcelona.
• Device means any device that can access the Services such as a computer, a cellphone or a digital tablet.
• Services refer to the Web App and Website refers to Vidjet, accessible from https://www.vidjet.io
• Web App refers to the Vidjet platform, accessible from http://app.vidjet.io/
• Terms and Conditions (referred to as either "Terms" or “Terms of Service” or "Terms of Services") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Services.
• Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Services.
• Account refers to a Client account on http://app.vidjet.io/
• Client (also referred as "You" in this Agreement) means the individual accessing or using the Services, or the company, or other legal entity on behalf of which such individual is accessing or using the Services, as applicable.
• Reps refers to users of Clients’ services (= our Clients’ users)
• Content refers to every elements that can be included in a video-popup
• Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
These are the Terms and Conditions governing the use of this Services and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all Clients regarding the use of the Services.
Your access to and use of the Services is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Services.
By accessing or using the Services You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Services.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Services.
Your access to and use of the Services is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Web App or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Services.
Services is offered to individuals and companies (“Client” or “You”), either conducting business activities on their own or acting as consumers. For purposes of these Terms and Conditions, “consumer” shall be interpreted as any individual or company using the Services for a purpose other than to conduct a business or commercial activity.
You agree to not engage in any activity that interferes with or disrupts the Services. The Company reserves the right to enforce quotas and usage limits at its sole discretion, with or without notice, which may result in the Company disabling or throttling your usage of the Services for any amount of time.
In order to access the Services, you will need to register and create a personal and non-transferable account in the Services (the “Account”). To this end, you must provide true, current, complete, and accurate information, as requested during the registration process, that refers to You. You cannot sign up or otherwise create an account with us on behalf of a third party.
Once an Account has been successfully created, Services will be available and ready to use.
Clients and users of Client’s Services account ("Reps") may access and use the Services in accordance with this Agreement, the Services Terms of Use, Privacy Policy, and any other applicable agreements.
Facilities and Data Processing
We will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Client Data. These measures are designed to protect the integrity of Client Data and guard against the unauthorized or unlawful access to, use, and processing of Client Data. Client agrees that we may transfer, store, and process Client Data in locations other than Client's country. "Client Data" means Stored Data and Account Data. "Client Data" means the files and structured data submitted to the Services by Client or Reps. "Account Data" means the account and contact information submitted to the Services by Client or Reps.
You acknowledge and agree that the Services may change from time to time without prior notice to You. Changes include, without limitation, changes to fee and payment policies, security patches, added or removed functionality, and other enhancements or restrictions. The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
The Services may be available worldwide. The Services may be made available under different trademarks in different countries and, where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries.
We transmit videos and other elements via external operators. As such, our influence over the timing of the transmission of your messages and broadcasts are limited by the technical constraints imposed by those networks. We do not guarantee a specific delivery time. We are not liable for any loss incurred by the failure of a video to be loaded or delivered, as well as any website troubleshooting issues, and you acknowledge that damages for financial or other loss resulting from these failures.
Accounts are to be used by you, and it is strictly forbidden to share or allow others to use it. You must keep credentials for your Account secured at all times. It is strictly forbidden to share said sets of data with any third parties, or to write them down for recovery purposes. Should you suspect that your Account or your credentials have been or are being used by a third party, or have been compromised, you must contact us immediately at contact@vidjet.io. Otherwise, we may attribute all use of your Account to you, and you agree to be responsible for all activities that occur under your Account.
You must use your Account and the Services complying with law and public order. In particular but without limitation, you shall not:
- Access the Accounts and/or the Services by any means other than through interfaces provided by us and as otherwise expressly authorized under these Terms of Service.
- Process data considered as ‘sensitive’ under European data protection laws as well as those relating to payment details can only be done as long as you have obtained our prior written approval. For clarification purposes, this includes health data or any other information relating to an individual's health, as well as to upload any documents related to the same or ask for the upload of the same;
- Use any metatags or other hidden text or metadata in the Services, as well as forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
- Use, display, mirror, or frame the Services, any individual element within the Services, the layout and design of any portion of the Services, or the intellectual property rights and other proprietary rights of the Company;
- Attempt to access or search the Services, or scrap or download content from the Services, or otherwise use, upload content to, or create new links, reposts, or referrals in the Services through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers or search engines;
- Reverse engineer, decompile or disassemble software used in connection Services;
- Use Vidjet as a developer tool or any type of video-player architecture to build your own video platform on top of our video player;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Services, or your access to or use of the Services;
- Impersonate or misrepresent your affiliation with any person or entity, as well as stalk or harass other users or third parties, or share or use offensive or pornographic materials;
- Create campaigns displaying non-appropriated content including, without limitations, pornographic, offensive, hateful, racist, conspiracy, fake content;
- Create campaigns displaying non-appropriated content related to not-marketable products including, without limitation, usage of tobacco, usage of drugs and/or alcohol, usage of sexual tools/objects/clothes;
- Activities such as vulnerability scanning, load testing, penetration tests or bypassing our security measures in any intended way are strictly prohibited to be carried out on our platform without our previous written approval;
- Use the Services and, in particular, the functionalities aimed at ensuring interaction of the Services and our product to monitor the availability, performance or functionality of our Services, or for benchmarking or other competitive purposes;
- Send any unsolicited or unauthorized electronic commercial communications, chain letters and videos, or other form of non-authorized solicitation.
We do not claim ownership on the contents you may upload or otherwise use in connection with the Services, including marketing activities. However, to ensure we can provide you with the Services or access to the Services, you grant us a worldwide, royalty-free, transferable, sublicensable, non-exclusive, perpetual, irrevocable license under all your intellectual property rights to use, reproduce, distribute, communicate and public perform or display (including, among others, the rights to broadcast and transmit), transform and modify, and/or adapt your contents in connection with the operation of the Services, including marketing activities. You represent and warrant that you have the rights necessary to grant the license hereunder, and that your contents do not infringe the law or third party rights or interests. We do not take any responsibility on the content you are publishing. This content has to follow your local law, as well as your Reps ones.
You acknowledge that, in order to ensure compliance with legal obligations, prevent phishing or fraud, or when unlawful content is reported to us, we may be required by third parties to review certain content submitted by you to determine whether it is illegal or whether it breaches these Terms of Services. We may at our sole discretion modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms of Service. However, you acknowledge that we have no obligation to monitor or review any content submitted by you.
Your use of the Services may result in the collection and further processing and analysis by you of information belonging to third parties (the “Reps”). Any contractual relationship existing with Reps is entered into between You and them. You are fully responsible for meeting any applicable obligations when contacting Reps and processing their data, such as, without limitation, those under data protection (including informing Reps about the data collection and processing, as well as attending the rights granted to them by law), cookies or e-commerce laws and regulations. In addition, you are responsible for ensuring that Reps review and accept these Terms of Service and our Privacy Policy, and you will provide any evidence of their consent and approval as requested from time to time by us.
You undertake to submit true, accurate, current, and complete information for the Account creation, and to notify us from time to time so as to keep said information current and accurate. In particular, when providing details on payment methods used for paying any fees associated with our provision of the Services to you, to make sure that said method is valid and can be used by you.
You undertake to comply with any instructions or recommendations given by us or by any individual acting on behalf of the Company in connection with the use of your Account, or the Services.
If You use any third-party service with the Services, (a) we will not be responsible for any act or omission of the third party, including the third party's access to or use of Client Data and (b) we do not warrant or support any service provided by the third party.
You retain sole responsibility for any collaborators or third-party services that you allow to view Customer Data, modify your code, and entrust them at your own risk.
The term for our Services provided to you under an Account shall commence upon creation of the Account with us and shall remain in force indefinitely unless terminated by you through “My account” section.
As mentioned below, you may terminate your Account at any time, and we reserve the right to terminate your Account under the conditions set forth in paragraphs b. and c. below. These Terms of Service apply as long as you have an Account through our Services, regardless of the type of Account you held at each moment.
We are entitled to suspend your Account in the event that you provide us with untrue, inaccurate, not current, or incomplete information when creating your Account, as well as when you fail to comply with these Terms of Service or other mandatory provisions by law.
Security Emergencies
Notwithstanding anything in these Terms of Service, if there is a security emergency then we may automatically suspend use of the Services. We will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other clients’ use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third-party access to the Services.
We are entitled to terminate your Account in the event you fail to redress any Terms of Service breach in the non-extendable term of fifteen (15) calendar days from notification date. Additionally, your Account may be terminated in the event you substantially breach these Terms of Service, including without limitation any case in which the Account is used to commit fraud (e.g. to carry out phishing attacks) or willfully addressed to breach the law. Account termination may result in data loss.
We may terminate your Account should you oppose the appointment of any sub-processor, as further detailed in our Privacy Policy.
Finally, you may terminate your Account at any time by using the account termination option. Please note that this may result in data loss.
You must cancel Your account via http://app.vidjet.io/, from the settings menu. Make sure you are on the "account" tab and click "Cancel subscription". An email or phone request to cancel Your account is not considered cancellation. You will not receive any refunds if You cancel Your account. If You cancel the Services before the end of Your current paid up month, Your cancellation will take effect immediately and You will not be charged again.
You shall indemnify, defend and hold the Company, its officers, directors, employees, agents, partners, suppliers, and/or licensors harmless and will keep them indemnified from and against any claim, loss, expense, liability, damage, or demand, including reasonable attorney’s fees, relating to, arising from, or allegedly arising from (a) your use of the Services, and activities occurring under your Account; (b) any violation of these Terms; or (c) your violation of any other party’s rights or applicable law. The Company reserves the right to assume, at your sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.
After the freemium period (determined by Your level of consumption of the Services) of the Services will be provided to You at a fixed monthly rate according to the ‘Growth’, ‘Prime’, or ‘Enterprise’ Plan.
For all purchased resources and services, we will charge Your credit card on a monthly basis or Annually if you so elect.
Payments are non-refundable. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account.
Charges are solely based on the Company’s measurements of Your use of the Services, unless otherwise agreed to in writing.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.
You acknowledge and agree that any credit card and related billing and payment information that You provide to the Company may be shared by the Company with companies who work on the Company’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to the Company’s and servicing Your account.
The Company may change its fees and payment policies for the Service by notifying You at least thirty (30) days before the beginning of the billing cycle in which such change will take effect.
The Company owns all the Intellectual Property rights of all and any of the components of the Services that may be protected, including but not limited to the name of the Services, graphic material, all software associated with the Services and the elements of the Client interface contents In the Services, many of the individual characteristics and related documentation. The Client undertakes not to copy, adapt, reproduce, distribute, reverse engineer, decompile, or disguise any facet of the Services that the Company owns. The Client also accepts and agrees not to use robots, spiders, other automated devices, or manual processes to control or copy any content of the Services. The Company will not claim rights over the Intellectual Property of the Content that the Client uploads or provides to the Services. However, by using the Services to send and display content, the Client accepts that third parties can view and share this content sent by the Client.
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing will not exceed a total maximum amount equivalent to fees paid to the Company (if any) in the last twelve (12) months preceding the date in which the damage took place.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, website’s troubleshooting issues, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Services, third-party software and/or third-party hardware used with the Services, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
The limitation of liability set forth in this section shall only apply to the maximum extent permitted by law. In particular, it shall not be applicable in the event of gross negligence or willful misconduct, or—subject to you using the Services as a consumer—injury or death.
You may choose to or we may invite You to submit comments or ideas about the Services, including but not limited to ideas about improving the Services or our products ("Ideas"). By submitting any Idea, You agree that Your disclosure is unsolicited and without restriction and will not place the Company under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
Our Services may contain links to third-party websites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.
In order that you as a service user and data controller (referred to as “Controller” or “you” or “Client”) may use or continue to use Vidjet’s services (the “Services”) offered by us, VIDJET TECHNOLOGIES, S.L., C/ Llacuna 162, 08018, Barcelona, and data processor (referred to as “Vidjet” or “Processor”), you have agreed that these data processing terms (“Terms”) shall apply (notwithstanding any other terms and conditions applicable to the delivery of the Services to the contrary) in order to address the compliance obligations imposed upon Vidjet and its Clients pursuant to applicable Data Protection Law and in particular, Regulation (EU) 2016/679 (GDPR) and the Spanish Data Protection and Digital Rights Act 3/2018 (DPA). These Terms shall constitute a separate agreement, or they may be incorporated by reference in the relevant Services agreement, as the case may be.
1.1. In this Agreement, capitalized words shall have the meaning as set out below or, as the case may be, elsewhere in this Agreement:
1.1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party from time to time during the Term.
1.1.2. “Data Protection Law” means the data privacy laws applicable to the processing in connection with the Services, including, where applicable, the GDPR or the DPA or similar law, or the applicable data privacy laws of any other relevant jurisdiction.
1.1.3. “Client” means any client of Vidjet.
1.1.4. “Contractual Clauses” means the standard contractual clauses of the European Commission for the transfer of personal data across borders, as amended or replaced from time to time, or any equivalent set of contractual clauses approved for use under Data Protection Law; and
1.1.5. “Personal Data” means the personal data processed by Processor in connection with the Services on behalf of Client during the Term and may include Personal Data, and Special Categories Data as specifically required and transferred by the Client. The processing may include activities auxiliary to Vidjet services, such as administrative and other services. This will include names and other information about data subjects included in Client materials.
1.1.6. The words “data subject”, “personal data”, “processing” and variations, “controller” and “processor” shall have the meaning attributed to them in Data Protection Law.
2.1. Vidjet is designated by its Clients, Client Affiliates and Business Affiliates (collectively “Instructing Parties”) to provide and manage various services, including the Services on their behalf. Accordingly, Personal Data may contain personal data in relation to which Client and its Instructing Parties are controllers. Vidjet confirms that it is authorised to communicate to Client any instructions or other requirements on behalf of Client in respect of processing of Personal Data connection with the Services.
2.2. Processor is appointed by Client to process Personal Data on behalf of Client and/or the Instructing Parties, as the case may be, as is necessary to provide the Services or as otherwise agreed by the parties in writing.
The Terms shall commence on the Effective Date and shall continue in full force and effect until such time as all Services have ceased and all Personal Data in the Processor’s possession or within its reasonable control has been returned or destroyed (the “Term”).
4.1. In relation to its processing of Personal Data, save as otherwise required by law, Vidjet agrees to:
4.1.1. process Personal Data only as required in connection with the Services and in accordance with Client and its Instructing Parties documented lawful instructions from time to time;
4.1.2. inform Client and its Instructing Parties if, in Vidjet`s opinion, an instruction infringes Data Protection Law;
4.1.3. ensure that all personnel authorised by Vidjet to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
4.1.4. implement appropriate technical and organizational measures to appropriately safeguard Personal Data having regard to the nature of the personal data which is to be protected and the risk of harm which might result from any Security Breach (as defined below), at a minimum the measures set out in the Schedule;
4.1.5. promptly inform Client and its Instructing Parties of any data subject requests under Data Protection Law or regulatory or law enforcement requests relating to Personal Data. Vidjet shall not acknowledge or otherwise respond to the subject access request except with Client and its Instructing Parties prior written approval, which shall not be unreasonably withheld;
4.1.6. provide such assistance as Client and its Instructing Parties may reasonably require in order to ensure Vidjet’s compliance with Data Protection Law in relation to data security, data breach notifications, data protection impact assessments and prior consultations with a competent authority;
4.1.7. at Client and its Instructing Parties choice, without delay delete or return all Personal Data to Client and its Instructing Parties, and delete existing copies of all Personal Data in the Processor’s possession or within its reasonable control (including those held by a Sub processor); and
4.1.8. make available to Client and its Instructing Parties information reasonably necessary to demonstrate Vidjet compliance with these Terms and allow for, and contribute to, audits and inspections carried out by Client and its Instructing Parties.
5.1. Processor will sub-contract, outsource, assign, novate or otherwise transfer obligations under these Terms or engage any subcontractors involved in the processing of Personal Data (each a “Sub processor”) only with Client’s prior written consent and subject to subclause 5.2.
5.2. When engaging a Sub processor, Processor will:
5.2.1. carry out reasonable due diligence;
5.2.2. enter into a contract on terms, as far as practicable, same as those in these Terms, and which may include Contractual Clauses to provide adequate safeguards with respect to the processing of Personal Data; and
5.2.3 inform Client of any intended changes concerning the addition or replacement of a Sub processor from time to time. If Client object`s to any such change on reasonable grounds, then acting in good faith the parties will work together to resolve such objection.
6.1. “Security Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
6.2. Processor will investigate the Security Breach and take reasonable action to identify, prevent and mitigate the effects of the Security Breach. Processor will take such further action as Client may reasonably request in order to comply with Data Protection Law.
6.3. Processor may not release or publish any filing, communication, notice, press release, or report concerning any Security Breach (“Notices“) without Client`s prior written approval; such approval shall not be unreasonably withheld.
6.4. Vidjet will notify Client without undue delay if Vidjet becomes aware of any Security Breach within 24 hours of discovering such Breach and provide Client with:
6.4.1 a detailed description of the Security Incident;
6.4.2 the type of data that was the subject of the Security Incident;
6.4.3 the identity of each affected person, and
6.4.4 the steps Vidjet takes in order to mitigate and remediate such Security Incident, in each case as soon as such information can be collected or otherwise becomes available.
6.5. Vidjet shall use its best efforts to immediately mitigate and remedy any Security Incident and prevent any further Security Incident(s) at its sole expense.
6.6. Vidjet agrees that Client shall have the sole right to determine (i) whether notice of the Security Incident is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies or others as required by law or regulation, or otherwise in Client’s discretion, (ii) the contents of such notice, and (iii) whether any type of remediation may be offered to affected persons, as well as the nature and extent of any such remediation.
6.7. In the event of a Security Incident involving Personal Data in Vidjet’s possession or otherwise caused by or related to Vidjet’s acts or omissions, and without limiting Client’s other rights and remedies, Vidjet will pay all costs and expenses of (i) any disclosures and notification required by applicable law or as otherwise determined as appropriate in Client’s reasonable discretion, (ii) monitoring and reporting on the impacted individuals’ or entities’ credit records if determined in Client’s reasonable discretion as reasonable to protect such individuals, and (iii) all other costs incurred by Client in responding to, remediating and mitigating damages caused by such Security Incident.
6.8. Vidjet will investigate the Security Breach and take reasonable action to identify, prevent and mitigate the effects of the Security Breach. Vidjet will take such further action as Client may reasonably request in order to comply with Data Protection Law.
6.9. Vidjet may not release or publish any filing, communication, notice, press release, or report concerning any Security Breach (“Notices“) without Client`s prior written approval; such approval shall not be unreasonably withheld.
7.1. Client (or its designated representatives) may, on an annual basis or more frequently as reasonably requested by Client, at Client’s expense, conduct an audit to verify that Vidjet is operating in accordance with this DPA. Such audit(s) may include a review of all aspects of Vidjet’s performance, including, but not limited to, Vidjet’s general controls and security practices and procedures. Vidjet will cooperate with Client in conducting any such audit, and will allow Client reasonable access, during normal business hours and upon reasonable notice, to all pertinent records, documentation, computer systems, data, personnel and areas used to Process the Client Data areas as Client reasonably requests to complete such audit. Client will take reasonable steps to prevent the audit from materially impacting Vidjet’s operations.
7.2. Vidjet shall correct any deviations from Security Best Practices that are identified in any security audit as soon as practicable, but in no event more than five days after receiving notice from Client outlining any deviations (provided, however, that if five days is not a practicable cure period, then Vidjet may instead present a remediation plan to Client within such five day period that sets forth an achievable and reasonable timeframe, and Vidjet must thereafter diligently proceed to correct any deviations in accordance with such plan).
8.1. Vidjet will ensure that no Personal Data are transferred out of either:
8.1.1 the by the Client approved data environment; or
8.1.2. any territory in which restrictions are imposed on the transfer of Personal Data across borders under Data Protection Laws,
8.1.3. without the prior written consent of Client.
8.1.4. Vidjet will ensure that Contractual Clauses or other applicable transfer mechanism, are in place to ensure adequate level of data protection.
Notwithstanding any provisions of the relevant Services agreement to the contrary, Processor shall and hereby agrees to indemnify Client and Instructing Parties and their officers, employees, agents and subcontractors (each an “Indemnified Party”) from and against any claims, losses, demands, actions, liabilities, fines, penalties, reasonable expenses, damages and settlement amounts (including reasonable legal fees and costs) incurred by any Indemnified Party as a result of any gross negligence or wilful breach by Processor of these Terms.
10.1. Clause and other headings in these Terms are for convenience only and shall not affect the meaning or interpretation of these Terms.
10.2. To the extent of any conflict, these Terms shall prevail over any Services agreement or other agreement.
10.3. Nothing in these Terms will exclude or limit the liability of either party which cannot be limited or excluded by applicable law. Subject to the foregoing sentence, (i) these Terms, including any appendices, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the parties relating to its subject matter; and (ii) in relation to the subject matter of these Terms neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty, whether made negligently or innocently, except those expressly set out in these Terms.
10.4. Client shall agree any amendment to these Terms that may be required from time to time for us and Instructing Parties to comply with any amended Data Protection Laws.
10.5. All notices of termination or breach must be in English, in writing and addressed to the other party’s primary contact person or legal department. Notice will be treated as given on receipt, as verified by a valid receipt or electronic log. Postal notices will be deemed received 48 hours from the date of posting by recorded delivery or registered post.
10.6. The provisions of these Terms are severable. If any phrase, clause or provision is invalid or unenforceable in whole or in part, such invalidity or unenforceability shall affect only such phrase, clause or provision, and the rest of these Terms shall remain in full force and effect.
10.7. These Terms are governed by the law of Spain and the parties submit to the exclusive jurisdiction of the courts of Spain in relation to any dispute (contractual or non-contractual) concerning these Terms save that either party may apply to any court for an injunction or other relief to protect its property or confidential information.
11.1. Security measures
11.1.1. Vidjet represents, warrants, and undertakes that it has established and for so long as Vidjet Processes Personal Data it will at all times enforce, an ongoing program of Security Policies, Security Procedures, and Security Technical Controls, which reasonably ensures delivery of Security Best Practices, and which includes, without limitation, the following:
11.2. Information Security
11.2.1. a privacy and security incident management program;
11.2.2. a privacy and security awareness program;
11.2.3. business continuity and disaster recovery plans, including regular testing; and
11.2.4. procedures to conduct periodic independent security risk evaluations to identify critical information assets, assess threats to such assets, determine potential vulnerabilities, and provide for timely and appropriate remediation.
11.3. Physical Access
11.3.1. physical protection mechanisms for all information assets and information technology to ensure such assets and technology are stored and appropriately protected;
11.3.2. appropriate facility and room entry controls to limit physical access to systems that store or process Client Data;
11.3.3. processes to ensure access to facilities and rooms are monitored and is restricted on a “need to know” basis; and
11.3.4. controls to physically secure all Client Data and to securely destroy such information when it is no longer needed in accordance with this Agreement.
11.4. Logical Access
11.4.1. appropriate mechanisms for user authentication and authorization in accordance with a “need to know” policy;
11.4.2. controls and auditable logs to enforce and maintain rigorous access restrictions for employees, and subcontractors;
11.4.3. timely and accurate administration of user account and authentication management;
11.4.4. processes to ensure Vidjet-supplied defaults for passwords and security parameters are appropriately managed (e.g., changed periodically etc.);
11.4.5. mechanisms to encrypt or hash all passwords or otherwise ensure all passwords are not stored unsecured in clear text; and
11.4.6. processes to immediately revoke accesses of inactive accounts or terminated/transferred users.
11.5. Security Architecture and Design
11.5.1. a security architecture that reasonably ensures delivery of Security Best Practices;
11.5.2. documented and enforced technology configuration standards;
11.5.3. regular testing of security systems and Security Best Practices;
11.5.4. a system of effective firewall(s) and intrusion detection technologies necessary to protect Client Data; and
11.5.5. database and application layer design processes that ensure web applications are designed to protect the information data that is Processed through such systems.
11.6. System and Network Management
11.6.1. mechanisms to keep security patches current;
11.6.2. monitor, analyse, and respond to security alerts;
11.6.3. appropriate network security design elements that provide for segregation of data from other third-party data;
11.6.4. use and regularly update anti-virus software; and
11.6.5. the integrity, resilience and availability of any software or services utilized to Process the Client Data.
11.6.6. Failure by Vidjet to comply with Security Best Practices or its obligations hereunder shall constitute a breach of the Agreement.
11.7. Minimum technical measures
11.7.1. Firewalls which are properly configured and using the latest software;
11.7.2. user access control management;
11.7.3. unique passwords of sufficient complexity and regular expiry on all devices;
11.7.4. secure configuration on all devices;
11.7.5. regular software updates, if appropriate, by using patch management software;
11.7.6. timely decommissioning and secure wiping (that renders data unrecoverable) of old software and hardware;
11.7.7. real-time protection anti-virus, anti-malware and anti-spyware software;
11.7.8. https;
11.7.9. encryption of all portable devices ensuring appropriate protection of the key;
11.7.10. encryption of personal data in transit by using suitable encryption solutions;
11.7.11. multi-factor authentication for remote access;
11.7.12. WPA-TKIP secured WiFi access;
11.7.13 delinquent web filtering and other appropriate internet access restrictions;
11.7.14. intrusion detection and prevention systems;
11.7.15. appropriate and proportionate monitoring of personnel; and
11.7.16. data backup and disaster recovery measures and procedures.
11.7.17. Minimal organizational measures
11.7.18. Vet all personnel including staff, contractors, vendors and suppliers (including Sub processors) on continuous basis;
11.7.19. non-disclosure agreements used with all personnel;
11.7.20. regular training of all personnel on confidentiality, data processing obligations, identification of Security Breaches and risks;
11.7.21. apply principle of least authority, including a restricted or strictly controlled transit of data and material outside of office;
11.7.22. physical security on premises including reception or front desk, security passes, clean desk policy, storage of documents in secure cabinets, secure disposal of materials, etc.
11.7.23. apply appropriate policies, as appropriate.
12.1. In the event the Services are covered by more than one Transfer Mechanism, the transfer of personal data will be subject to a single Transfer Mechanism in accordance with the following order of precedence:
12.2. Vidjet’s binding corporate rules as set forth in this Schedule
12.3. the applicable Standard Contractual Clauses as set forth in this Schedule
12.4. other applicable data Transfer Mechanisms permitted under Applicable Data Protection Law.
13.1. The parties agree that Vidjet will process personal data within the Vidjet Services in accordance with the data protection policies that are approved by European data protection authorities after significant consultation with those authorities and enable multinational businesses, such as Vidjet, to make intra-organizational transfers of personal data across borders in compliance with EU data protection law.
13.2. The parties further agree that, with respect to the Vidjet Services, the Binding Corporate Rules will be the lawful Transfer Mechanism of Client Account Data, Client Content, and Client Usage Data from the EEA, Switzerland, or the United Kingdom to Vidjet in Spain.
14.1. The parties agree that the 2021 Standard contractual clauses for international transfers as publish and available at https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc/standard-contractual-clauses-international-transfers_en will apply to personal data that is transferred via the Services from the European Economic Area or Switzerland, either directly or via onward transfer, to any country or recipient outside the European Economic Area or Switzerland that is:
14.1.1. not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for personal data and
14.1.2. not covered by the above Binding Corporate Rules. For data transfers from the European Economic Area that are subject to the 2021 Standard Contractual Clauses, the 2021 Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:
14.1.2.1. Module One (Controller to Controller) of the 2021 Standard Contractual Clauses will apply where Vidjet is processing Client Account Data and
14.1.2.2. Client is a controller of Client Usage Data and Vidjet is processing Client Usage Data.
14.1.2.3. Module Two (Controller to Processor) of the 2021 Standard Contractual Clauses will apply where Client is a controller of Client Content and Vidjet is processing Client Content.
14.1.2.4. Module Three (Processor to Processor) of the 2021 Standard Contractual Clauses will apply where Client is a processor of Client Content and Vidjet is processing Client Content.
14.1.2.5. Module Four (Processor to Controller) of the 2021 Standard Contractual Clauses will apply where Client is a processor of Client Usage Data and Vidjet processes Client Usage Data.
14.1.3. For each Module, where applicable:
14.1.3.1. Data Exporter: Client.
14.1.3.2. Contact details: The email address(es) designated by Client in Client’s account via its notification preferences.
14.1.3.3. Data Exporter Role: The Data Exporter’s role is set forth in this Agreement.
14.1.3.4. Signature and Date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
14.1.3.5. Data Importer: Vidjet.
14.1.3.6. Contact details: Vidjet Support Team
14.1.3.7. Data Importer Role: The Data Importer’s role is set forth in this Agreement.
14.1.3.8. Signature and Date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
14.2. The categories of data subjects are described in this Agreement
14.3. The Sensitive Data transferred is described in this Agreement.
14.4. The frequency of the transfer is a continuous basis for the duration of the Agreement.
14.5. The nature of the processing is described in this Agreement.
14.6. The purpose of the processing is described in this Agreement.
14.7. The period for which the personal data will be retained is this Agreement.
14.8. The Supervisory Authority shall be the Spanish Data Protection Agency (AEPD).F
14.9. or transfers to sub-processors, the subject matter, nature, and duration of the processing is set forth below.
14.10. The Schedule Security Measures of this Agreement serves as Annex of the Standard Contractual Clauses.
14.11. Conflict. To the extent there is any conflict between the Standard Contractual Clauses, and any other terms in this Agreement, or the Privacy Policy, the provisions of the Standard Contractual Clauses will prevail.
The Services is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Services will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services; or (iv) that the Services, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Services, You agree to first try to resolve the dispute informally by contacting the Company.
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Services. You agree that the original English text shall prevail in the case of a dispute.
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. By continuing to access or use Our Services after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Services.
If you have any questions about these Terms and Conditions, You can contact us by email at contact@vidjet.io.
