terms of service
By using our Services, you are agreeing to these terms.
Please contact us if you have any questions, comments or suggestions relating to this Terms of Service.
Minute Spoteam Ltd. (“Minute”) has developed video optimization technology that automatically generates dynamic previews featuring highlighted content from full length videos (the “Services”). These Terms of Service (this “Agreement”) govern your access and use of the Services, and any code provided by Minute that implements the Services (the “Minute Code”). “Customer” means any third party website or other individual or entity that uses the Services. Please read this Agreement carefully. This Agreement governs your use of the Services and the Minute Code. You must accept this Agreement prior to using the Services or the Minute Code. By downloading or installing the Minute Code or using the Services, you signify your assent to this Agreement.
- License. Subject to the terms and conditions hereof, during the Term (as defined below), Minute hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, license to use the Minute Code together with related documentation, solely in order to integrate the Minute Code into Customer’s website (the “Website”) in order to create optimized previews (the “Previews”) and receive the Services.
- Restrictions. Except as set forth expressly herein or as permitted by the Services, Customer shall not, and shall not permit any third party to (a) reverse engineer or attempt to find the underlying code of, the Services; (b) modify the Services, or insert any code or product, or in any other way manipulate the Services in any way; (c) modify the Minute Code in any way without our prior written consent, (d) sublicense, sell, or distribute the Minute Code or bypass any security measure of Minute with respect to the Services.
- Intellectual Property. Customer shall have all right, title and interest in the Website and the Previews. Minute or, as the case may be, its licensors, shall have all right, title and interest in the Minute Code and the Services, and all software that provides the Services, including any material or content made available through the Services and/or the Code, including Minute’s proprietary algorithm, and all worldwide intellectual property rights in the foregoing. If Customer or the Website users provides Minute with any feedback regarding the Minute Code and the Services, Minute may use all such feedback. Nothing herein shall be interpreted to provide Customer or the Website users any rights in the Minute Code or the Services except the limited license to use the Minute Code and receive the Services as set forth herein.
- Payment. Customer shall make payment in compliance with the payment terms otherwise agreement between the parties in writing, such as in a separate quotation. Customer must add applicable VAT to such amounts as required by law. All amounts payable hereunder are exclusive of all applicable taxes and government charges, and Customer shall make payment to Minute without deduction for and free and clear of any such amounts. Amounts are due and payable within 10 days of the end of the applicable calendar month.
- Minute’s Confidentiality Obligations. Use of the Services or the Minute Code allows Minute to perform A/B testing and to collect and analyze data concerning views of the videos for which Previews were generated (the “Video Data”) as long as the Minute Code is installed. Minute will not disclose Video Data to third parties or use Video Data for any purpose other than improving the Services. Notwithstanding the foregoing, Minute may use aggregate anonymized data derived from Video Data, so long as such Video Data is aggregated on a level that does not identify either Customer or any specific Preview (or underlying video).
- Customer’s Confidentiality Obligations. Minute may disclose to Customer certain confidential information regarding its technology and business (“Confidential Information”). Customer agrees to keep confidential and not disclose or use any Confidential Information except to support its use of the Services. Confidential Information shall not include information that Customer can show (a) was already lawfully known to or independently developed by Customer without access to or use of Confidential Information, (b) was received by Customer from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Customer provides Minute with prompt notice of such requirement and cooperate in order to minimize such requirement. Customer shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein.
- Analytics. Minute shall provide Customer with information, reports and analytics in respect of the Video Data (“Analytics”). Minute makes no warranty that the Analytics provided shall be useful to the business of Customer. Customer is solely responsible for any action it may take based on the Analytics, and in making any decision Customer should take into account the possibility that information provided by the Analytics may not correctly reflect current or future trends.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MINUTE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR MINUTE CODE. IN NO EVENT SHALL MINUTE’S MAXIMUM CUMULATIVE LIABILITY UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNTS PAID BY CUSTOMER TO MINUTE FOR THE USE OF THE SERVICES AND/OR THE MINUTE CODE HEREUNDER. AS SUCH, IF CUSTOMER HAS NOT MADE ANY PAYMENTS TO MINUTE IN ORDER TO USE THE SERVICES, MINUTE SHALL NOT HAVE ANY LIABILITY TO CUSTOMER WHATSOEVER.
- In addition to the foregoing, Minute assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission or communications line failure. Minute is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Services and/or the Minute Code, including any injury or damage to Customer or to any person’s mobile device or computer related to or resulting from participation or use of the Services and/or the Minute Code. Under no circumstances shall Minute be responsible for any loss or damage, including personal injury or death, resulting from use of the Services and/or the Minute Code, whether online or offline. No licenses are granted hereunder in respect of any audio or video codec standards, and it is Customer’s sole responsibility to obtain any rights to use such standards.
- Indemnification. Customer shall defend, indemnify and hold harmless Minute its directors, officers, employees and assignees from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Minute may suffer or incur in connection with any claim, demand, action or other proceeding by any third party due to Customer’s use or misuse of the Services and/or Minute Code.
- Procedure. Customer’s indemnification obligation under this Agreement will be contingent upon the Minute (i) providing Customer with prompt written notice of any claim for which indemnification is sought, (ii) cooperating fully with Customer (at Customer’s expense), and (iii) allowing Customer to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of Minute if such settlement would require admission of wrongdoing or non-monetary future obligation on the part of Minute, without Minute’s prior written approval, which shall not be unreasonably delayed, withheld or conditioned. Subject to the foregoing, Minute will at all times have the option to participate in any matter or litigation through counsel of its own selection at its own expense.
- Warranties; Disclaimer of Warranties. Minute represents and warranties that the Services shall operate in material accordance with provided specification and, to the best of its knowledge, do not infringe the intellectual property rights of any third parties. Except as set forth herein, CUSTOMER AGREES THAT USE OF THE SERVICES AND/OR MINUTE CODE IS AT CUSTOMER’S OWN RESPONSIBILITY AND RISK. CUSTOMER ACCEPTS THE MINUTE CODE AND SERVICES “AS IS” AND “AS AVAILABLE” AND ACKNOWLEDGES THAT MINUTE MAKES NO OTHER WARRANTY AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
- Term. The term of this Agreement shall commence on the Effective Date and shall continue in effect for a period of one year (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for subsequent terms of six months each (each a “Renewal Term” and together with the Initial Term, the “Term”) unless one of the parties notifies the other party of its intention not to renew the Agreement at least 15 days prior to the commencement of any Renewal Term. Either party may terminate this Agreement at any time with 30 days prior written notice. Minute may terminate this Agreement with written notice if it has reason to believe that Customer is in breach of this Agreement. Upon any termination or expiration of this Agreement, Minute will cease providing the Services, and Customer will delete all copies of the Minute Code. In the event of any termination (a) Customer will not be entitled to any refunds of any fees, except for fees in respect of prepaid and unused services, and (b) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full Sections 2-12 of this Agreement shall survive any termination thereof.
- Publicity. Minute has the right to reveal the fact that Customer is using the Services, including by displaying Customer’s name and logo in Minute’s website and other marketing materials.
- Miscellaneous. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. All waivers must be in writing. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Minute may assign all of its rights and obligations hereunder to a purchaser of all or substantially all of the assets or share capital of Minute. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect. This Agreement shall be governed by the laws of the State of New York, and the competent courts in the city of New York shall have exclusive jurisdiction to hear any disputes arising hereunder. Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction.
Last updated: February 2018