US Terms and conditions

IMPORTANT INFORMATION

The following sets out the terms of business of Aframe North America Inc. (“Aframe, we, us, our”), and comprises the following documents:

1. our Website Terms and Conditions;
2. our Terms of Use;
3. our Service Level Agreement (SLA);
4. our Acceptable Use Policy.

We also refer you to our Privacy Policy.

GENERAL

The website at aframe.com (the “Website”) is operated by Aframe North America Inc., a company registered in Delaware, USA under EIN number 33-1223469, and having its registered office at 7 Trailside Way, Westford, MA 01886.

“Content” means all pages, screens, layouts, information and materials included in or accessible through the Website (including any content available in any email or through any SMS services or in relation to the Services).

“Services” means any one or more of the online services available through our Website.

“You”, “your” and “yours” means you, the person accessing this Website and any party on whose behalf you are doing so.

You will see that the Website contains various options, corresponding to the various Services that you can subscribe to.

Please be aware that not all features of the Website are available until you sign in and you cannot sign in until you register and subscribe to any one or more of our Services.

 WEBSITE TERMS AND CONDITIONS

Applicability

These Website Terms and Conditions (“Terms”) cover your use of the Website. Read these Terms carefully before you use this Website. Also, read our Acceptable Use Policy and our Privacy Policy. Contracts for the supply of Services formed through our site are governed by our Terms of Use. To the extent that the Terms of Use conflict with these Terms, then the Terms of Use will prevail.

By using our Website, you accept these Terms, our Acceptable Use Policy and our Privacy Policy, which together form a binding agreement between you and Aframe, and you agree to abide by them. You should print a copy of these Terms and all documents and materials mentioned in them for future reference. If you do not agree to these Terms, you should not use the Website.

If any part of these Terms is found by any court or other competent authority to be invalid, unlawful or unenforceable, then such part shall be severed from the rest of the Terms which shall continue to be valid and enforceable to the fullest extent permitted by law.

Minors

If you are resident in the United States of America you must be at least 18 years of age in order to use this Website and any Services.

Changes to the Terms

We may change these Terms at any time by updating these pages and you agree to review these Terms regularly so that you are aware of such changes. Your use of this Website will be subject to any such changes once they are made and your continued use of the Website after such changes are made constitutes your acceptance of these Terms as modified. If you do not agree to such changes, you should not use the Website.

Availability

Where you have breached these Terms, our Acceptable Use Policy, our Privacy Policy or our Terms of Use, we may without notice, suspend the provision of all or any part of the Website to you and/or to block your access to or use of this Website.

Other than as expressly stated in the Terms of Use and any applicable Service Level Agreement referred to in the Terms of Use, we may withdraw or amend any or the entire Website without notice. We may suspend access to the Website periodically to carry out maintenance (scheduled or otherwise) or for any other reason at any time.

Monitoring

To preserve the integrity of the Website and our Services, in the interests of security and to detect fraud and other crimes, we may monitor all communications, including web and email traffic, into and out of domains connected with the use of the Website and/or the Services. Such monitoring includes, but is not limited to, checks for viruses and other malignant code, criminal activity and traffic or content which breaches our policies. We may also not deliver any communication that breaches our policies.

Also, we may, in the interest of security and also to help us to improve our service to you, monitor and/or record communications (whether over the internet, telephone or otherwise) between you and us. All recordings are our sole property.

Users outside North America

The Website and the Services can be accessed by anyone in the world but are aimed at users in North America. If you are resident or located anywhere else, please be aware that it might not be legal in your jurisdiction for you to access or use the Website and/or the Services. Neither Aframe nor any of its directors, shareholders or staff will be liable for any breach of local law or regulation that you may commit as a result of accessing or using the Website and/or the Services. For the avoidance of doubt, the Website and the Services are not directed to any person in any jurisdiction where (by reason of that persons nationality, residence or otherwise) the publication or availability of the Website and/or the Services may be prohibited. Persons in respect of whom such prohibitions apply must not access either the Website or the Services.

Use of this Website is at your own risk

We will make reasonable efforts to ensure that all information provided by us on the Website is accurate at the time of its inclusion. However, we do not warrant or represent that all or any information contained on or accessed through this Website will be accurate, complete or up to date or meet your specific requirements.

Further, we do not provide any guarantee about the accuracy, functionality or performance of any third party software, content or equipment used in connection with this Website.

We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Website and to make any changes to the Website at any time.

Security

It is your sole responsibility to:

1. undertake reasonable and appropriate precautions against any computer virus or other destructive materials or elements; and
2. ensure that your computers and your access to this Website are adequately secured against any unauthorized users and that you keep user names, identification codes and passwords confidential.

Your use of this Website

You may not use this Website or permit others to use this Website:

1. in any way (including via electronic means) and for any purpose which is unlawful, defamatory or libelous, offensive, abusive, indecent, menacing or threatening or in any way breaches any intellectual property rights, proprietary rights, any other third party rights or obligations of confidence; or
2. to cause annoyance, inconvenience or needless anxiety to any other person or in any other way which is in violation of any applicable law or regulation in any jurisdiction in the world; or
3. to introduce a virus or other disruptive material or element or otherwise disrupt or impair this Website or any communication service.

You shall defend, indemnify and hold harmless Aframe, its directors and employees against all claims, damages, costs, liabilities and expenses (including without limitation legal costs) arising out of or related to your breach of the Terms and/or the Acceptable Use Policy.

You are wholly responsible for the use of the Website by any person using your computer and you must ensure that any such person complies with the Terms and the Acceptable Use Policy.

We reserve the right to disable any user name, identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with these Terms.

When using this Website, you must, at all times, comply with the provisions of our Acceptable Use Policy.

Privacy Policy

Our collection and use of your personal information is described in our Privacy Policy, which is available here.

Links to our Website

Neither you nor any other party may use any part of this Website on any other website, or link any other website to this Website, without our prior written permission.

Neither you nor any other party may, without our prior written permission, deep link to, frame, spider, harvest or scrape the Content or otherwise access the Content for any purposes, or use any machine, electronic, web-based or similar device to read or extract the Content by machine based or automated means. From this Website we may provide information or hyperlinks to other websites or pages provided by other parties. Your use of other parties’ sites will be subject to their own terms and conditions. You should read them. If you decide to visit any third party site, you do so at your own risk. We are not responsible for the content, accuracy or opinions expressed in such websites. Links do not imply that we or this Website is/are affiliated or associated with such sites.

Intellectual property rights

Unless otherwise stated, we are the owner or the licensee of all intellectual property rights (including, without limitation, copyright, database rights, design rights, patents and trademarks) in the Content (other than content uploaded by you and our other customers). The Content is protected by copyright laws and treaties around the world, and other intellectual property rights. All such rights are reserved.

"Aframe", “Aframe Media Group Limited”, “Aframe North America Inc.”, "Aframe Media Services Limited" and the names and logos that describe the Services are the registered or unregistered trademarks of the Aframe Media Group and all rights and benefits in them vest in us.

We also expressly reserve all rights in and to the domain name aframe.com and all other related service marks, trading names or other trademarks relating to our products and Services.

Other trademarks, products and company names mentioned on the Website may be trademarks of their respective owners or licensors and the rights in such marks are expressly reserved to the respective owners or licensors.

You may print, copy, download or temporarily store extracts from this Website for your personal, non-commercial, use or to help you to use our Services. You must not modify the paper or digital copies of any extract contained on or obtained from this Website in any form and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Any other use is prohibited unless you first get our written permission. Without limiting the above, unless you first get our written consent, you may not reproduce, modify, adapt, transmit, publish, broadcast, create derivative works of, store, archive or in any way exploit any of the Content.

In particular, neither you nor any other party may do any of the following acts without prior written consent from us:

1. create any database in electronic or structured manual form by systematically downloading and storing all or any of the Content; or
2. redistribute any of the Content (including by using it as part of any syndication, content aggregation, archive or similar service); or
3. remove the copyright or trademark notice from any copies of Content made in accordance with these Terms.

If you print off, copy or download any part of the Content in breach of these Terms, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Digital Millennium Copyright Act.

Aframe complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Service you may contact our Designated Agent at the following address:

Mark Overington
Aframe North America Inc.
Seaport West
155 Seaport Boulevard
Boston, MA 02210-2600
Telephone: 978 799 9440
Email: mark@aframe.com

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of the material that you claim is infringing and where it is located on the Services;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter Notices

If material that you have posted to the Services has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following:

1. a physical or electronic signature of the subscriber;
2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Aframe may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Law and Jurisdiction

These Terms are governed by and are to be interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws, and the state and federal courts in Suffolk County, Massachusetts will have exclusive jurisdiction in respect of any dispute which may arise in connection with the Terms or your use of this Website.

Should you wish to contact us or any member of the Aframe team please refer to the “Contact us” button which can be found on the Contact Page of the Website.

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 TERMS OF USE

Aframe has developed a web based application that enables users to upload video content and related data to a remote online storage facility.

This page (together with the documents and materials referred to in it) tells you the terms and conditions ("Terms of Use") upon which you may use this Service.

The website at aframe.com (the "Website") is operated in North America by Aframe North America Inc., a company registered in Delaware, USA under EIN number 33-1223469, and having its registered office at 7 Trailside Way, Westford, MA 01886.

Read these Terms of Use carefully together with all documents and materials mentioned in them before placing an Order for any Services from our Website.

You should print a copy of these Terms of Use and all documents and materials mentioned in them for future reference. All contracts relating to our Website are in English.

Please click on the button marked “I Accept” at the end of these Terms of Use if you accept them. If you refuse to accept these Terms of Use, you will not be able to Order any Services from our Website. By clicking “I Accept”, you are entering a binding agreement with Aframe with respect to the Service.

1 - Definitions

1.1 This Agreement uses some capitalized terms which have special meanings. These capitalized terms and their respective meanings are set out in the Glossary at the end of these Terms of Use.

1.2 Where capitalized terms are used first in this Agreement, they are shown in bold to highlight they have a special meaning.

2 - Ordering and Access to the Services

2.1 You can Order the Services online. You can also manage your Services Account online.

2.2 Only you may use your Services Account. You are responsible for all activity that takes place on your Services Account. You may not authorize any Third Party to access and/or use any of the Services on your behalf, except where we have given our prior written consent and we have provided a mechanism for Third Parties to access any of the Services on your behalf.

2.3 You may start using the Services as soon as we give you access to them. This will normally be immediately after you have Subscribed to them. You can continue to use the Services for as long as you continue to Subscribe.

2.4 You acknowledge that it is your sole responsibility to determine that the Services that you buy meet your requirements. We give no warranties to that effect.

3 - When a Contract is formed

3.1 All Orders are subject to:

1. you paying the applicable fee (if any) in advance and our receiving that fee in cleared funds; and
2. acceptance by us by our sending you a confirmation email confirming that we have accepted your Order and that your payment has been cleared and accepted.

3.2 When you receive the confirmation email from us, a legally binding agreement will be formed between you and us.

3.3 The steps you need to follow to purchase our Services are set out at aframe.com.

3.4 We will use our reasonable commercial endeavors to keep copies of all contracts for Orders placed for Services by you, but cannot guarantee that we will keep a copy of every agreement for an unlimited time due to the number of Orders that we receive.

4 - Price and Payment

4.1 Subscription prices to any of the Services and all of the options available in relation to those Services are as set out on our Website from time to time. Support charges are included in the Subscription prices except where specified on the Website.

4.2 Prices are liable to change at any time (although we will try to give you notice), but no change will be implemented in respect of any period for which you have already paid a Subscription. Subscription prices for the Services do not include any applicable taxes. If any taxes are payable on our provision of the Service to you (other than taxes on our income), we will add those taxes to the amounts payable by you. We will provide you with an invoice itemizing the amount of the taxes. All telephone and internet connection and use charges are for your own account.

4.3 If we run a particular special offer so that there is a specific introductory time, length and price (including at no charge) for the Services we provide you (rather than the normal monthly Subscription), that price will remain in force for that time. After the offer period ends, your use of the Services will be charged at our then current Subscription prices in force for the options you have subscribed to.

4.4 Our Website contains a large number of options in relation to the Services and it is always possible that, despite our best efforts, some of the options listed on our Website may be incorrectly priced. Where an option’s correct price is:

1. less than our stated price, we will charge the lower amount when providing the Services to you;
2. higher than the price stated on our Website, we will inform you of this and you agree that we may adjust the Subscription payment for the next month to recoup any underpayment.

4.5 Subject to any special offer that you may take up when you first Order the Services, you will be charged your Subscription for the Services you have Ordered from us from the first date we enable you to receive them.

4.6 Unless agreed otherwise, payment of Subscriptions must be made monthly in advance by credit or debit card or by some other method agreed with us. We accept payment with only those credit and debit cards or other methods listed on the Website. We will not charge your credit or debit card or other account until we provide you with access to the particular Services you have Ordered and you hereby authorize us to charge your credit or debit card or other account to pay for your Subscription.

4.7 Other than as expressly stated in these Terms of Use, all payments to us are non-refundable. Nothing in these Terms of Use affects your statutory rights. Further, if you are contracting on behalf of another legal person (for example, a company), you warrant that you have the authority to do so and to charge that legal person’s credit or debit card or other account. The amount charged to you may vary from month to month depending upon what features or options of the Services you activated to take effect during the period covered by your Subscription.

4.8 You must keep all information in your Services Account current, including your card numbers, billing address and the expiration date of your credit or debit cards and any information necessary for us to properly charge your account or invoice you. You can access your Services Account through the Control Panel where you can make changes to it.

4.9 Failure to pay your Subscription when due shall be a material breach of this Agreement which shall entitle us to suspend or terminate (pursuant to Clause 12.3(a)) of this Agreement. This, in turn, will affect your access to the Services. Fees are chargeable at our standard rates during the suspension. Failure to resolve outstanding payments may result in Customer Data being removed from the Website following written notification. If we terminate this Agreement for your material breach, we will require you to pay, without delay, all fees and costs accruing before the termination date, all unpaid Subscriptions and any other amounts you owe us under this Agreement.

4.10 Further, if you fail to pay any amount payable by you under this Agreement, we may charge you interest on the overdue amount, payable by you forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the prime rate for the time being of Citibank, N.A. Such interest shall accrue on a daily basis and be compounded quarterly.

4.11 We may, at our discretion, also appoint an outside debt collection agency to collect amounts owing to us. You agree to reimburse us for all costs that we incur in enforcing our collection of your unpaid amounts, including debt collection agency fees, reasonable attorneys’ and legal fees and court costs.

 4.12 Credit cards that are declined for any reason are subject to an additional processing fee (“Processing Fee”), the amount of which is shown on the Website, to take account of the cost to us of your failure to pay as contemplated by this Agreement. We will suspend your access to the Services 24 hours after your card is declined if, during that period, you have not paid us the Processing Fee, (together with any due amount payable to us at that time) by an alternative card or other method agreed with us.

 4.13 All overcharges or billing disputes must be reported within 30 days of the time that the dispute occurred. If you dispute a charge to your credit card issuer that, in our reasonable judgment, is a valid charge under the provisions of this Agreement, you agree to pay us an additional charge (“Administration Charge”) to investigate the matter at the rate set out on the Website. We will refund any such Administrative Charge if our investigation finds that your action in disputing the charge to your credit card issuer was justified because the charge was not, in fact, a valid charge under the provisions of this Agreement.

5 - Refund and cancellation policy

The provisions of this Clause 5 only apply to users who are Consumers (not Business Users).

Cancellations:

5.1 You may cancel any Order at any time and claim a refund after you have placed that Order, provided that you notify us that you wish to cancel such Order within 7 working days – this 7 working day period commences the day after you receive our confirmation email confirming that your Order has been accepted. To cancel your Order and claim a refund, you should email us at hi@aframe.com or write to us at our address above. Such cancellation notice must reach us before the expiry of the 7 day notice period referred to above.

5.2 Please note: notwithstanding any of the above, you may not cancel any Order and claim a refund even if you notify us within this 7 working day period if we have already started to provide the Services to you and you have accessed them.

5.3 We will refund any monies paid to us in respect of a cancelled Order cancelled before the expiry of the 7 working day period or before we have started to provide the Services within 30 days of receiving your notice of cancellation. You may request a refund by contacting us by email at hi@aframe.com.

Refunds:

5.4 In all other circumstances (subject to your rights to claim a refund as described above), once you have paid the Subscription fee and you have received the Order confirmation, you will no longer have a right to claim a refund in respect of the Subscription fee paid except as set out in our Service Level Agreement. Notwithstanding the foregoing, nothing in these Terms of Use shall affect your statutory rights.

6 - Warranties

 6.1 Subject to the remainder of the provisions in this Clause 6.1, we warrant that during the Term we will provide the Services with reasonable care and skill in accordance with the terms of this Agreement and further, that the Services will conform substantially to the description of them contained on the Website.

6.2 The warranties contained in Clause 6.1 do not cover or apply to failures or shortcomings in the provision of the Services caused by, arising out of or due to:

1. your connection to the Internet;
2. the operational performance of the Internet itself;
3. private networks or VPNs or networked personal computers;
4. leased lines;
5. mobile service or airtime providers;
6. failure of the computer or other equipment (including mobile equipment such as Blackberries) you use to connect to the internet or to your mobile service or airtime provider, or to meet minimum system/equipment requirements as set out on the Website;
7. accident, abuse or use of the Services in a manner inconsistent with this Agreement or our Acceptable Use Policy or resulting from events beyond our reasonable control; or
8. such failures or shortcomings which are covered by our SLA from time to time applicable to the Services being provided.

 6.3 Subject to Clause 6.6, if you notify us during the Term that any of the Services do not meet the warranties given in Clause 6.1, we will, at our sole option, either:

1. modify, improve or update the Services to make them conform; or
2. return Subscriptions paid for such Services for the period that they failed to conform.

6.4 We will use reasonable endeavors to maintain the Services free of viruses but we do not warrant or represent that no viruses or other contaminating or destructive materials or elements will be transmitted to you or that your computer system will not be damaged or that defects will be corrected and we strongly recommend that you have your own local anti-virus, anti-spam and anti-spyware programs, that they are of good quality and that they are kept up to date.

6.5 We cannot and do not warrant that the Services will be uninterrupted, error-free or entirely secure although we will effect and maintain at all times continuous and efficient security measures to safeguard Customer Data from unauthorized access, disclosure or use and to minimize the risk of security breach. Further, we shall use encryption techniques where available to protect Customer Data when input.

 6.6 Our response to and our liability for the unavailability of the Website and/or the Services is as set out in our SLA. For the avoidance of doubt, our SLA forms part of these Terms of Use.

6.7 We do not give any other warranties, guarantees or representations concerning the operation or performance of the Services. You are entirely responsible for deciding which Services best suit your requirements and we accept no liability for any use to which you put any of the Services.

WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AND (iii) AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE.

6.8 Please note: Use of the Service is subject to your computer and/or portable device complying with our minimum standard technical specification and compatibility notice. You are advised to check this specification to ensure that your computer and/or portable device is compatible with our Service and we shall not be liable for any failure arising from your use of the Service which arises from incompatibility (including, without limitation, minimum storage and memory requirements from time to time).

7 - Liability

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM AFRAME ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE, EVEN IF AFRAME HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

AFRAME’S MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES OR OTHER LIABILITIES ARISING IN CONNECTION WITH THE SERVICE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE A REFUND OF THE AMOUNT PAID BY YOU FOR THE RELEVANT SERVICE IN THE SIX (6) MONTHS BEFORE THE CAUSE OF ACTION AROSE. IF YOU HAVE NOT PAID FOR THE SERVICE, AFRAME SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES OR OTHER LIABILITIES, WHETHER DIRECT OR OTHERWISE, PROVIDED THAT IF FOR ANY REASON THIS LIMITATION IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF AFRAME FOR ANY AND ALL DAMAGES AND LIABILITIES ARISING FROM THE SERVICE SHALL BE THE AMOUNT OF $10, WHETHER THE CLAIM AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

7.1 We are solely responsible for backing up (and restoring if it is damaged) the Customer Data in accordance with the SLA but you agree to take sensible precautions to minimize your loss in the event we fail to do so, especially if the data is important to you. This may include backing up any locally held data which is also Customer Data.

7.2 In claiming against Aframe for any losses or damages, you are expected to avoid losses occurring and taking reasonable precautions to avoid loss (such as contacting Aframe promptly upon becoming aware of an issue).

7.3 In the event of any breach of the warranties we give in clause 6.1 your sole remedy and our only obligation and liability to you shall be as set out in Clause 6.3.

8 - Confidentiality

8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

1. is or becomes publicly known other than through any act or omission of the receiving party; or
2. was in the other party’s lawful possession before the disclosure without obligation of confidentiality; or
3. is lawfully disclosed to the receiving party by a Third Party without restriction on disclosure; or
4. is independently developed by the receiving party without reference to the Confidential Information and which independent development can be shown by written evidence; or
5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

8.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any Third Party, or use the other’s Confidential Information for any purpose other than for the purposes of this Agreement.

8.3 Each party agrees to take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement or used for any purpose other than the performance of its obligations hereunder, and shall co-operate with the other to help regain control of the Confidential Information if it is lost, and prevent further unauthorized use or disclosure of it.

8.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any Third Party without the participation and/or knowledge of a party hereto.

8.5 This clause 8 shall survive termination of this Agreement, however arising, for a period of five years.

9 - Customer Data and the Protection and Processing of Personal Data

9.1 You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of it.

9.2 We shall follow our standard archiving and backup procedures for Customer Data. These are described on the Website and/or the SLA. In the event of any loss or damage to the Customer Data, we will use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest backup of such Customer Data maintained by us in accordance with our standard archiving and backup procedures.

9.3 Where we collect information from you we shall deal with this in accordance with our Privacy Policy.

10 - Proprietary Rights

10.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services Service Data and Other Content. Except as expressly stated herein, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, Other Content or any related documentation.

10.2 We confirm that we have all the rights in relation to the Services that are necessary to perform the Services and to grant all the rights we purport to grant under, and in accordance with, the terms of this Agreement, and that your use of the Services in accordance with this Agreement shall not infringe upon the rights of any third party.

11 - Indemnities

11.1 You shall defend, indemnify and hold Aframe, its directors and employees harmless against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including without limitation court costs and reasonable attorneys’ and legal fees) arising out of or in connection with: (a) your use of the Services otherwise than in accordance with this Agreement; and (b) claims from a third party that the Customer Data infringes the intellectual property rights or other rights of a third party.

11.2 In the event of any intellectual property rights claim by a third party that our provision of the Services infringes their intellectual property rights, we may obtain for you the right to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement (which shall include termination of your access to the Services) and our only liability is to repay any pre-paid Subscription relating to a period after the date of termination. We shall have no liability if the alleged infringement is based on:

1. a modification of the Services by you or your agents; or
2. your use of the Services in a manner contrary to the instructions given to you by us; or
3. your use of the Services after notice of the alleged or actual infringement has been given to you by us or by any appropriate authority.

11.3 Subject to the terms of this Agreement, the foregoing states your exclusive rights and remedies, and our entire obligations and liability for any patent, copyright, database or right of confidentiality infringement under this Agreement.

12 - Term, Suspension, Cancellation and Termination

12.1 This Agreement will remain in effect unless terminated.

12.2 Unless agreed otherwise in writing between you and us, this Agreement may be terminated for convenience by either party as follows:

1. by us on 30 days’ notice;
2. by you at any time with immediate effect, using the process built into the Control Panel, or by any other means constituting actual notice.

 12.3 Notwithstanding anything else contained herein, this Agreement may be terminated (or, at our option, suspended) by us:

1. immediately on giving notice in writing to you if you fail to pay any sum due under the terms of this Agreement (otherwise than as a consequence of any default on our part) and such sum remains unpaid for 14 days after written notice from us requiring such sum to be paid and referring to this Clause 12.3;
2. immediately on giving notice in writing to you if you are in material breach of any term of this Agreement (other than any failure by you to make any payment hereunder, in which event the provisions of Clause 12.3(a) shall apply) and, in the case of a breach capable of being remedied, shall have failed to have remedied, within 30 days of receiving notice requiring you to do so; or
3. at any time, without notice, if we, in our reasonable opinion, consider you to be in violation of any of the material terms or conditions of our Acceptable Use Policy or Privacy Policy;

12.4 If you choose to cancel your Subscription pursuant to the terms of Clause 12.2(b) you are not entitled to a refund in respect of the remainder of any period in respect of which your Subscription was paid in advance. If we cancel without cause, then we will refund to you, on a pro-rata basis, the amount of unused Subscription remaining right before the cancellation.

12.5 Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

12.6 Upon expiration of the agreement or termination for any reason, we will return your stored data by the same means in which it was delivered or such other means as the parties may agree upon.

13 - Force Majeure

13.1 Provided we have complied with the provisions of Clause 13.3, we shall not be in breach of this Agreement nor liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control (a “Force Majeure Event”), including in particular (without limitation) the following:

1. any labor dispute, including but not limited to strikes, industrial action or lockouts;
2. non-performance by suppliers or subcontractors;
3. interruption or failure (in each case outside our reasonable control) of utility (including but not limited to electric power, gas or water) or public or private telecommunication services or breakdown of plant or machinery;
4. Acts of God, including but not limited to fire, flood, earthquake, subsidence, epidemic, pandemic, windstorm or other natural disaster;
5. war, threat of or preparation for war or terrorist attack, armed conflict, civil war, civil commotion or riots; or
6. voluntary or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law).

13.2 Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.

13.3 We will use our reasonable commercial endeavors to mitigate the effect of any Force Majeure Event and to carry out our obligations under this Agreement in any way that is reasonably practicable despite the Force Majeure Event and to resume the performance of our obligations as soon as reasonably possible.

14 - Variations

14.1 We have the right to revise and amend our Terms of Use from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in the options available in relation to the Services, changes in relevant laws and regulatory requirements, changes in our capabilities and changes in what we are able to obtain from our Third Party licensors, contractors and other suppliers.

14.2 Unless otherwise agreed with you in writing, you will be subject to the Terms of Use set out on our Website at the time you either take out, or renew, your Subscription. Therefore, when you come to renew, please take some time to review the Terms of Use set out on our Website, as well as the scope, specification and options available of the Services to ensure that you are happy with them. If you are not happy, please do not Subscribe or renew your Subscription.

14.3 If we need to revise or amend the Terms of Use during the Term, we will notify you no fewer than 10 Business Days in advance of the revision or amendment, and will have the right to assume that you have accepted such revision or amendment if you have not notified us to the contrary within 5 Business Days of our notification to you.

15 - General

15.1 Assignment

You agree that you will not assign or sub-contract this Agreement or any rights and obligations hereunder without our prior written consent. We may assign this Agreement to our Affiliates.

15.2 Notices

1. Any notice under this Agreement must be in writing and must be delivered by hand or sent by recorded delivery or by email. Notices to you will be delivered to the address that you enter into the Control Panel. Customers must deliver notices to Aframe North America Inc. at the address given for that company at the head of this Agreement.
2. A notice delivered by hand or by recorded delivery will be deemed to have been received when delivered (or if delivery is not in Business Hours, at 9am on the first Business Day following delivery). A notice sent by e-mail will be deemed to have been received when sent (or, if despatch is not in Business Hours, at 9am on the first Business Day following despatch), unless the sender receives a response to the effect that the e-mail has not been received or the recipient is not available.

15.3 No failure by either party to enforce any rights under this Agreement shall constitute a waiver of such right then or in the future. Any waiver must be in writing and signed by an authorized representative of the waiving party.

15.4 If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the economic intent of the parties, and the remainder of this Agreement will continue in full force and effect.

15.5 There shall be no third party beneficiaries to this Agreement, and accordingly a person who is not a party to the Agreement has no right or benefit under or to enforce the Agreement.

15.6 This Agreement constitutes the entire agreement between the parties and supersedes any previous agreement between the parties and all prior representations and discussions relating to the subject matter of this Agreement. Each of the parties acknowledges that in entering into this Agreement, it does not rely on and will have no remedy in respect of any statement of fact or opinion not recorded in this Agreement (whether negligently or innocently made), except for any representation made fraudulently.

16 - Governing Law and Jurisdiction

These Terms are governed by and are to be interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws, and the state and federal courts in Suffolk County, Massachusetts will have exclusive jurisdiction in respect of any dispute which may arise in connection with the Terms or your use of this Website.

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DEFINITIONS

1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Acceptable Use Policy

means our Acceptable Use Policy from time to time produced, amended and updated by us and notified to you which sets out the terms under which you may access and use the Services and our Website;

Administration Charge

has the meaning given to it in Clause 4.13;

Affiliate

means, in relation to any company or other corporate entity, any other entity that controls, is controlled by, or is under common control with such company or other corporate entity. For purposes of this definition, the word “control” means the power, directly or indirectly, to cause the direction or management of such entity, whether by contract or otherwise.

Agreement

means a contract for the supply, by us to you, of the Services, incorporating these Terms of Use and any other terms and conditions referenced in them, the Website Terms and Conditions, our Acceptable Use Policy and our Privacy Policy;

Business Day

means any day (other than a Saturday or Sunday) on which banks are open for the conduct of normal banking business in Boston MA;

Business Hours

means 9.00am to 5.30pm local time in Boston MA, on a Business Day;

Business User

means a legal entity or person who buys or agrees to buy the Service other than for private use;

Confidential Information

means any non-public information, know how, trade secrets or data in any form which is designated as being “proprietary”, “confidential” or “secret” or could reasonably be understood by a reasonable person to be confidential. The term “Confidential Information” shall also include any information not publicly available concerning the products, services (including the Services), finances or business of a party (and/or, if either party is bound to protect the confidentiality of any Third Party’s information, of a Third Party);

Consumer

means an individual who Subscribes to the Service for private use;

Control Panel

means the configurable control panel enabling you to control your Services Account;

Customer Data

means data input or uploaded by you in using the Service, including but not limited to additional content information and data;

Customer

means you, a subscriber to the Services;

Order

means an offer to us to Subscribe to any one or more of the Services and “Ordered” shall be construed accordingly;

Other Content

means content which is stored by, or which is accessible to Third Party customers who are using the Service;

Privacy Policy

means our privacy policy from time to time a copy of which can be found on our website which sets out the basis on which any personal data we collect from you or that you provide to us, will be processed by us;

Processing Fee

has the meaning given to it in Clause 4.12;

Service(s)

means any one or more of the online services available through our Website;

Service Data

means metadata and other data derived from your and other customers’ use of the Service;

Service Level Agreement (or SLA)

means the document setting out the service levels relating to the particular Service(s) subscribed to and forming part of the Terms of Use;

Services Account

means the online account containing, amongst other things, your details and the Services that you have Subscribed to;

Subscribe

means to pay a Subscription and “Subscribed”, “Subscribing” and “Subscriber” shall be construed accordingly;

Subscription

means the relevant fee(s) (plus applicable taxes) payable to us by you, a Customer, to access one or more of the Services;

Support

means the telephone and other support and maintenance services provided by us in connection with the Service;

Term

means the duration of this Agreement;

Third Party

means any legal person other than you and us;

Website

means aframe.com or any alternative website we identify;

you/your/yours

means you, the Customer;

2. The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.

3. Unless the context otherwise so requires:

1. references to statutory provisions include those statutory provisions as amended or re-enacted; and
2. references to any gender include all genders.
3. Words in the singular include the plural and in the plural include the singular.

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 SERVICE LEVEL AGREEMENT

You will be well looked after

Thank you for your business, we really appreciate it. We’ve put together this Service Level Agreement (SLA) to ensure you know exactly what we promise to deliver as part of Aframe’s Services. This SLA forms part of our Terms of Use and in the event of any inconsistency between it and the Terms of Use, the document entitled Terms of Use shall prevail. If you have any questions about the SLA or any other aspect of Aframe’s services, please get in touch.

Uptime is ideally all the time

Aframe aims to ensure its Services are Available 99.99% of the time within any calendar month. “Available” and “Availability” mean that our servers, or the servers operated by a third party on our behalf, hosting the Services are operational and accessible to our customers.

If we fail to achieve such Availability, we’ll offer you credit on your fees, as set out below.

Exclusions

Aframe will not be liable to pay credit on your fees where Availability is affected as a result of:

1. your network or system, or any part of it;
2. a fault in, or any problem associated with, equipment connected on your side;
3. your acts or omissions;
4. your failure or delay in complying with our reasonable instructions;
5. any refusal to allow us, our employees, agents or subcontractors to enter into the relevant sites;
6. reasons beyond our reasonable control (a force majeure event);
7. failure of the world wide web;
8. a planned outage.

Planned Outages

Except in an emergency or in circumstances beyond our control, we will endeavor to give you notice of any maintenance or upgrade work on our network which will affect the Availability of our Services at least one working day in advance by posting a notice on the Website and sending you an email.

Data Integrity

Every asset Aframe holds is stored in two locations. Our data centers are linked with a private fiber link, situated 250 miles apart. We store customers' original assets exactly as they were presented to us, and we hold a checksum for file authenticity.

Databases Fail – it’s how you cope that counts

In the event of an Aframe database failure, all your data is safe as it is held in multiple locations. If you were working with the data at the time of the failure, a maximum of two minutes of data could be lost.

Phone Support

Customers have free telephone support from 0900-1700 EST Monday to Friday (excluding Massachusetts holidays), but this can be extended upon request (although an additional fee may be payable).

Reporting Faults

Customers can call us on +1 978-799-9440.

Deletion Policy

Media can only be deleted by the account owner and such actions are logged by the system: Aframe personnel do not have access to customer media unless specifically authorized by customers.

Privacy

Aframe does not view media within any of our customers' projects, unless a member of our team is added to a project and expressly given permission to view. For example if the client has a support query it may be helpful for a member of our team to view customer's media.

General

The SLA does not apply to non-standard solutions or customized services unless expressly agreed in writing. If an on-site visit reveals that there is no fault with the service or the fault is an excused outage, we may charge you an engineer call-out fee at our standard charges at that time.

Thank you (again) for your business

We're looking forward to working with you. If you have any questions, comments or suggestions, we'd love to hear from you. Please call us on +1 978-799-9440 or email us@aframe.com.

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 ACCEPTABLE USE POLICY

Information About Us

We are the Aframe Media Group ("Aframe, we, us, our").

Where we use the expressions "you/your/yours" we mean you, our customer, that is to say a visitor to and/or user of our website aframe.com (the "Website") and any party on whose behalf you are doing so.

The Website is operated in North America by Aframe North America Inc., a company registered in Delaware, USA under EIN number 33-1223469, and having its registered office at 7 Trailside Way, Westford, MA 001886.

General

This Acceptable Use Policy (together with the documents and materials referred to in it) sets out the terms under which you may access and use our Services (as defined in the glossary of the Terms of Use), the Website and/or Content. “Content” for the purposes of this policy means all pages, screens, layouts, information and materials included in or accessible through our Website including any content available in any email or through any SMS services or in relation to the online services we provide.

Your action in accessing and/or using the Website means that you accept and agree to abide by, all the terms in this Acceptable Use Policy, which supplements our Website Terms and Conditions. Please carefully read these terms. You should print a copy of them and all documents and materials mentioned in them for future reference.

This Acceptable Use Policy applies to all users of and visitors to the Website.

Prohibited Actions

You may access and use the Website and/or Content only for lawful purposes. You may not access or use our Services, the Website and/or Content:

1. in any way that breaches any applicable local, national or international law or regulation;
2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; or
3. for the purpose of harming or attempting to harm minors in any way.

You shall not:

1. send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out below;
2. transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);
3. knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

1. not to reproduce, duplicate, copy or re-sell any part of Content in contravention of the Website Terms and Conditions at aframe.com/terms;
2. not to access without authority, interfere with, damage or disrupt:
   1. the Website or any part of it;
   2. the Content or any part of it;
   3. any equipment or network on which Content is stored;
   4. any software used in the provision of Content and/or the Website; or
   5. any equipment or network or software owned or used by any third party.

Content Standards

These content standards apply to any and all material which you contribute or upload to the Website and by using the Services, including data (“Contributions”).

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Contribution as well as to its whole.

We may, at our sole discretion, run manual or automatic systems to determine compliance with this Acceptable Use Policy (e.g. scanning and logging of email and scanning and logging of web traffic). By subscribing to the Services we provide, you are deemed to have granted permission for such monitoring.

Contributions must:

1. Comply with applicable law in the USA and in any country from which they are posted.

Contributions must not:

1. contain any material which is defamatory of any person or body corporate;
2. contain any material which is obscene or inflammatory;
3. promote sexually explicit material;
4. promote violence;
5. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
6. infringe any copyright, database right, trade mark, patent or other intellectual property right of any other person or body corporate;
7. be likely to deceive any person;
8. be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidentiality;
9. promote any illegal activity;
10. be threatening, abusive or invade another's privacy;
11. be used to misrepresent your identity or affiliation with any person;
12. give the impression that they emanate from us, if this is not the case; or
13. advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

Suspension and Termination

We will determine, in our discretion, whether there has been a breach of this Acceptable Use Policy through your use of our Services, the Website and/or Content. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this Acceptable Use Policy may constitute a material breach of the Website Terms and Conditions and/or the Terms of Use and may result in our taking all or any of the following actions:

1. immediate, temporary or permanent withdrawal of your right to use the Website and/or Content and/or the Services we provide to you;
2. immediate, temporary or permanent removal of any posting or material uploaded by you;
3. issue of a warning to you;
4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
5. further legal action against you; or
6. disclosure of such information to law enforcement authorities that we consider (in our reasonable discretion) necessary.

We exclude liability for actions taken in response to breaches of this Acceptable Use Policy to the fullest extent permitted by law.

The responses described in this policy are not limited, and we may take any other action we deem appropriate.

Changes to the Acceptable Use Policy

We may revise this Acceptable Use Policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this Acceptable Use Policy may also be superseded by provisions or notices published elsewhere on the Website.

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