TERMS AND CONDITIONS



 

Welcome to Smartzer (“we” or “us” or “our”). Smartzer’s product and services are provided by Smartzer Ltd (Smartzer LTD is a private limited company registered in England under Company Number 08331824 with registered address at Nabarro, 4th Floor, 34-35 Eastcastle Street. London W1W 8DW). Please take the time to read these terms and conditions carefully before using any of our services, as by browsing the website and using the Smartzer product, you are agreeing to comply with and be bound by them. Please contact us if you have any questions regarding these terms and if you do not wish to be bound by them, please do not use the Smartzer product.

 

These terms of use are effective immediately and were last updated on 10th of January 2017. We may occasionally modify the terms and conditions. If you do not agree with the amended terms then you should cease to use the website and the Smartzer product (“product”).


 

User rights and Smartzer Account Terms

 

You may peruse the Smartzer website (“website”) without an account and at any age, but in order to create an account and actually use the Smartzer products you must be of legal age to make a legally binding agreement under applicable law, 18+. This account must provide us accurate and complete information about you. You must not create an account with the intent of impersonating another person or use a name that is subject to any rights of a person other than you without appropriate authorisation. You must not select a name that is offensive, vulgar, or obscene. If you are opening an account with us on behalf of a company or separate entity;

  • “you” counts for you and that entity

  • “you” represent that entity and are agreeing that you have authority to grant permissions and licenses provided in the terms and bind the entity to the terms

  • “you” agree to the terms on the entity’s behalf

 

You must keep your account information confidential, and you must notify us immediately if you believe your account security has been breached in any way. We have the right to disable an account if, within our reasonable opinion, you have failed to comply with any of the terms. Your submission of any information to us is entirely at your own risk. We do not assume any liability to you with regards to loss or liability relating to such information in any way.

 

Subject to our terms, we grant you a limited, non-exclusive, non-transferable, personal and revocable license to use our product and visit the website. We reserve all rights, titles and interest not expressly granted under this license to the fullest extent under all applicable laws.

 

Any use of our product or website not specifically permitted under this agreement is strictly prohibited.


 

Product and Content Terms

 

Smartzer allows you to use our product to upload videos. Any content that you post within our product (including content that you make available to us directly or request for us to retrieve from a third party on your behalf) is referred to as “user content”. This would include content such as video files, product images, product details or any other data necessary to create an interactive video player. You must understand that you are entirely responsible for the content you provide or any opinion, recommendation or advice that is expressed therein. We expressly disclaim any and all liability in connection with user content. You must represent and warrant that you have all the necessary licenses, rights, consent, and permissions which are required to enable us to use the content you have provided for the purposes of the provision of the products by Smartzer.

 

You grant Smartzer a non-exclusive, royalty free, transferable, worldwide license to use, store, display, reproduce, share, overlay, tag, modify, and distribute your user content on through the Smartzer product, solely for the purposes of operating, developing, providing and using the Smartzer product. If you use the Smartzer product, we also reserve the right to place your video player anywhere on our website and promote it for as long a time as we feel necessary.

 

Following termination or deactivation of your account, or if you choose to remove the user content from Smartzer, we may retain this user content(s) for a commercially reasonable period of time. Possibly for archival purposes.

 

You must agree that you will not use the Smartzer platform to reproduce any copyrighted material. You must not copy, store, edit, change or prepare any derivative work of or alter any of the content provided on the Smartzer platform. You must not use the Smartzer platform in any way that violates the terms of this agreement. You must not start distributing any of the Smartzer platform and/or any other Smartzer users. You must not meddle with any of the computer code, scripting or technology that allows Smartzer to happen. In a similar vein, you must not interfere with any of the security elements that make the Smartzer platform safe for us, you, or other people to use. You must not transmit, upload, or send us anything that is illegal, abusive, harassing, harmful, pornographic, indecent, profane, obscene, hateful, racist, or otherwise inappropriate. If you upload any of the above whilst using our product, we reserve the right to deactivate or terminate your account, and at the very least remove the indecent material immediately without prior warning.

 

If you breach any of these conditions then you agree that you will be solely responsible for any loss or damage to us, yourself, or others as a result and we reserve the right to refuse service/terminate access to the website without prior notice.

 

We may occasionally have to make changes to the product and the website without prior notice, and you must agree to accept this.

 

We cannot guarantee any confidentiality with respect to user content, and we have the right to use, copy and distribute your identity to a third party who is claiming that any of your user content constitutes a violation of their intellectual property rights, or their right to privacy. We will not be liable to any third party for the consent or accuracy of any of the user content you provide.

 

When in use, our product may contain links to third party websites, advertisers, services, special offers, or other events that Smartzer does not own or control. We have no control over the content on those other websites or resources, and we do not endorse any advertising or products on or available from such websites or resources. We do not endorse or assume any responsibility for any information, material, products or services on a third party website. Accessing a third party website through the use of a Smartzer product, is done at your own risk and you must agree that Smartzer have no liability arising from your use of or access to this other website.

 

With the exception of the user content, all other content regarding the product and used by the product is either owned or licensed by Smartzer. It is subject to copyright, trademark rights, and other intellectual property rights of Smartzer, or Smartzer’s licensors. The website and product is owned by us and is protected by any applicable copyright laws and international treaty provisions.

 

Smartzer retains the right to auto updates to the latest version of the product. The updates may result in minor changes in the player appearance. This is to guarantee the latest functionality and most up to date service across all our players, analytics and video tagging components of the product.


 

Data Ownership Terms

 

Under these Terms and Conditions, Smartzer will own all copies of your data associated with your Smartzer Account and Smartzer Product (collectively, “Data”). Smartzer is acting as a Data Controller for majority of the data, aside from email addresses or other details entered into the player, where we would act as a data processor.

 

You can always approach Smartzer in order to request a copy of the Data. The Data is also presented to you through your Smartzer Analytics Account. Where relevant, additional data can be provided to you in a generally accepted manner, such as via a CSV file.

 

By using the Smartzer product you are granting Smartzer a non-exclusive, limited right to access and use the applicable Data associated with your Smartzer account. This includes various forms of Data analysis, which can include analysis including several different Smartzer accounts.

 

The security and privacy of your Data are paramount to us. Smartzer uses industry standard, or better, administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your Data. Your Data is stored securely via Google and Amazon Web Services. Nonetheless, no security measures are 100% effective, and Smartzer cannot guarantee absolute security.

 

Obligation for client or website owner embedding the Smartzer player to ensure that their website includes Terms and Conditions to cover any data Smartzer players are collecting.

 

SMARTZER SHALL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS, HACKING, OR OTHER SECURITY INTRUSIONS OR FAILURE TO STORE OR THE THEFT, DELETION, CORRUPTION, DESTRUCTION, DAMAGE, OR LOSS OF ANY DATA OR INFORMATION.


 

Payment Terms

 

Set up fee

 

The setup fee is payable in full prior to the video going live.

 

For overdue payments, interest will be charged as allowed under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998. If a payment is overdue after the invoice due date you will be liable for a 2.5% interest daily rate. The Customer will be contacted on the first day of delayed payments before a fee is applied. If an invoice is 7 days overdue the customer will receive an email, and a formal letter requesting payment with an invoice inclusive of the calculated interest. If payment has not been received after the 7 days after the due date requested there will be two additional fees, a one off £350 admin fee plus any legal fees that we have had to request to recuperate loss of payment. During any period in which payments are overdue, the obligations of Smartzer may be suspended.


 

Video tagging fee

 

Video tagging fee for each video is payable in full prior to the video going live. For video packages, the full fees are due prior to any videos going live as part of the setup process.  For each video the tagging service is completed once the final assets (video file and product links) have been received by Smartzer. Any amends to the product links following the asset submission will be considered as a new video tagging service.

 

For overdue payments, interest will be charged as allowed under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998. If a payment is overdue after the invoice due date you will be liable for a 2.5% interest daily rate. The Customer will be contacted on the first day of delayed payments before a fee is applied. If an invoice is 7 days overdue the customer will receive an email, and a formal letter requesting payment with an invoice inclusive of the calculated interest. If payment has not been received after the 7 days after the due date requested there will be two additional fees, a one off £350 admin fee plus any legal fees that we have had to request to recuperate loss of payment. During any period in which payments are overdue, the obligations of Smartzer may be suspended.
 

General Terms

 

If you have any issues or problems with Smartzers product or website, you must agree to contact us first to attempt to resolve the dispute. Please contact us via info@smartzer.com with ‘Terms and Conditions Inquiry” as the subject line.

 

We recommend that you check these terms and conditions regularly in case of changes to the website, product and/or services that Smartzer provides.

 

You acknowledge that you have read this agreement, understand it and will be bound by the terms and conditions. You further acknowledge that this agreement represents the complete and exclusive statement of the agreement between you and us and that it supersedes any proposal or prior agreement oral or written and any other communication between us relating to the subject matter of this agreement.

 

These terms are governed by the law of England and Wales.