Terms and Conditions
1. Definitions 1.1. ‘Service’ means the mediaHUB℠ service in accordance with its current specification and includes: 1.1.1. use by your permitted users of the mediaHUB℠ hosted content management application, to enable you to manage your Digital Content Files, and 1.1.2. allocation to you of the amount of Disc Space Included for hosting your Digital Content Files on our server 1.1.3. software code for you to incorporate in your own web pages, to enable your Digital Content Files to be delivered in real time from our server in a user transparent fashion, ie so that they appear to a visitor to your site to be contained within your own web pages. 1.2. ‘Digital Content Files’ means any video files and other digital material uploaded by you, complying with the Technical Requirements, with a view to hosting storage and delivery thereof using the Service. 1.3. ‘Start Date’ means the date on which you subscribe for the full service without restriction 1.4. ‘Trial Period’ means the period commencing when we first permit you to have access to the Service and ending 30 days thereafter. 1.5. ‘Unlawful’ means such as may give rise to any actual or potential liability, civil or criminal, either under the laws of England and Wales, or under the laws of any other jurisdiction whose laws may apply in relation to the material in question; and includes failure to comply with any applicable legal or regulatory requirement. 2. Trial Period 2.1. During the Trial Period you have the right to use the full Service, provided that 2.1.1. You are allocated 1GB of data transfer 2.1.2. either party may terminate the Trial Period and this agreement at any time by immediate Notice 2.1.3. all other provisions of this agreement not inconsistent with this term shall apply. 2.1.4. You may upgrade to the full service at anytime. 3. Subscription, Term, and Termination 3.1. Following the end of the Trial Period the service will be suspended unless you sign up by either entering your address, company reg and VAT number where applicable. If you upgrade you will then receive an electronic invoice on your upgrade monthly anniversary date. The term of this agreement begins on the upgrade date and continues thereafter until terminated by you. We may terminate this Agreement at any time if you are in breach of any of these terms. 3.2. Without prejudice to our rights to terminate for breach, whilst payment is overdue we may suspend the Service, but you remain liable to pay for the Service up to the date of suspension and thereafter until the earliest date on which this Agreement might otherwise be lawfully terminated by you by Notice. 3.3. The mediaHUB℠ service is charged on a Pay As you Go monthly basis and is governed by the amount of video storage and video views. The entry level, single content administrator license fee is $95/month. This fee includes 10 Gigabits of storage/month and 100 Gigabits of transfer/month. 3.4. To license additional mediaHUB℠ content administrators and/or to increase your amounts of storage and transfer; contact mediaHUB℠ support team by phone 1(408)610-2837 or by email firstname.lastname@example.org; 3.5. Additional features can be accessed within the mediaHUB℠ service which are subject to a charge; fees are subject to change with 30 days advanced notice to clients. 3.6. You will be billed by credit invoice on the monthly anniversary of your start date. 3.7. Additional services are charged for any use within a monthly period and can be used at anytime within that period. 3.8. Invoices must be paid within 14 days of receipt to avoid the possibility of account suspension. 3.9. If you cancel the service you will be charged for any data usage or storage of videos from your last billing date to the date of your cancellation. 3.10. The service must be cancelled by you using the cancel service option within the mediaHUB℠ account. 3.11. On cancellation you will no longer have access to the mediaHUB℠ account. 4. Use of Service 4.1. It is your responsibility to maintain your own internet connection of adequate capacity to allow uploading of Digital Content Files to the Service. 4.2. We will provide you with a password to enable access by users nominated by you to the mediaHUB℠ hosted content management application, to enable you to manage your Digital Content Files. If you have reason to believe that any password issued to you has been compromised, it is your responsibility to notify us as soon as practicable, and to change your password. 4.3. You acknowledge that you are wholly responsible for all use of the Service on your account when accessed by any password allocated to you, and that any use of the Service when accessed by any such password is conclusively deemed to be authorised by you. 4.4. The right to use the Service is personal to you and your nominated users, and may not be assigned or further delegated; under no circumstances may the use of the Service be resold unless part of an agreed reseller agreement. 4.5. Enabledware maintains a backup of all your transcoded video files. It is your sole responsibility to retain an adequate off-line backup of all your Digital Content Files, independent of the Service, unless you have selected a permission for mediaHUB℠ to keep a copy of your original files. 4.6. Usage is govern by the Enabledware acceptable usage policy. 5. Standard of Service 5.1. The Service is provided via Internet connections, and its availability depends fundamentally on the reliability of such connections and on the Internet generally. Subject thereto, so far as is within our control, we will use reasonable efforts to maintain continuity of Service at all times and to minimize unavoidable interruptions. It is however technically impossible to guarantee fault-free Service, and the Service is provided ‘as is’ and without warranties of any kind, express or implied (other than warranties not capable of exclusion); whist we will use reasonable efforts to give notice of anticipated interruptions, there will inevitably be times when the Service is unavailable. 5.2. Support is available during our normal office hours; contact mediaHUB℠ support team by phone 1(408)610-2837 or by email email@example.com. We will use reasonable efforts to acknowledge, address, and resolve support issues so notified to us promptly. 6. Restrictions on unlawful use, warranty and indemnity 6.1. You warrant that your use of the Service, including the content of any Digital Content Files uploaded thereto and/or hosted thereon, shall in no way be Unlawful. Such responsibilities include taking all necessary technical and legal steps to ensure that access to any web page of yours from which Digital Content Files may be viewed is restricted to individuals by whom such Video Files may legitimately be viewed. 6.2. You agree you will fully indemnify us against any liability we may incur as a result of any use by you of the Service which is Unlawful, or which is in breach of these terms. 6.3. You further agree that if any third party brings or threatens any action against us as a result of any alleged act by you in relation to your use of the Service which, if proved, would be unlawful or in breach of these terms, you will indemnify us against our own legal costs in defending such action or threat whether or not the alleged act is proved and whether or not our defence is successful; provided that once you have paid all sums so due to us, we will assign to you any rights we may have to recover such costs from the third party. 6.4. We do not accept the responsibility of monitoring or editing Digital Content Files, but reserve the right on reasonable grounds to remove and delete any such material; if we do so, we will notify you and give our reasons. 7. Intellectual Property Rights 7.1. All copyright and other rights in the nature of intellectual property rights in the mediaHUB℠ hosted content management application and in all other aspects of the Service are and remain vested in us, and any rights granted to you are limited to lawful use directly in connection with your permitted use of the Service whist this agreement subsists. Otherwise, all such rights are reserved to us. 8. Liability 8.1. WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER CAUSED ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE SERVICE, OR FROM ANY MISREPRESENTATION, WHETHER INNOCENT OR NEGLIGENT, EXCEPT TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED. 8.2. NOTWITHSTANDING THE GENERALITY OF THE ABOVE, WE EXPRESSLY EXCLUDE LIABILITY FOR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE OR FOR LOSS OF PROFIT, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS. 8.3. IN THE EVENT THAT ANY EXCLUSION OR OTHER PROVISION CONTAINED IN THIS AGREEMENT BE HELD TO BE INVALID FOR ANY REASON AND WE BECOME LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE HAVE BEEN LIMITED, SUCH LIABILITY SHALL BE LIMITED TO SUMS PAID FOR THE USE OF THE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE ACCRUING OF THE CAUSE OF ACTION. 8.4. We do not exclude liability for death or personal injury to the extent only that the same arises as a result of negligence for which we are liable. 8.5. You acknowledge that the charges for the Service are set on the basis that liability shall rest as provided by this clause; 8.6. The provisions of this clause shall survive the termination of this Agreement for whatever reason. 9. Miscellaneous 9.1.Force Majeure We shall not be liable for any failure to fulfil our obligations caused by circumstances beyond our reasonable control, provided that we have made reasonable efforts to fulfil our obligations under this Agreement. 9.2. Capacity You warrant that you are a bona fide business and that you enter this agreement in such capacity, and that you are not a ‘consumer’ within the meaning of the Consumer Protection (Distance Selling) Regulations 2000. 9.3. Waiver Failure or neglect by us at any time to enforce any of these terms shall not be a waiver of our rights and shall not prejudice our rights to take any action in respect of the same or any later breach. 9.4. Severability If any provision in this agreement shall be determined to be invalid, the remainder of this agreement shall stand. 9.5. Entire Agreement These terms supersede all prior agreements and are complete and exclusive. No oral or written information given by us or on our behalf shall create a warranty or collateral contract, or in any way increase the scope of our liability, and you may not rely on any such information. Except as otherwise provided, no addition, amendment or modification of these Terms shall be effective, unless in writing and signed or accepted by us. 9.6. Variation We have the right to modify these terms (including the right to alter charges) at any time by Notice. If you do not wish to accept a change we have notified to you, you may within that month give us Notice as set out under ‘Subscription, Term, and Termination’ above to end this agreement. If you do so then the former terms will remain in place for the entire notice period, at the end of which this agreement shall terminate. If you do not give us Notice to end this Agreement within that one month period, you will be deemed to have accepted the changes notified to you, and the changes will take effect at the end of that one month period. 10. Law This Agreement is governed by the laws of the State of California, United States of America and any questions arising shall be dealt with only by the United States courts.