Terms of Service for mova
NOTE: This Agreement applies to all Participants (defined below). Should you have any queries or issues concerning this Agreement, please contact Netribution via firstname.lastname@example.org. Please read this Agreement carefully.
Mova Terms of Service v.1*
- Welcome to the beta-version of Mova, the app for a community-led decentralised database (“Database”) of video fingerprints provided and owned by Netribution (“Program”).
- These terms of service for beta-use by you of the Program (“Agreement”) set out the terms and obligations for you, the Participant (defined below), to install and use the Program before its public release.
- Please read the entire Agreement.
- By accepting this Agreement, you will be entering into a binding agreement with Netribution Limited (“Netribution”) (reference to which includes each of its subsidiaries, any successors in title and assigns, and Affiliates). This Agreement contains provisions which affect your legal rights.
- By ticking the box next to “I agree to mova’s Code of Conduct and the Terms of Service” you agree and accept all terms and conditions set forth in this Agreement.
- The date of this Agreement shall be the date on which you tick the box mentioned in clause I (e) (“Date”).
- Each of “Participant” and “Netribution” shall be a “Party” and both the “Parties”.
- “Participant(s)” or “you” means any individual who has successfully applied to be part of the beta test group for the Program (“Application”), who has been supplied with a unique access code by Netribution (“Authorisation”) and who has created a profile on the Program. Should, for any reason, the sign-up process be different, then any user of the Program who has created a profile on the Program shall be considered and deemed a Participant, and therefore also be bound by the terms of this Agreement.
II. DESCRIPTION OF SERVICE:
You can download the app from the website of the Program, where you can also find a link to the Application.
If you want to use the Program, you need to submit an Application. If you are successful, you will be provided with a unique access code by Netribution. This code is confidential and must only be used by the person it was provided to. If you are not the personal recipient of the code, you are not authorised to use the Program and this Agreement shall in that case be deemed terminated by Netribution.
By creating a profile on the Program, you confirm that you are the personal recipient of the unique access code and that you have been authorised by Netribution to use the Program.
Once you have created a profile as part of the Program, which is stored on the Database, you have the option to add a digital wallet to your profile (for the avoidance of doubt, Netribution makes no representations or warranties about which types of wallets will be supported by the Program) and to verify your connection with a website associated with your profile. You can then generate a unique identifying code (“ISCC”) for your audio-/visual files that you wish to use the Program for (“Project”) and add certain Program Data (defined in Clause III below) related to your Project. Once you have done that, you can add, and, if you want to, publish this information as a claim (as further defined and set out in the Program) onto the Database in a way that makes it available to access at a public API on the web (such as at https://mova.link) (“Claim”). Whilst the audio-/visual files related to your Project are not uploaded anywhere by Netribution or otherwise by or on the Program, the Program Data (defined below) is stored on the Database. You also have the option to make some changes to your Claim at a later point.
The Database will be used by all Participants. In terms of the data and information and files that it holds for you, it will be: your Registration Data and your Program Data (both as defined below).
Usage of the Program is set out in further detail within the Program, so please ensure you read through the information provided there carefully. If you have any questions, please get in touch with Netribution at email@example.com.
The Parties agree that neither Party will be paid for the use of (in respect of the Participant) and provision of (in respect of Netribution) the Program. The consideration received by the Participant will be early access to use the Program and the consideration received by Netribution shall be use of and testing of the Program by the Participant. Each Party confirms for itself that this constitutes sufficient, full and equitable consideration.
IIIa. YOUR USE OF THE PROGRAM
Use of the Program is strictly limited to Participants. Therefore, during your use of the Program and whilst it is in your possession, custody and/or control, you must take reasonable efforts to prevent non-authorised third parties from using the Program. You will be responsible for any loss or damage caused to the Program and/or Netribution for any failure to do so.
Some of the underlying software of the Program, Holochain, is governed by the terms of the Cryptographic Autonomy License version 1.0 available at https://github.com/holochain/cryptographic-autonomy-license (“CAL License”). Other parts of the underlying software are owned by Netribution.
You agree and acknowledge that Netribution does not control the Content on the Program and, as such, does not guarantee the accuracy, integrity or quality of such Content to you or any other party. Netribution also does not control the Content of any third party and, as such, does not guarantee the accuracy, integrity or quality of any third-party Content to you or any other party. Under no circumstances will Netribution be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, any claims of any nature, or any loss or damage of any kind incurred as a result of any kind of use of any Content directly or indirectly in any way through the Program.
You agree and acknowledge that the Program has not thoroughly been tested and that the Program, and/or any part thereof, constitutes beta and pre-release materials, that are not intended for public release and that the features provided in Program as of the Date, may not be available in later releases.
You agree to not use the Program to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable or that harms minors (i.e. a person who is defined as ‘child’ or ‘minor’ in the relevant jurisdiction);
- impersonate (other than for clearly comedic and non-defamatory and/or non-slanderous purposes) any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through Netribution;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or other relationships;
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” or any other form of solicitation;
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (“Virus”);
- disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in discussions or exchanges;
- interfere with or disrupt the Program, Netribution or servers or networks connected to the Program or to Netribution, or disobey any requirements, procedures, policies or regulations of networks connected to the Program or to Netribution;
- intentionally or unintentionally violate any applicable local, state, national or international law,
- “stalk” or otherwise harass Netribution, its employees, agents, staff or contractors or other Participants; and/or
- collect or store personal data about other Participants in connection with the prohibited conduct and activities set forth in paragraphs above (apart from the information set out below (which must be deleted. i.e. put beyond use by you as soon as you have provided such information to Netribution, unless such information is yours or in the public domain)):
Netribution respects the copyright of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Netribution the following information: a description of the copyrighted work that you claim has been infringed; a description and/or link of where the material that you claim is infringing is located either on the Database or elsewhere; your name and email address; a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law; a statement by you, that the above information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner’s behalf. You shall duly and fully cooperate should further steps be required to be taken by you to help Netribution protect the copyright in question, and/or if Netribution receives information by another Participant.
IIIb. YOUR DATA
As part of the Application, you provide certain data and information about yourself and about any copyright that you might own or control, e.g. in the Project (“Registration Data”) and, as part of your usage over the Program, you also provide certain data and information about yourself and about any copyright that you might own or control at any point of using the Program, including, but not limited to:
- a username (which does not need to be your real name, as further set out in the Program),
- your company name (if you enter into this Agreement and use the Program on behalf of a company),
- a country (if you enter into this Agreement and use the Program on behalf of a company),
- a profile picture as a thumbnail (which does not need to be your personal photo),
- a wallet address,
- a website address (if you want to be verified)
- as well as certain data and information about the Project, such as, by way of example, a title, licence details, or other copyright and/or authorization details, description of the Project, cast, crew, etc., as well as, without limitation, certain metadata about the Project, data and information needed to create, add or edit a Claim, and any other data or information about yourself that you choose to provide as part of your usage of the Program, (“Program Data”); “Registration Data” and “Program Data”, together shall be the “Participant Data”.
You are not permitted to enter any Personal Data (defined below) as part of the Program Data or Claim that you do not have the right to share publicly. You acknowledge that any data or Personal Data that you input as part of your Claim will be available to the public. Should that constitute a breach of a third party’s rights then you will be solely responsible for such breach and shall duly indemnify Netribution pursuant to the terms of the indemnity clause int his Agreement.
You agree that all (i) Participant Data, as well as (ii) anything related to any Project (including the Project itself), and (iii) all information, data, text, software, graphics or other materials, including, but not limited to, any data, assets or information or anything else linked to your submission of a Claim, whether posted through use of the Program or transmitted by you to Netribution directly ("Content"), are your sole responsibility.
Netribution takes data protection and protection of the Participant Data very seriously. The way Netribution handles and protect the Registration Data is set out here https://crm.openvideo.tech/privacy-policy/ and you consented to it when you submitted your Application. The way Netribution handles and protect the Program Data is set out here. The Program Data is stored on your computer until you publish a Claim, which means that it is available to see by any third party. Once you have published a Claim, the data and information you choose to input and to add to your Claim (“Claim Data”) gets stored in two places: (i) on the Distributed Hash Table which is a shared database stored across all of the Participants and (ii) on the API / indexer service, which tracks published Claims and currently is hosted only at https://mova.link. Therefore, if you choose data, such as your real name, which constitutes Personal Data (defined below) for the purposes of Data Protection Laws (defined below), you choose to share such Personal Data with the Program and the general public. This Clause applies to such Claim Data and you consent to it by providing us with the relevant data you choose to add to the Program and by agreeing the terms of this Agreement. You undertake to keep any Claim Data up to date, such that it is accurate and current.
To the extent that any of the Claim Data constitutes Personal Data, Netribution’s use of that Personal Data is regulated by the General Data Protection Regulation EU 2016/679, as well as the Data Protection Act 2018 (“Data Protection Laws”). For the purpose of the Data Protection Laws, Netribution is responsible as ‘Controller’ for the data Netribution collects from you (if any) as part of the Claim Data, as further set out in this Clause. The following capitalised terms have the meaning given to them in the applicable Data Protection Laws from time to time: Controller, Personal Data, processing, Processor. To the extent that the Claim Data includes any Personal Data, such data is used by Netribution because you have given it to Netribution, which enables Netribution to use it as part of its provision to you of the Program subject to the terms of the Agreement, and which Netribution may use to customise the Program, to improve any aspects of the Program and to further develop the Program. The Program is not intended for use by children and Netribution does not knowingly collect or use Personal Data relating to children.
When Netribution uses your Personal Data, Netribution is required to have a legal basis for doing so. There are various different legal bases on which Netribution may rely, depending on what Personal Data Netribution processes and why. The legal bases Netribution may rely on include: (i) consent: where you have given Netribution clear consent for Netribution to process your Personal Data for a specific purpose, which you are deemed to have given Netribution by agreeing to the terms of this Agreement; (ii) legal obligation: where Netribution’s use of your Personal Data is necessary for Netribution to comply with the law (not including contractual obligations); (iii) legitimate interests: where our use of your Personal Data is necessary for our legitimate interests (such as the improvement of our services and/or the Program).
Netribution will only share the Personal Data which you choose to publish as part of your Claim. Any other Person Data will only be shared by Netribution with law enforcement or other authorities if required by applicable law.
Netribution does not store your Personal Data – the Personal Data will be stored on the Database, which may consist of servers inside or outside of the UK and/or the European Economic Area, which do not have the same data protection laws as the EEA and the UK. However, due to the nature of the Database, Netribution believes that the data stored on any individual server does not constitute Personal Data for the purpose of Data Protection Laws. If you would like further information, please contact Netribution via firstname.lastname@example.org. Any Personal Data will only be retained on the Program as long as this Agreement has not been terminated – this is required to facilitate the functioning of the Program. For information on what happens to your data when this Agreement is terminated, please go to Clause XIII.
Under the Data Protection Laws, you have a number of important rights, free of charge. For further information on each of those rights, including the circumstances in which they apply, see the Guidance from the UK Information Commissioner’s Office (ICO). If you would like to exercise any of those rights, please contact Netribution via email@example.com and, when or if you do contact Netribution in this respect, please let Netribution have enough information to identify you, such as your name and your email address and let Netribution know the information and/or Personal Data to which your request relates.
If you have any queries about this Clause, please contact Netribution via firstname.lastname@example.org. The applicable Data Protection Laws also give you the right to lodge a complaint with a supervisory authority, in particular in a European Economic Area state or in the United Kingdom if you work, normally live or if any alleged infringement of data protection laws occurred in the relevant state. The supervisory authority in the UK is the Information Commissioner who may be contacted at ico.org.uk/concerns/ or telephone: 0303 123 1113.
## IV. YOUR COPYRIGHT OWNERSHIP OF THE PROJECT
In addition to the above, in relation to the Project that you link to as part of your Claim, the following is agreed between you and Netribution.
Solely as between you and Netribution, you shall be solely entitled, in relation to the copyright in the Project, to make use of the Project and all allied and ancillary rights in the Project as you shall decide. And therefore, for the avoidance of doubt, (i) Netribution shall not be entitled to do the same; and the Project will not be uploaded to the Database or any part of the Program.
You hereby represent, warrant and undertake that: (i) you are the owner or duly authorised licencee of the Project and all allied rights in the Project and/or you have been duly authorised by the owner of the Project (including all rights in the Project) to enter into this Agreement, (ii) nothing in the Project infringes the rights of any third party, (iii) you will do all in you power to maintain the entire copyright in the Project throughout your usage of the Program, (iv) no rights of any kind, including, without limitation, encumbrances, in relation to the Project have been granted to any third parties insofar as such grant might conflict the terms of this Agreement, (v) the Project has not been exploited in any form which might breach the terms of any agreement with any licensee, sales agent or distributor and your usage of the Program for the Project does not constitute such breach either, (vi) the Project does not contain any obscene, blasphemous or defamatory matter and shall not otherwise infringe the rights of any person, nor shall it place any person in breach of any duty of confidence or confidentiality, nor in contempt of court nor shall breach any provision of any statute; (vii) there are no legal proceedings or threats of such proceedings or third party claims in relation to the Project; (viii) you will comply with all requirements of Netribution insofar as protecting Netribution from any claims in relation to the Project and/or the related Claim is concerned.
V. CONTENT MADE AVAILABLE FOR INCLUSION ON PROGRAM
Netribution does not claim ownership of the Content. However, in order for Netribution to be able to provide the Program and in consideration of your use of the Program and for other good and valuable consideration (the receipt and sufficiency of which you hereby acknowledge), you irrevocably grant Netribution the perpetual, worldwide, royalty-free and non-exclusive license, with the right to sublicense through multiple tiers of sublicensees, to use, distribute, reproduce, modify, adapt, publicly perform and publicly display the Program Data, in whole or in part, on the Program in any media whether now existing or which come into the existence into the future.
VI. MODIFICATION OF THE PROGRAM
You acknowledge that Netribution may establish general practices and limits concerning use of the Program, including without limitation, the maximum number of days that Content will be retained and/or made available by the Program (for the avoidance of doubt, the Project itself is not stored or uploaded on the Database or anywhere else by Netribution). You further acknowledge that Netribution reserves the right to modify these general practices and limits from time to time. Netribution reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Program (or any part thereof), including, but not limited to, any part or all of the public list of claims, including your Claim(s), with or without notice. You agree that Netribution shall not be liable to you or to any third party in any way for any modification, suspension or discontinuance of the Program.
VII. REMOVAL AND TERMINATION OF CONTENT
You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance by Netribution, on the accuracy, completeness, or usefulness of such Content. You acknowledge, consent and agree that Netribution may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
- comply with legal process;
- respond to claims that any Content violates the rights of any third party;
- respond to your requests for customer service; or
- protect the rights, property or personal safety of Netribution, any Participants and/or members of the public.
You acknowledge and agree that:
- Netribution undertakes that it shall not at any time disclose to any person any part of the Participant Data, unless it is strictly required for the purpose of performing its obligations under this Agreement and only to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the Netribution’s obligations under this Agreement, and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Netribution shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the Participant Data comply with this Clause. The terms of this Clause shall survive the termination or suspension for any reason of this Agreement.
- For the avoidance of doubt, you are allowed to discuss your experience with Program with third parties or publish or disseminate information about those experiences, except for any data or information that would help a non-Participant to use the Program without having been admitted through the Application process and except for anything which might contribute to any Participant or non-Participant violating the terms of this Agreement.
- In the event that you are able through technical means to access data in the Database, that has not been made public by Netribution, you agree to keep it confidential and not publish, distribute, copy or share it.
IX. PARTICIPANT’S WARRANTS AND REPRESENTATIONS
Each Party hereby represents and warrants for itself only, and acknowledges that the Party is relying thereon without independent inquiry, that: (i) it has all necessary power, is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has taken all action necessary to enter into this Agreement and make it upon its execution the valid, binding and enforceable obligation of such party; and (ii) no consent, waiver or approval of any third party is necessary to that Party entering into and performing its obligations under this Agreement or consummating the transactions contemplated herein.
You further warrant, represent and undertake that you:
- provide true, accurate, current and complete Participant Data;
- if you enter into this Agreement in your personal capacity, as an individual, rather than as a company, are of the legal age required in your jurisdiction to be entering into this Agreement and to be using the Program;
- ensure that any and all rights, materials and all other information, documents, materials, data or other items provided by you to Netribution pursuant to this Agreement do not infringe the rights of any third party or violate any law or regulation;
- will keep your Participant Data accurate and up to date and ensure that it is at all times true and accurate;
- will conduct yourself responsibly in regards to participation in the Program and treatment of the Program following the Code of Conduct which you must agree to abide by when applying to become part of the founding cohort of the Program and when creating a profile on the Program and entrance into this Agreement is deemed to signify consent to abide by the terms of the Code of Conduct;
- will not in any way cause harm or inconvenience to Netribution, its “Affiliates” (which means a company or any entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Netribution), its subsidiaries or publishers;
- will not allow anyone else to use the Program or the Program, including without limitation, usage of the unique access code that you will receive by Netribution once you have successfully applied to be part of the founding cohort of the Program;
- will immediately notify Netribution if you suspect or become aware that the Program provided to you as part of this Program are distributed or transferred to a third party, and you will use your best efforts to help recover the Program and to prevent any further loss of disclosure;
- will not misappropriate any of the intellectual property of Netribution or any other party, save as allowed by the terms of this Agreement and the CAL License;
- will not reverse engineer, decompile or disassemble the Program or engage in the unauthorized transfer, exhibition, export, import, or transmission of programs and will not use any devices to circumvent any authentication schemes unless such an action is intended for the purpose(s) of testing the product and is authorized by and communicated to Netribution directly and within a reasonable time.
You further acknowledge and agree that any unauthorised modifications, use or improper installation by you of the Program shall render Netribution’s warranties and obligations under this Agreement null and void.
X. NO GUARANTEE OF SERVER UPTIME/DISCLAIMER
Netribution does not guarantee the continuous operation of the servers used in connection with the Database or the Program. Netribution is not liable for your inability to use the Program or delay or failure of the servers to perform. If you receive a message while using the Application or the Program identifying an error, please contact the application support area at matter.openvideo.tech and, subject to you not being in breach of this Agreement, Netribution will use reasonable endeavours to enable you to access the Program again, but Netribution (i) does not warrant or represent that you will be able to access the Program at all times and/or that your access will be restored should it have been lost for any reason, and (ii) Netribution is under no obligation to rectify any such problems or defects beyond using its reasonable endeavours (whether or not Netribution has used its reasonable endeavours shall be at the discretion of Netribution).
You acknowledged that the Database, on which all or some of the Participant Data is located, is a decentralised database, which means that Netribution does not control the servers on which the Participant Data is located and does not provide any guarantee, representation or warranty that all participating servers will always be connected and/or working. Should one or several of the servers that make up the Database be unavailable, you may be unable to access the Program, or parts of the Program, during that time.
XI. NO WARRANTIES AND REPRESENTATIONS
You expressly understand and agree that: your use of the Program is at your sole risk. The Program provided by Netribution under the terms of this Agreement are provided “as is” and “as available” basis. To the maximum extent provided under law, Netribution (and its subsidiaries, affiliates, officers, employees and licensors) expressly disclaims all representations and warranties of any kind, whether express or implied, including, but not limited to any implied, or otherwise, warranties of merchantability or fitness for a particular purpose, or non-infringement.
Apart from the express representations and warranties given in clause IX(i) and (ii) (together, the “Warranties”), Netribution does not give any other express representations and warranties. The Warranties are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this Agreement. No advice or information, whether oral or written, obtained by you from Netribution or through or from the Program or otherwise, shall create any warranty in addition to the Warranties. Without limiting the generality of the foregoing, Netribution and its subsidiaries, affiliates, officers, employees and licensors specifically denies any implied or express representation or warranty that the (i) Program will meet your requirements; (ii) that the Program will be uninterrupted, timely, secure or error-free and/or (iii) that the results that may be obtained from the use of the Program will be accurate or reliable; and/or that the Program will generate any profit for the Participant following the submission of a Claim or otherwise; and/or (iv) that the Program is or will be appropriate, available or legal for use in your jurisdiction; and/or that (iv) that the Program will operate in conjunction with or being compatible with any hardware items, software products, any operating systems or any other application; and/or (v) that it will be able to rectify any or all defects in the Program (whether raised by you pursuant to Clause X or otherwise), and/or (vi) that the Program is legal for use in your jurisdiction or complies with any or all applicable laws, regulations, international and national standards, codes (from regulatory and advisory bodies, whether mandatory or not), and/or (vii) that the Program contains no weakness in the computational logic (for example, code) found in software and hardware components (if any) that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and/or (viii) anything else whatsoever, apart from, for the avoidance of doubt, the Warranties.
From time to time, problems beyond Netribution’s reasonable control may prevent or delay your access to the Program or cause the Program or the Program to fail to perform. Netribution does not guarantee that the Program, or any part thereof, or any content otherwise available on or through the Program, will always be available or be uninterrupted. Netribution may also suspend or withdraw or restrict the availability of all or any part of the Program for business and operational reasons.
In the event of a dispute regarding your use of any of the Program you agree that Netribution may exclude your participation in and use of this Program and Netribution may repair or replace the Program (if applicable) at Netribution’s discretion. You agree that Netribution has no liability for discontinuing the Program for any reason that it may deem necessary. All other software not published by Netribution is the sole responsibility of the named publisher.
XII. LIMITATION OF LIABILITY.
The foregoing limitations, exclusions and disclaimers apply to the maximum extent permitted by the applicable laws, even if any remedy fails of its essential purpose. Netribution will not be liable for any special, incidental, indirect, or consequential damages in relation to this Agreement.
You expressly understand and agree that Netribution and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Netribution has been advised of the possibility of such damages), resulting from the use or the inability to use the Program.
You further agree that, in relation to the Project, Netribution shall not be liable to your or your personal representatives, for any loss of revenue or anticipated profit or lost business, costs of delay, failure of delivery to any third party, any loss of publicity, advertisement, reputation or the like, or Netribution’s failure to produce, distribute, release, advertise, promote or exploit the Project (which, for the avoidance of doubt, Netribution shall not do, as this is solely your responsibility).
Either party may terminate this Agreement at any time.
Netribution may terminate the Agreement by sending an email notification to you, however, if your email address is unavailable or returns an error message, Netribution may terminate this Agreement without notice to you.
You may terminate this Agreement for any reason by deleting your private user data folder, containing your user data and public/private keys – which will prevent you from using the Program and by sending a written notification of termination via email to Netribution.
Upon termination (or, if deemed necessary by Netribution in its sole discretion, prior to any termination and at any point of your use of the Program), Netribution may, in its sole discretion: (i) delete your Participant Data and/or any Claim you may have submitted as part of your usage of the Program; (ii) delete your profile (which means you will lose access to the Program); (iii) remove one or all of your Claims from the Database; (iv) refuse to publish further Claims from you; (v) remove access to the Program for you; (v) remove any or all of your Participant Data from the Database.
In certain cases, Netribution may, strictly at its sole discretion, need to delete the full Database (i.e. put the Database and all related data beyond use) in order to safeguard itself against claims in relation to any Project, Content or Participant Data and all Participants at that time will need to be notified that there has been a suspected copyright breach and that therefore, their own data will need to be deleted and new Claims will need to be submitted by each Participant and therefore their usage of the Program will be irrefutably diminished and they may suffer financial and/or other damages.
You understand that, even in the event that the Agreement is terminated by you, any information already published by you on the Database cannot be deleted by you.
Netribution may update this Agreement by posting a new version here mova.claims/terms-of-service. Prior to a new version coming into force, you will either receive an e-mail from Netribution outlining the required changes to the Agreement or a notice in the application. You will be given the option, together with a deadline, as to whether you want to terminate the Agreement and stop using the Program or whether you want to agree to the updated version.
You hereby indemnify and agree to keep the Netribution (including, without limitation, its respective affiliates, officers, agents, employees, and permitted successors and assigns) against fully and effectively indemnified from and against any and all losses, any costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses and VAT thereon) and/or liabilities whatsoever suffered or incurred directly or indirectly by Netribution in consequence of any negligence, breach of any of the agreements, conditions, obligations, representations, warranties and/or undertakings on your part contained in this Agreement and Netribution shall be duly reimbursed by you within 10 business days (which shall be any day on which the banks in England are open) of notice by Netribution. This Clause shall remain in full force and effect even after termination of the Agreement following the end of the term (if applicable) or the early termination by either Party.
This Agreement and Application (including any information contained in the Registration Data) and/or any other data or information supplied by the Participant prior to the Application constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and replaces any and all former agreements, understandings, arrangements and representations relating in any way to the subject matter hereof, whether in writing or oral. Each Party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any statement, representation (including innocent or negligent misrepresentation or negligent misstatement), assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement, the Application or the Registration Data and/or any other data or information supplied by the Participant prior to the Application, except in the case of fraudulent misrepresentation.
The provisions of this Agreement set forth in Sections V (Confidentiality) and X (Term/Termination) and any remedies for the breach thereof, shall survive the expiration of this Agreement.
Nothing in this Agreement is intended to or shall be deemed to create or constitute a partnership or joint venture of any kind between the Parties and neither Party shall have any authority to act in the name of the other Party or otherwise act in a manner which would indicate or imply any such relationship or authority.
Any notice or other document required to be given by law by Netribution to the Participant under this Agreement shall be (1) in writing and in English; and (2) shall be given either by (i) personal delivery; or (ii) first class (if available) domestic mail if the addressor and addressee are in the same country or airmail if the addressor and addressee are not in the same country; or, to the extent permitted, (iii) by electronic mail; and (3) given or sent (as applicable) to the Participant at the address provided by the Participant to Netribution as part of the Application.
If any one, part of, or several of the provisions contained in this Agreement is or are found to be invalid, illegal, or unenforceable in any respect in any jurisdiction, that shall not affect or impair the validity, legality and enforceability of the remaining provisions in any (other) jurisdiction. If that (part of the) provision of this Agreement that has been found to be invalid, illegal or unenforceable would be legal, valid and enforceable if some part of that provision was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
Third party right
Except as expressly provided in this Agreement, a party who is not party to this Agreement shall not have any rights under this Agreement, including, without limitation, under the Contracts (Rights of Third Parties) Act 1999 (as may be amended from time to time), to rely upon or enforce any term of this Agreement. The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.
This Agreement may be signed in any number of separate counterparts. Netribution evidences each signature below. Your usage of the Program shall constitute your acceptance of this Agreement. If you do not agree to the terms of this Agreements, you must not use the Program. Both ways of evidencing consent to this Agreement shall be treated as originals, fully binding and with full legal force and effect, and the Parties waive any rights they may have to object to such treatment. Netribution recommends that you print a copy of these terms for future reference.
Governing law and jurisdiction
The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. The English courts have exclusive jurisdiction to settle any dispute in connection with this Agreement (including any dispute as to its existence, validity or termination), and are the most appropriate and convenient courts to settle any such dispute. The parties agree not to argue to the contrary, and waive objection to those courts on the grounds of inconvenient forum or otherwise in relation to any proceedings in connection with this Agreement.
AGREED by the Parties on the Date.