General Terms and Conditions Autheos B.V.

With its registered office at Pascalstraat 15, 2014 KZ Haarlem

Registered with the Chamber of Commerce in Amsterdam under number 54837804

Article 1. Definitions

In these general terms and conditions, the terms below are defined as follows:

  1. Account: a collection of data pertaining to a particular other Party, whose data can be inspected and changed via the Autheos website following the provision of the related login details.
  2. User: the natural person or the legal entity that makes use of the products or Services of Autheos, including but not limited to embedding the videos on the websites.
  3. Application: the program owned by Autheos consisting of one or more scripts that runs on a web server and that can be approached and used via the websites of Autheos.
  4. Autheos: the private company with limited liability Autheos B.V., with its registered office at Pascalstraat 15, 2014 KZ Haarlem, registered with the Chamber of Commerce under number 54837804.
  5. Content: digital information and data, including but not limited to videos, music, sounds, texts, pictures, data (files), applications and other software.
  6. Services: all services offered and provided by Autheos on its website or otherwise.
  7. Authorized User: every User that has been allowed to use the videos.
  8. Uploader: the natural person or legal entity that offers Videos through the intervention of the Application or the Services provided by Autheos.
  9. User Website: every website owned by the other Party or by third parties affiliated with Autheos, including websites owned by Autheos on which the videos are shown.
  10. Videos: all videos uploaded by Users via Autheos’s website for the purpose of the Services provided by Autheos.
  11. Embed Code: this code is combined with a video player that enables the User to add Videos to its website and to play the Videos.
  12. Other Party: every natural person or legal entity, including in any event the User, which makes use of the products or Services provided by Autheos and that has created on account on the website(s) owned by Autheos for this purpose.

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Article 2. Applicability
  1. The present terms and conditions are applicable to any and all use of the Application and the Autheos website, of any nature whatsoever, unless this applicability is fully or partly expressly excluded in writing and/or unless expressly stipulated otherwise.
  2. Any terms and conditions applied by the other Party are expressly rejected. Deviations from and additions to these terms and conditions are only applicable if and to the extent that they have expressly been accepted by Autheos in writing.
  3. Autheos reserves the right to change the present terms and conditions at any time. The most-recently filed version and/or the version as applicable at the time of conclusion of the agreement shall always apply.

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Article 3. Access to the Application
  1. The other Party will receive a user name and password from Autheos after the other Party has successfully completed the registration process. These login details enable the other Party to use the Application and the Services provided by Autheos.
  2. The use of the Application is personal, non-transferable and may only be used within the other Party’s own organisation.
  3. All acts that are performed after logging in using the other Party’s login details will be deemed to have been performed under the responsibility and supervision of the relevant other Party.

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Article 4. Conditions of use
  1. 1. Autheos has the right to terminate the agreement with the other Party and to deny the other Party further access to the Services, the Application and Autheos’s website if the other Party fails to comply with the conditions set forth in 4.2.
  2. The other Party is not allowed:
    1. to use the Application or Autheos’s website in such a manner that the rights of third parties are infringed;
    2. to use the Application or Autheos’s website to spread computer viruses or material that is libellous, slanderous, insulting, racist, discriminatory, obscene or threatening in nature;
    3. to use the Application or Autheos’s website to store or disseminate or cause the dissemination of content that infringes third-party rights, including in any event but not limited to copyrights, trademarks and portrait rights, or to act unlawfully towards right holders, for example by offering, storing or disseminating hyperlinks, torrents or similar information towards material that infringes their rights;
    4. to use the Application or Autheos’s website in such a manner that this results in a breach of the privacy of third parties, including in any event but not limited to the dissemination of the personal data of third parties;
    5. to make such use of the Application or Autheos’s website that the Application or the website is damaged, distorted, interrupted, stopped, overburdened or otherwise rendered less efficient as a result;
    6. to disseminate part or parts of the Application or Autheos’s website on any medium whatsoever without the prior, written approval of Autheos, including but not limited to software, brands, brand names, texts, Videos and images published on the Application or Autheos’s website;
    7. to change or modify any part of the Application or Autheos’s website and/or the systems, programs, Services and/or technology that are part thereof;
    8. to circumvent, disable or otherwise interfere with security-related parts of the Application or Autheos’s website or to attempt to do so;
    9. to decompile, reverse engineer or disassemble the Application or part of the Application;
    10. to use the content or part of the content of the Application or Autheos’s website on a website other than Autheos’s website without including on that website a prominent link that links back to Autheos’s website.
    11. to collect or gather the content or part of the content of the Application or Autheos website or details or personal data concerning the Users of the Application or Autheos’s website with or without the use of an automated system.
  3. Autheos makes every effort to keep its website and Services available 24 hours a day. However, Autheos will never be liable for any damage sustained by the other Party if the website or its Services are not available 24 hours a day.

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Article 5. Content placed by the other Party on Autheos’s website
  1. The other Party is responsible for content placed on Autheos’s website by or on behalf of the other Party and for the consequences of storing, placing or publishing such on Autheos’s website. Autheos does not endorse this Content and/or the views, opinions or advice issued therein, and expressly disclaims all liability in connection with the Content placed by the other Party.
  2. The other Party declares and guarantees that the other Party holds all required and necessary licences, rights and approvals concerning the Content placed on Autheos’s website by the other Party and that the other Party will continue to hold these for as long as this Content is offered on Autheos’s website and Users Websites. The other Party will not upload Content to Autheos’s website or to Users Websites or the aforementioned websites, which Content is subject to third-party rights, including rights of ownership, unless the other Party holds a licence or has obtained the written approval of the entitled party for this purpose.
  3. Autheos reserves the right, but it is not obliged, to decide whether the Content placed on Autheos’s website and Users Websites by the other Party complies with the aforementioned content requirements and it has the right to remove the Content placed by the other Party from its website and systems without prior notification and entirely at its own discretion.
  4. The other Party understands and acknowledges that by using Autheos’s website and Services offered thereon the other Party may be exposed to Content that is factually incorrect, insulting, indecent or otherwise objectionable to the other Party. The other Party waives all rights and/or remedies towards Autheos that are (possibly) available to the other Party in connection with the relevant Content.
  5. The other Party indemnifies Autheos against all third-party claims with respect to the Content placed by the relevant other Party on Autheos’s website and Users Websites.
  6. The User grants Autheos an irrevocable, perpetual, worldwide right of use to store, host, encode, distribute and process the Videos uploaded by the User to the extent such is technically necessary for the purpose of providing the Services.

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Article 6. Data collection
  1. In order to enable Autheos Free Video Syndication Network business model, Autheos has the right to collect, process, analyse, store and then sell all information and data obtained and collected, including but not limited to all information and data pertaining to the Videos uploaded by any User and all data collected by implementing the Embed code, i.e. calling on the Autheos servers via any Users website to then gain access to a certain database, and all data including but not limited to website visitors or consumer behaviour, titles, descriptions, language, type, category, number of broadcasts, video-duration through the Autheos Brand Terminal, benchmark reports, or any future to be released commercial products.
  2. Autheos is not obliged to pay the fee it has received or part thereof to the User.

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Article 7. Term of the contract and implementation period
  1. The agreement between Autheos and the other Party is concluded for a term of twelve (12) months and will each time be renewed automatically for a term of twelve (12) months after expiry of a contract term, unless the agreement is terminated in due time while observing the applicable notice period of three (3) months and unless the nature of the agreement indicates otherwise or the parties expressly agree otherwise in writing.
  2. After the agreement ends, Autheos has the right to retain all data (including Videos that were uploaded by the other Party) stored on its systems and in the case of information that is available to the public via other channels to keep these available for third parties. Autheos will not be obliged to make a copy thereof available to the other Party.

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Article 8. Guarantees
  1. Autheos guarantees towards the other Party that it holds all intellectual property rights with respect to the Application, the Embed Code and the Video Player or that it has acquired a sufficient license from the relevant entitled parties.
  2. This guarantee does not apply to deviations that result from outdated versions (when compared with those that are available on the internet at the time of commissioning by the other Party) or from an incorrect configuration or incorrect use by the other Party nor does the guarantee apply to deviations that are caused by modifications or expansions implemented by the other Party.

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Article 9. Liability
  1. Autheos is not liable for any damage that:
    1. results from the other Party’s use of products, Services or Content delivered by Autheos;
    2. results from possible deception in public communication;
    3. results from intervention on the part of the Advertising Code Committee;
    4. results from the registering or a failure to register and maintaining or a failure to maintain trademarks and models;
  2. Any liability on the part of Autheos of any kind is excluded in the event of force majeure. The parties will not exercise their right to dissolve the agreement in the event of force majeure until two (2) months have passed since the start of the situation of force majeure arose, unless the parties agree a longer term for rendering the agreed performance as yet
  3. The other Party is responsible for creating backups of the Content and other data and the details and personal data of Users.

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Article 10. Applicable law and choice of forum
  1. All agreements concluded and to be concluded by Autheos are governed by Dutch law.
  2. All disputes, including those that are only considered as such by one of the parties, which arise pursuant to an agreement to which the present terms and conditions are fully or partly applicable or pursuant to other agreements that arise from such an agreement will be settled by the competent court in the jurisdiction where Autheos has its registered office, unless a mandatory statutory provision opposes such. This does not alter the fact that Autheos may agree with the other Party to have the dispute settled by means of independent arbitration.

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