GoodVision Terms of Service
Last update: August 23rd 2020
Thank you for using GoodVision Video Insights! These terms of service (“Terms”) cover your use and access to our services (Services), client software and websites (“Platform”), (collectively, the “GoodVision Services”).
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE GOODVISION SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE GOODVISION SERVICES.
GoodVision may, in its sole discretion, elect to suspend or terminate access to, or use of the GoodVision Services to anyone who violates these Terms.
If you register for a trial version of the GoodVision Services, the applicable provisions of these Terms will govern that free trial.
The original language of these Terms is English. GoodVision may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
- DefinitionsAccount – the primary means for accessing and using the GoodVision Services, subject to payment of a Fee designated in the selected Plan.Activity – video upload, video processing, data queries, data analyses, data reporting and exporting that can be associated with the Account.
Authorization – the set of rights and privileges on the Web Site assigned to a User by a Client.
Client – a natural or legal person who has accepted these Terms with the GoodVision.
Client Data – Files and any other digital data and information, which is subjected to the GoodVision Services or otherwise inserted to the System by the Client (including the video files, profile information, billing information associated with the Client);
Content – any data and information available through GoodVision Services or contained within the structure of the System, pictures, images, audiovisual works, other informational materials and any comments.
Fee – payment for GoodVision Services associated with the Account.
Files – video files or other data files that are inserted to the System by the Client.
Free Trial – the period of time where Client is entitled to access and process the Files using the Free Credits, or is entitled to use other features of the Platform for the purposes of trying out the GoodVision Services without paying a Fee.
Free Credits – the Credits provided to Client by GoodVision without the need to pay a Fee.
Guidelines – additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the GoodVision Services.
GoodVision – GoodVision Ltd, a private limited company established under the laws of the United Kingdom, having its principal place of business at 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom, and registered in United Kingdom Companies House under code 11730300.
GoodVision Materials – the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the GoodVision Services.
GoodVision Services – the Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform.
Pipeline – the process of extraction of data from the video file, or any other processing of Files on the Platform, which consists of several Stages.
Plan – the usage plan of the Platform. Various criteria related to the use and functionality of the GoodVision Services and on which the Fee is based.
Platform – the GoodVision Video Insights system.
Reseller – third party entity that (i) purchases GoodVision Services from GoodVision and resells such GoodVision Services to Clients, (ii) bills such Clients directly and (iii) provides such Clients with customer service.
Special Terms – any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms.
Stage – the status of processing of Files at a certain point in time.
System – the integrated cloud computing solution for providing the GoodVision Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith.
User – a natural person granted with the Authorization to use the Account on behalf of a Client.
- Authority to Enter into These Terms with GoodVisionThe use of the GoodVision Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 13 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.The Terms are accepted as soon as one of the following occurs first:
- the person has received the confirmation of the creation of the Account and necessary credentials from GoodVision in order to log in to his/her/its Account; or
- for those GoodVision Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
You may not, without GoodVision’s prior written consent, access the GoodVision Services (i) for production purposes, (ii) if you are a competitor of GoodVision, (iii) to monitor the availability, performance or functionality of the GoodVision Services or (iv) for other bench-marking or competitive purposes. You agree not to misuse the GoodVision Services help anyone else to do so. For example, you must not even try to do any of the following in connection with the Services:
- probe, scan, or test the vulnerability of any system or network.
- breach or otherwise circumvent any security or authentication measures.
- access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven’t been invited to.
- interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services.
- access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk)
- send unsolicited communications, promotions or advertisements, or spam.
- send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”.
- promote or advertise products or services other than your own without appropriate authorization.
- abuse referrals or promotions to get Free Credits or access to GoodVision Services without paying a fee, like more video storage space than deserved.
- circumvent storage space limits.
- sell the Services unless specifically authorized to do so.
- publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terror propaganda.
- advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment.
- harass or abuse GoodVision personnel or representatives or agents performing services on behalf of GoodVision.
- violate the law in any way, including storing, publishing or sharing material that’s fraudulent, defamatory, or misleading; or
- violate the privacy or infringe the rights of others.
Once accepted, these Terms remain effective until terminated as provided for herein.
- Modifications to TermsGoodVision reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the GoodVision Services. Please check these Terms periodically for changes. Your continued use of the GoodVision Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the GoodVision Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and GoodVision will be governed by the Terms in effect at the time such dispute arose.
- Our Responsibilities4.1. Provision of GoodVision Services. GoodVision will (a) make the GoodVision Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the GoodVision Services to Client at no additional charge, and/or upgraded support (for an additional charge), (c) use commercially reasonable efforts to make the GoodVision Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which GoodVision shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond GoodVision’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.4.2. Protection of Client Data. GoodVision will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by GoodVision personnel except (a) to provide the GoodVision Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing. The Services may be performed using equipment or facilities located worldwide
By agreeing to these Terms, the Client grants GoodVision a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the GoodVision Services. GoodVision will inform the Client of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in section 3 of these Terms.
List of processors:
- Amazon Web Services – Hosting services, file storage and backup services in Ireland and Germany (Privacy Shield certified).
- Using the GoodVision Services5.1 Establishing an Account. Certain features, functions, parts or elements of the GoodVision Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:
- complete the sign-up form on the Web Site or alternative process provided by a Reseller if access to the GoodVision Services is purchased from a Reseller; and
- accept these Terms by clicking “Sign up” or other similar button
Each User may have only one Account. If several persons need to be associated to one Client’s Account, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.
If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. GoodVision is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, GoodVision may, in its discretion, request additional information or proof of the person’s credentials. If GoodVision is not certain if a User has been granted Authorization, GoodVision may, in its sole discretion, prevent such User from accessing the GoodVision Services.
A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.
The Client and any User associated with an Account must provide GoodVision with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.
5.2 Logging into an Account. GoodVision shall provide Client with a username and password (“Login Credentials”) to be used to log in to its Account unless the Client uses the single sign-on feature or another service to log in. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify GoodVision:
- of any disclosure, loss or unauthorized use of any Login Credentials;
- of a User’s departure from the Client’s organization;
- of a change in a User’s role in the Client’s organization;
- of any termination of a User’s right for any reason.
5.3 Termination of Account. Client may terminate these Terms at any time as provided in Section 17. GoodVision shall permanently delete the Account and the Client Data within six months of the effective date of the termination.
GoodVision reserves the right to suspend or terminate User access to the Services with notice to the User if:
- User is in breach of these Terms,
- User’s use of the Services would cause a real risk of harm or loss to GoodVision or other users, or
- User doesn’t use any paid Services and haven’t accessed GoodVision Services for 12 consecutive months.
GoodVision will provide User with reasonable advance notice via the email address associated with Account to remedy the activity that prompted GoodVision to contact User and give the User the opportunity to export Client Data from GoodVision Services. If after such notice User fails to take the steps GoodVision ask of the User, GoodVision will terminate or suspend User access to the Services.
GoodVision won’t provide notice before termination where:
- User is in material breach of these Terms,
- doing so would cause GoodVision legal liability or compromise our ability to provide the Services to GoodVision’s other Users, or
- GoodVision is prohibited from doing so by law.
5.4 Fees. The use of an Account is a subject to a Fee. Upon sign-up for an Account and after the termination of Free Trial, the Client must select a Plan. Different rates apply to different Plans. Fees in GoodVision Services consist of Fee for Credits, Fees for Plans and Fee for GoodVision Vault video storage.
- The applicable Fee for Credits is charged in advance on the event of Credits purchase.
- The applicable Fee for a Plan is charged in advance on annual payment intervals, unless agreed otherwise between parties.
- The applicable Fee for a GoodVision Vault is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties.
All Fees are non-refundable, i.e. there are no refunds or credits when the Client deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, Client elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.
All Fees are exclusive of all taxes, levies, or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.
GoodVision may suspend or terminate the Services if Fees are past due. GoodVision can delete any User Accounts and Client Data in Account, including the Client Data in GoodVision Vault in a commercially reasonable period of time following receipt of GoodVision request to do so prior to termination of the Services, if the Client is due with payment for more than 30 days.
5.5 Changing Plans. Any Client has the right to upgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by GoodVision. In such an event, the Client’s credit card on file with the GoodVision will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan. Downgrading of the current Plan is not available during the period when the Plan is valid.
5.6 Free Trial. A new Client may be entitled to a limited free of charge trial usage of GoodVision Services, unless the Client has applied for the paid Plan, as a result of an ongoing marketing campaign organized by GoodVision. The Client is not required to provide any credit card information during the period of Free Trial. Free Trial duration may be limited. During the Free Trial period, Client is entitled to use the Free Credits to use GoodVision Services. If the Client uses all of Free Credits, or the Free Trial period expires, the Free Trial period is considered as expired and Client may apply for the paid Plan. In order to prevent deactivation of the Account, the Client is required to select a suitable Plan and pay the first Fee. If the Client does not pay the first Fee within 3 months as of the expiry of the Free Trial, GoodVision has the right to permanently delete the Account, including all Client Data therein.
5.7 Expiration of Credits. Purchased Credits expire in 12 months after the purchase. Trial Credits expire in 90 days after it was provided.
In addition to the current collection of Plans, GoodVision may offer special discounts and motivation schemes (for example finder’s fees, etc.).
- PaymentThe following provisions are applicable only if you purchase access to the GoodVision Services directly from GoodVision. If you purchase access to the GoodVision Services through a Reseller, the payment terms are set forth in the agreement with your Reseller.6.1 Credit Card Authorization. GoodVision may seek pre-authorization of Client’s credit card account prior to your purchase of GoodVision Services in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein and authorize GoodVision to charge all sums described in these Terms to such credit card account. You agree to provide GoodVision updated information regarding your credit card account upon GoodVision’s request and any time the information earlier provided is no longer valid.
6.2 Electronic Invoice. Following each purchase, Client will be issued an electronic invoice. If GoodVision has not sought pre-authorization of your credit card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.
- Client data7.1 Uploading Client Data to Platform. If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons whether posted and/or uploaded by you or made available on or through the GoodVision Services by GoodVision. By uploading Client Data to the Platform, Client authorizes GoodVision to process the Client Data. The Client is responsible for ensuring that:
- the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of GoodVision, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful; and
- the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.
7.2 No Guarantee of Accuracy. GoodVision does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the GoodVision Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not GoodVision, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the GoodVision Services, as well as for any actions taken by the GoodVision or other Clients or Users as a result of such Client Data.
7.3 Unlawful Client Data. GoodVision is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of GoodVision or if there is reason to believe that certain Client Data is unlawful, GoodVision has the right to:
- notify the Client of such unlawful Client Data;
- deny its publication on the Web Site or its insertion to the System;
- demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
- temporarily or permanently remove the unlawful Client Data from the Web Site or Account, restrict access to it or delete it.
If GoodVision is presented convincing evidence that the Client Data is not unlawful, GoodVision may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Account or access to which was restricted.
In addition, in the event GoodVision believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, GoodVision may (but has no obligation), to remove such Client Data at any time with or without notice.
GoodVision as the data processor in EU will assist the Client as the data controller in meeting the Client’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.
7.4 Compelled Disclosure. GoodVision may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, GoodVision will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If GoodVision is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which GoodVision is a party, and Client is not contesting the disclosure, Client will reimburse GoodVision for its reasonable cost of compiling and providing secure access to that confidential information.
- Services8.1 Use of the GoodVision Services. Subject to these Terms, and the payment of the applicable service Fee, GoodVision grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the GoodVision Services to:
- collect, store and organize Client Data, such as add new Files, create Pipelines, visualize the extracted data from Files, performs queries and filters over extracted data from Files, generate reports based on Client Data, export Client Data;
- add new Users and grant them Authorizations;
- modify and delete Client Data;
- receive reasonable help and guidance and from GoodVision regarding the use of the GoodVision Services.
8.2 Technical Support. GoodVision shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. GoodVision shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account, or are using GoodVision Service in a Free Trial, may be less expedient, or may not occur at all.
The contacts for all inquiries of support are:
- instant messaging, built-in notification application on the Web Page, or
- e-mail: email@example.com
Notwithstanding the foregoing, if you purchased access to the GoodVision Services from a Reseller, then first-line technical support will be provided by the Reseller and not by the GoodVision.
8.3 Modifications to Service. GoodVision reserves the right to modify the GoodVision Services or any part or element thereof from time to time without prior notice, including, without limitation:
- rebranding the GoodVision Services at its sole discretion;
- ceasing providing or discontinuing the development any particular GoodVision Service or part or element of the Platform temporarily or permanently;
- taking such action as is necessary to preserve GoodVision’s rights upon any use of the GoodVision Services that may be reasonably interpreted as violation of GoodVision‘s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the GoodVision Services, will become effective thirty (30) days before the effective date of such modification.
If the Client does not accept the modification, the Client shall notify GoodVision or Reseller (if Client purchased access to the GoodVision Services from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the GoodVision Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. GoodVision shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the GoodVision Services, or any part or element thereof.
- Data Processing ContractFor the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and the GoodVision as the data processor. The Client hereby instructs the GoodVision to process the data as described in these Terms.9.1 Subject matter and nature of processing. GoodVision provides the Platform where the Client, as the data controller, can collect, store and organize the Files determined by the Client. The Platform has been designed to work as a video data retrieval tool but, to the extent not regulated by these Terms, the Client decides how they use the Platform.
9.2 Duration. GoodVision will process data on behalf of the Client until the termination of the GoodVision Services in accordance with these Terms. Upon termination, GoodVision will store the Client’s data for a period of six months, should the Client wish to reopen the Account to resume the use of the GoodVision Services, unless instructed otherwise by the Client. The GoodVision deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.
9.3 Parties’ rights and obligations. The Client’s rights and obligations regarding Client Data are provided in sections 4 through 10 of these Terms. The GoodVision ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. The GoodVision takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. GoodVision undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.
- Restrictions10.1 Prohibited Activities. Client and its authorized Users may use the GoodVision Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
- use the GoodVision Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
- copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the GoodVision Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the GoodVision is not permitted by that applicable law to exclude or limit the foregoing rights;
- use the GoodVision Services or any part or element thereof unless it has agreed to these Terms.
10.2 Certain Uses Require GoodVision Consent. The Client or any User may not, without GoodVision’s prior express written consent (e-mail, fax, Skype, etc.):
- sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the GoodVision Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
- use the GoodVision Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
- use the GoodVision Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by GoodVision;
- Intellectual Property Rights12.1 GoodVision’s Intellectual Property Rights in the GoodVision Services. The GoodVision Services, GoodVision Materials, GoodVision trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by GoodVision and its third party vendors and hosting partners. GoodVision Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. GoodVision, its affiliates and licensors retains all right, title and interest in such GoodVision Services, GoodVision Materials, GoodVision trade names and trademarks, and any parts or elements. Your use of the GoodVision Services and GoodVision Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the GoodVision Materials is strictly prohibited unless you have received the express prior written permission from GoodVision or the otherwise applicable rights holder. GoodVision reserves all rights to the GoodVision Services, GoodVision Materials and GoodVision trade names and trademarks not expressly granted in the Terms.12.2 Content Owned by GoodVision. Subject to these Terms and the payment of the applicable service Fee, GoodVision grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use GoodVision Services. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the GoodVision Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the GoodVision Services or as otherwise permitted by applicable law.
12.3 Client Data.
GoodVision may use Client Data in an aggregated or anonymized format for research, training, educational and other similar purposes. GoodVision may not otherwise use or display Client Data without Client’s written consent. GoodVision respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the GoodVision Services does not grant GoodVision the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for GoodVision’s commercial, marketing or any similar purpose. Client expressly grants GoodVision the right to use and analyze aggregate system activity data associated with use of the GoodVision Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the GoodVision Services operate, and to create new features and functionality in connection with the GoodVision Services in the sole discretion of GoodVision.
Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the GoodVision Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the GoodVision to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the GoodVision Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, GoodVision’s or any GoodVision Licensee’s use of such Client Data pursuant to these Terms, and GoodVision’s or any GoodVision Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by GoodVision to any third party for the performance of any GoodVision Services Client has chosen to be performed by GoodVision or for the exercise of any rights granted in these Terms, unless Client and GoodVision otherwise agree.
12.4 Feedback. If Client or a User provides GoodVision with any comments, bug reports, feedback, or modifications for the GoodVision Services (“Feedback”), GoodVision shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the GoodVision Services. Client or User (as applicable) hereby grants GoodVision a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
- Third-Party Sites, Products and ServicesThe GoodVision Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, GoodVision does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, GoodVision makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.Any content referred to as community provided is provided by third parties and not developed or maintained by GoodVision. By using any community marked code or libraries in your software development, you acknowledge and agree that GoodVision is not in any way responsible for the performance or damages caused by such community provided code or library.
- Disclaimers; No WarrantyUNLESS OTHERWISE EXPRESSLY STATED BY GOODVISION, THE GOODVISION SERVICES, GOODVISION MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GOODVISION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GOODVISION AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.UNLESS OTHERWISE EXPRESSLY STATED BY GOODVISION, GOODVISION AND ITS AFFILIATES DO NOT WARRANT THAT THE GOODVISION SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GOODVISION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE GOODVISION SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GOODVISION SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL GOODVISION.
UNLESS OTHERWISE EXPRESSLY STATED BY GOODVISION, GOODVISION AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE GOODVISION SERVICES, GOODVISION MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- IndemnificationYou agree to defend, indemnify and hold harmless GoodVision and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the GoodVision Services, GoodVision Materials, representations made to the GoodVision, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. GoodVision reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify GoodVision, and you agree to cooperate with such defense of these claims.
- Limitation of Liability16.1 No Liability: GoodVision shall not be liable to the Client or User for any consequences resulting from:
- any modifications in these Terms, calculation and rates of Fees, the GoodVision Services, GoodVision Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the GoodVision Services or GoodVision Material;
- deletion of, corruption of, or failure to store any Client Data;
- use of Client Data by the Client or any of the Users associated with the Account;
- upgrading the current Plan;
- any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;
- the Client’s use of the Account or the GoodVision Services by means of browsers other than those accepted or supported by the GoodVision;
- the application of any remedies against the Client or authorized Users by the GoodVision, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the GoodVision Services or any part or element thereof;
- the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the GoodVision Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
- the GoodVision’sapplication of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, GoodVision and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:
- provide GoodVision with accurate information about the Client, Users or Account;
- notify GoodVision of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
- provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of GoodVision’s negligence, breach if these Terms or otherwise);
- ensure the lawfulness of the Client Data;
- obtain the necessary rights to use the Client Data; or
- abide by any of the restrictions described in these Terms.
16.2 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GOODVISION AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE GOODVISION SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
16.3 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
- Termination of These Terms17.1 For Convenience. These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:
- by GoodVision upon decision to end provision of the GoodVision Services and close the Platform; or
- immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
17.2 For Default. These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:
- by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
- immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights] and 15 [Indemnification] of these Terms.
17.3 Effect of Termination. Upon termination of these Terms,
GoodVision shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, GoodVision shall fulfill such request within 1 month of its receipt of such request.
- stop using and prevent the further usage of the GoodVision Services, including, without limitation, the Platform;
- pay any amounts owed to GoodVision under these Terms; and
- discharge any liability incurred by the Client before under these Terms prior to their termination; and
The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.
If GoodVision terminates these Terms as a result of an uncured breach by a Client or User, GoodVision is entitled to use the same or similar remedies against any other persons who use the GoodVision Services in conflict with these Terms. Notwithstanding the foregoing, GoodVision may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the GoodVision Services.
If GoodVision has reasonable grounds to believe that the Client’s or User’s use of the GoodVision Services, including the Account may harm any third persons, GoodVision has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
- Who You Are Contracting With18.1 General. The GoodVision with whom Client is contracting GoodVision:GoodVision Ltd
71-75 Shelton Street
18.2 Governing Law and Jurisdiction. In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below.
These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the United Kingdom, without giving effect to any principles of conflicts of law.
We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.
If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
Use of the GoodVision Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.
Notwithstanding the foregoing, you and GoodVision agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.
- General Provisions19.1 Relationship of the Parties. The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either GoodVision, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.19.2 Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
19.3 Entire Agreement. These Terms are the entire agreement between Client and GoodVision regarding Client’s use of the GoodVision Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
19.4 Assignment. Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without GoodVision’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
19.5 No Waiver. Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
19.6 Notices. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.
Last update: August 23rd 2020