1. DEFINITIONS FOR THE PURPOSE OF THESE TERMS OF SERVICE
In these terms of service, the following terms shall have the corresponding meaning whether they appear in singular or in plural.
1.1. “You” means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
1.2. “Price list” means the respective prices for nxtedition products and services from nxtedition, subject to adjustment at nxteditions disgression.
1.3. “Quotation” means a quote issued by nxtedition to You.
1.4. “nxtedition” means the legal entity identified in the relevant quote.
1.5. “nxtedition equipment” means any product sold or supplied by nxtedition that is not nxtedition software.
1.6. “nxtedition products” means nxtedition software and nxtedition equipment as specified in relevant quotations.
1.7. “nxtedition software” means any software solution and support solution provided by nxtedition to You as specified in relevant quotation.
1.8. “Terms of Service” shall mean these Terms of Service.
1.9 “Company” (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to nxtedition AB, Russgatan 5, 212 35 Malmö.
2. ACKNOWLEDGEMENT
2.1 These are the Terms of Service governing the use of this Service and the agreement that operates between You and the Company. These Terms of Service set out the rights and obligations of all users regarding the use of the Service.
2.2 Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms of Service. These Terms of Service apply to all visitors, users and others who access or use the Service. By accessing or using the Service You agree to be bound by these Terms of Service. If You disagree with any part of these Terms of Service then You may not access the Service.
2.3 You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
2.4 Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You.
3. ORDERS.
3.1. These terms of service apply to all sales and use of all nxtedition Products by nxtedition.
Acceptance and/or use of any nxtedition Products constitutes acceptance of these terms of service. In the event of any conflict between these terms of service and any other agreement affixed to a form, order, blank acceptance or counter-offer, these terms of service shall govern and no other agreement or terms of service shall be of force or effect.
3.2. All Quotations shall be subject to the provisions of these terms of service unless expressly stated otherwise in an applicable Quotation executed by nxtedition and You.
3.3 You may place orders with nxtedition pursuant to nxtedition’s standard order procedures, which order shall be subject to these terms of service and the applicable Quotation.
4. PRICE AND TERMS OF PAYMENT
4.1. Applicable prices for nxtedition Products shall be at the price indicated in nxtedition’s order acknowledgement or, in the absence thereof, at the price indicated in a signed Quotation from nxtedition current at the time of the order.
4.2. nxtedition shall render its invoice upon shipment of the nxtedition Products. Unless otherwise agreed in writing by nxtedition, the full price for the order shall be paid to nxtedition within 30 days of the date of the invoice. The amount of credit or terms of payment may be changed or credit is withdrawn by nxtedition at any time at its discretion. In default of due payment in full, the amount outstanding shall bear interest at the rate of 1.5% per month or the highest rate otherwise permitted by law, whichever is less, it is understood that the payment of such interest shall not limit nxtedition’s ability to repossess the nxtedition Products pursuant to Section 5.2 below or seek any additional remedy for damages. Payment of the full price for the order shall be paid without any deduction, set-off or counterclaim whatsoever. Prices do not include applicable taxes, including applicable sales tax and VAT, which shall be payable by You.
4.3. Payment shall be made in the currency specified in the quotation.
5. DELIVERY, TITLE AND RISK OF LOSS
5.1. Unless otherwise agreed in writing by nxtedition, any physical deliveries of nxtedition Products shall be Ex Works nxtedition’s facility (Incoterms). You shall reimburse nxtedition for costs of insurance and transportation on shipments and shall be responsible for all import duties, taxes and any other expenses incurred or licenses or clearances required at port of entry and destination. nxtedition reserves the right to adopt an equitable plan of allocation and to adjust delivery schedules accordingly in the event of shortages. Unless otherwise agreed in writing by the parties, set out in the Quotation or stated otherwise in nxtedition’s standard policies, nxtedition shall make nxtedition Software available for download over the Internet by You, in which event all of nxtedition’s obligations in respect of the delivery of such nxtedition Software shall be satisfied upon provision to You of a functional Internet URL for download of the nxtedition Software.
5.2. Until payment in full of the applicable purchase price, title to and ownership of all nxtedition Products remains at all times with nxtedition. Until such time, nxtedition shall have a fixed charge over the nxtedition Products, and You shall fully assist nxtedition in preparing any documentation necessary to create, maintain, perfect, register and execute such charge, and You appoints nxtedition as attorney-in-fact to execute all documents for such limited purpose. Until payment in full of the Purchase Price, You shall not, directly or indirectly, register a lien, charge or create or permit the creation of any encumbrance of any nature over the nxtedition Products. In the event that You fails to pay the full purchase price for nxtedition Products when due or, if at any time before payment is made nxtedition has bona fide concerns as to your solvency, You shall place the nxtedition Products at the disposal of nxtedition, and nxtedition (or its designee) shall be entitled and specifically authorized by You to enter upon any of Your premises for the purpose of removing such nxtedition Products from the premises. Upon nxtedition’s repossession of the nxtedition Products, You agrees that all right and title of such nxtedition Products shall immediately be transferred to nxtedition. You shall be responsible for any damage to nxtedition Products that occurs after delivery, however, caused.
5.3. All references to the sale of nxtedition Products shall be construed to mean the sale of the physical units thereof. All intellectual property rights in any nxtedition Products remain the sole and exclusive property of nxtedition. For the avoidance of doubt, all software is licensed, not sold.
5.4 You shall comply with all applicable export, import, or other relevant laws of any applicable jurisdiction. You are strictly prohibited from exporting, re-exporting or importing the nxtedition Products, regardless of method (including, for example and not by limitation by use of physical delivery, e-mail, or download from FTP or website, etc.), without first complying with all applicable government export laws, rules, regulations, orders, and obtaining any necessary approvals or permits.
6. SUPPORT AND MAINTENANCE
6.1. If You have purchased Support and Maintenance services for nxtedition Products then Nxtedition undertakes to provide these services upon the terms of service set forth in the nxtedition Service Level Agreement (SLA).
7. WARRANTY; DISCLAIMERS
7.1. All Nxtedition Products are provided “As-Is”. Except as otherwise expressly set out herein, to the maximum extent permitted by law, nxtedition and its licensors disclaim all warranties of any kind, whether express, implied or statutory, including without limitation regarding merchantability, fitness for a particular purpose and non-infringement. Except as expressly provided herein, neither nxtedition nor its licensors warrants that the nxtedition Products will meet You’s requirements, that any nxtedition Software will be error-free or operate in an uninterrupted or continuous manner, or that any defects in the nxtedition Products will be corrected. nxtedition is not obligated to provide any updates, modifications or enhancements to the nxtedition Software unless otherwise agreed in writing.
7.2. You acknowledge, understand and agree that where nxtedition is not the original manufacturer of any nxtedition Product, nxtedition shall pass through to You warranties of the original manufacturer, to the extent it is permitted and authorized to do so.
8. LIMITATION OF LIABILITY
8.1. To the maximum extent permitted by applicable law, nxtedition shall not have liability whatsoever for any special, consequential, incidental, indirect or exemplary damages of any kind, including, but not limited to loss of profits or revenues, loss of use of nxtedition’s products or any associated equipment, cost of capital, cost of, and procurement costs for, substitute goods, facilities, or services; downtime costs, or claims of any third party
8.2. To the maximum extent permitted by applicable law, nxteditions liability hereunder, for breach of, or arising out of these terms of service and/or sale, installation of nxtedition products, provision of services, or otherwise, shall be limited to the refund of the purchase price for nxtedition products purchased and/or license fee corresponding to a maximum of 12 month license fee current at the time of the breach.
9. CONFIDENTIALITY
You will hold in confidence all information that is designated as confidential by nxtedition and its licensors and suppliers, or should reasonably be considered to be of confidential or proprietary nature, relating to nxtedition Products sold hereunder (“Confidential Information”), and You shall use at least the degree of care that You uses for its own confidential information, but no less than reasonable care, in guarding Confidential Information from unauthorized disclosure. You may not disclose Confidential Information except to those of its employees who have a need to know the Confidential Information and who are subject to written confidentiality obligations no less restrictive than those set forth herein. Information shall not be considered to be confidential if it is in or enters the public domain through no act of You.
The obligations of this Article shall survive any termination or expiration of these terms of service.
10. NXTEDITION SOFTWARE
10.1. Subject to the terms of service set out herein, You are granted a limited, non-exclusive, non-transferable, non-sublicensable, license to use nxtedition Software in the format provided by Nxtedition (whether executable code format or source code format) solely for the purpose and during the term (“Term”) specified in the applicable Quotation. nxtedition Software may only be used for Your internal business use and not in the operation of a service bureau or for the benefit of any other person or entity.
10.2 If Your right to use nxtedition Software is limited to specific events as specified in the Quotation (“Events”), then without nxtedition’s explicit prior written consent to be given or refused at its sole discretion, Your right to use nxtedition Software shall be limited to the extent required for the production of Events that You intend to broadcast (via any means or manner, including without limitation, live or delayed; full or in part; by free, pay, pay per view, video on demand; digital or analogue; terrestrial, satellite or cable television; HD or SD; 2D or 3D) on its own channels or as otherwise stated in the Quotation. You shall not authorize any third party uses of any of the material produced by You with nxtedition Software, other than its employees, agents, or sub-contractors, however, You shall not be held liable for any unauthorized uses by third parties or any use of the material not made at the direction of You.
10.3 If Your right to use nxtedition Software is limited to specific territories as specified in the Quotation (“Territory”), then while the license for the usage of nxtedition Software by You is restricted to the Territory, the clips originally produced based on nxtedition Software and included in Your telecasts may be used anywhere in the world, in any manner or media, now known or hereafter devised.
10.4 You shall not copy, adapt or modify the nxtedition Software, develop or distribute any Nxtedition Software or any other works derivative thereof, or use any variation of the nxtedition Software. You shall not, and shall not permit any third party to, disassemble, reverse engineer, attempt to find the underlying code of, or decompile any nxtedition Software or any part thereof, or cause any nxtedition Software to be subject to the terms of any open-source software license. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, You shall inform nxtedition in writing in each instance prior to engaging in such activity. You shall retain and shall not alter or obscure any notices, markings or other insignia affixed to the nxtedition Software, related documentation or any part thereof.
10.5. Title to and ownership of and all proprietary rights, including all intellectual property rights, in and to nxtedition Software, all modifications thereto and derivative works thereof, and related documentation and all partial or complete copies thereof shall at all times remain with nxtedition. As between the parties, You hereby acknowledge that nxtedition is the sole owner of all right, title, and interest to all nxtedition Software, all modifications thereto and derivative works thereof, and related documentation, and any intellectual property rights therein. Any feedback You provide regarding nxtedition Software shall be and is hereby assigned to nxtedition. nxtedition shall have the right to use any such feedback in any manner in current or future products or services, without further compensation or obligations to You.
10.6. In addition to any other termination provisions set forth herein, nxtedition may terminate all licenses set forth herein if You shall contest or oppose any intellectual property rights associated with the nxtedition Software (including without limitation all modifications thereto and derivative works thereof) or if You shall advise or consult with any party engaging in any such content. Upon any termination hereof, You shall cease using the nxtedition Software, all modifications thereto and derivative works thereof, and related documentation and shall promptly return all copies thereof to nxtedition. You shall delete all copies of such material in its possession and shall, within 5 days of termination, certify to the forgoing. nxtedition reserves the right to discontinue the operational functionality of any nxtedition Software without notice to You where You have failed to pay the full price as required.
10.7. nxtedition software offers integrations with various third-party software and services. By using these third-party services you are also agreeing to their terms and conditions:
10.7.1 By using the YouTube integration provided by nxtedition, you are agreeing to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms).
11. CREDIT
nxtedition shall be entitled to:
– Mention You as a client of nxtedition including details of the products/services purchased.
The provisions of this Article shall survive any termination or expiration of these terms of service.
12. GOVERNING LAW AND JURISDICTION
Where You are legally resident in a member state of the European Union, these terms of service shall be governed by and construed in accordance with the laws of Sweden.
13. TERMINATION
13.1 nxtedition may terminate these terms of service upon written notice if You materially breaches any obligation hereunder and You fail to remedy such breach within 30 days after receiving notice thereof from nxtedition. If such default is remedied to nxtedition’s satisfaction during such 30 day notice period and a second default occurs within one (1) year of the original default, the second default shall be deemed not to be curable and nxtedition may terminate these terms of service upon written notice to You.
13.2 To the maximum extent permitted by applicable law, nxtedition may terminate these terms of service if (i) a receiver is appointed for You or your property; (ii) You becomes insolvent or unable to pay your debts as they mature or makes an assignment for the benefit of its creditors; (iii) any voluntary proceedings are commenced by or for You under any bankruptcy, insolvency or debtor relief law; (iv) any proceedings are commenced against You under any bankruptcy, insolvency or debtor relief law and not dismissed with 30 days, or (v) You are liquidated or dissolved.
14. GENERAL
14.1 Nxtedition shall not be liable for delays or non-fulfilment of its, or its suppliers, obligations under these terms of service or other losses arising hereunder due directly or indirectly to causes beyond nxtedition’s or its suppliers’ reasonable control, including, but not limited to, acts of God, acts (including failure to act) of any governmental authority (whether de jure or de facto), official export restrictions, port congestion, wars, insurrection, accidents, disease, fires, floods, labour disputes of any nature, prohibition of foreign exchange transfer, supplier delay or other causes. In the event of any delay or failure excused by this Article, nxtedition shall as soon as reasonably practical notify You of the delay, and shall as soon as reasonably practically thereafter specify the revised delivery date. In the event of any such delay, the time of delivery or performance shall be extended for a period equal to the time lost by nxtedition by reason of the delay.
15. CHANGES TO THESE TERMS OF SERVICE
15.1 These terms of service can be changed or amended by notice in writing, executed by nxtedition at our sole discretion. If a revision is material, We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms.
16. CONTACT
16.1 If you have any questions about these Terms of Service, You can contact us by email: roger@nxtedition.com