Customer Terms of Service
These Terms of Service govern the use of ReelFlow's products and services by our customers who subscribe to our subscription plans. By completing the checkout process and accepting these Terms of Service, you acknowledge and agree to be bound by these Terms & Conditions, which outline your rights, responsibilities, and obligations.
This Agreement shall be effective as of the date you complete your subscription purchase ("Effective Date"), and is entered into between ReelFlow Limited of Suite 2A, Blackthorn House, St Pauls Square, Birmingham, B3 1RL, United Kingdom (Company Number 15612956) ("ReelFlow") and you as the subscribing customer ("Customer").
Important Notice: Please read these terms and conditions carefully. This Agreement constitutes a legal contract between ReelFlow (who has agreed to provide) and the Customer (who has agreed to take and pay for) the Services (as defined in this Agreement) subject to the terms of this Agreement.
The Customer's attention is drawn in particular to clause 13, which contains important limitations on liability of ReelFlow, and clause 14.1, which provides for this Agreement to continue on the billing cycle selected during the Checkout Process until cancelled by either party with at least 30 days prior notice.
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Checkout Process: the online subscription process through which the Customer selects a subscription plan, provides payment information, and agrees to these Terms of Service.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.6.
Customer Data: the data inputted by the Customer and Authorised Users into the Dashboard for the purpose of using the Services.
Customer Materials: any branding, text, or other content provided by or on behalf of Customer to ReelFlow, whether or not by means of the Services, for use in connection with the Software.
Dashboard: A cloud-based dashboard for authorised users to manage their Workspace, setup and configure flows to be published via the ReelFlow Player, as well as view performance analytics (via http://app.ReelFlow.com).
Documentation: the document made available to the Customer by ReelFlow online via http://help.reelflow.com or such other web address notified by ReelFlow to the Customer, from time to time, which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date you complete your subscription purchase.
Flow: a single interactive video experience playable via the ReelFlow player on a single URL on the Customer's website.
GDPR: the General Data Protection Regulation (EU) 2016/679.
Subscription: the monthly or annual subscription plan selected during checkout, including the permitted usage allocation for the Services.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Services: the services provided by ReelFlow to the Customer under this agreement, being ReelFlow's Software-as-a-Service (SaaS) platform for the creation of interactive, short-form video experiences which are published via the ReelFlow video player on Customer's website.
Software: the online software applications used by ReelFlow to provide the Dashboard.
Subscription: an allocation of permitted usage of the Services as specified in your selected subscription plan during the Checkout Process. This may be specified in terms of any one or more of the following: ReelFlow Workspace, Flows, Videos and Storage.
Subscription Fees: the subscription fees payable by the Customer to ReelFlow for the selected subscription plan.
Subscription Plan: the subscription plan (monthly or annual) selected by the Customer during the Checkout Process, including the permitted usage allocation and billing frequency for the Services.
Third Party Provider: a third party in respect of whose services your Subscription Plan states that the Services will be capable of being integrated by the Customer.
Virus: any thing or device (including any software, code, file or programme) which is designed to: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Workspace: A single instance of the ReelFlow Dashboard for the Customer's use.
1.2 Clause headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.6 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.7 A reference to writing or written includes e-mail.
2. Subscription Grant
2.1 Subject to the Customer's payment of the Subscription Fees in accordance with clause 9, the restrictions set out in this clause 2 and clause 7 and the other terms and conditions of this agreement, ReelFlow hereby grants to the Customer a non-exclusive, non-transferable right, to permit the Authorised Users to use the Services and the Documentation during the term of this agreement solely for the Customer's internal business operations, solely to the extent of the selected Subscription Plan.
3. Additional Services
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during the term of this agreement, request additional services or upgrade their Subscription Plan.
3.2 If the Customer wishes to upgrade their Subscription Plan or purchase additional services, the Customer shall notify ReelFlow by means of the Dashboard or via email to help@reelflow.com. ReelFlow shall evaluate such request and respond to the Customer with approval or rejection of the request.
3.3 If ReelFlow approves the Customer's request for additional services or upgrades, the Customer shall pay the relevant fees as quoted by ReelFlow. Such fees shall be charged on a pro-rated basis from the date of activation for the remainder of the current billing period, and the full amount will apply from the next billing period.
4. Services
4.1 ReelFlow shall, during the term of this agreement, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
4.2 ReelFlow shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
4.2.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
4.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that ReelFlow has used reasonable endeavours to give the Customer notice in advance.
4.3 Support Services will be provided during office hours, which are Monday to Friday, 0800 until 1800, UK local time (GMT). This is local office time zone and excludes public bank holidays. Support is primarily carried out via email and incidents can be raised by emailing support@reelflow.com. This email inbox is monitored during the above business hours. The Customer shall report incidents by e-mail and ReelFlow will log and provide a unique incident reference number. The support services shall be provided as set out at http://help.reelflow.com/ from time to time. ReelFlow may amend the support services in its sole and absolute discretion from time to time.
4.4 If additional services are required for the proper use and operation of the Services or if training or consulting services are requested, ReelFlow shall provide such services on a time and materials ("T&M") basis at ReelFlow's then-current standard rates. Any such additional services will be subject to separate agreement and payment terms.
5. Customer Data
5.1 As between ReelFlow and Customer, Customer retains ownership of all rights, title and interest in and to all Customer Data. Customer Data is deemed the Confidential Information of Customer under this Agreement. For the duration of the term of this agreement, Customer grants ReelFlow a non-exclusive, royalty-free licence to use Customer Data solely to (i) provide the Services to Customer, (ii) make improvements to the Services for Customer's use. ReelFlow shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, (except those third parties sub-contracted by ReelFlow to perform services related to Customer Data) except to the extent caused by ReelFlow's negligence or wilful misconduct.
5.2 ReelFlow may aggregate the metadata and usage data of Customer collected or otherwise made available through the Services so that the results are non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"). For the avoidance of doubt, all data retained as Aggregated Anonymous Data is in line with the GDPR's understanding of anonymised data. The Aggregated Anonymous Data will be deemed ReelFlow's Data, and Customer acknowledges that ReelFlow may use the Aggregated Anonymous Data, both during and after the term of this agreement, (i) for its own internal, statistical analysis, (ii) to develop and improve the Services, and (iii) to create and distribute reports and other materials regarding use of the Services. For purposes of clarity, nothing in this Clause gives ReelFlow the right (or ability) to identify Customer as the source of any Aggregated Anonymous Data.
5.3 ReelFlow shall at all times comply with all reasonable requests of Customer to confirm its compliance with its obligations under this clause 5.
6. ReelFlow's Obligations
6.1 ReelFlow warrants that during the term of this agreement, the Services will, when properly used, perform substantially in accordance with the functions described in the Documentation and the Documentation correctly describes the operation of the Services in all material respects.
6.2 The warranty at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to ReelFlow's instructions, or modification or alteration of the Services by any party other than ReelFlow or ReelFlow's duly authorised contractors or agents. If the Services do not conform with the foregoing warranty, ReelFlow will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the warranty set out in clause 6.1. Notwithstanding the foregoing, ReelFlow:
6.2.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
6.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from device failure, or the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such devices or communications facilities.
6.3 ReelFlow represents, warrants and covenants that prior to delivering the Software to Customer, ReelFlow will test the Software in efforts to detect, and if so detected, to eliminate, any Virus.
6.4 The Customer acknowledges that the Services have not been developed to meet its individual requirements and that it is therefore the Customer's responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet the Customer's requirements.
6.5 The Customer acknowledges that the Software may not be free of bugs or errors and agrees that the existence of any minor errors shall not constitute a breach of this Agreement.
6.6 This agreement shall not prevent ReelFlow from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7. Customer's Obligations
7.1 In relation to the Users granted access to the Services by Customer ('the User(s)'), the Customer undertakes that:
7.1.1 it shall be responsible for any act or omission of the Users in respect of the Services;
7.1.2 the maximum number of Workspaces and/or Flows that it authorises for access and use of the Services shall not exceed any maximum number of Workspaces and/or Flows in the Subscription Plan;
7.1.3 each User shall keep a secure password for his use of the Dashboard and that each User shall keep his password and/or passcode confidential.
7.2 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify ReelFlow.
7.3 The Customer shall not use the Services for the benefit of any third party.
7.4 The Customer shall:
7.4.1 provide ReelFlow with: (a) all necessary co-operation in relation to this agreement; and (b) all necessary access to such information as may be required by ReelFlow; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
7.4.2 comply with all applicable laws and regulations with respect to its activities under this agreement;
7.4.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, ReelFlow may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.4.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
7.4.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for ReelFlow, its contractors and agents to perform their obligations under this agreement, including without limitation the Services, and
7.4.6 ensure that its network and systems comply with the relevant specifications provided by ReelFlow from time to time.
7.5 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
7.5.1 can be used to identify an individual person under 16 years of age;
7.5.2 relates to an individual's health, medical condition or genetic or biometric properties;
7.5.3 is in a "special category of personal data" as defined in Article 9 of the GDPR;
7.5.4 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
7.5.5 facilitates illegal activity;
7.5.6 depicts sexually explicit images;
7.5.7 promotes unlawful violence;
7.5.8 infringes any copyright, trade mark, database right or other intellectual property rights;
7.5.9 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
7.5.10 is otherwise illegal or causes damage or injury to any person or property;
and ReelFlow reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
7.6 The Customer shall not at any time:
7.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
7.6.2 access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation;
7.6.3 use the Services to provide services to third parties;
7.6.4 use Services for the collection of any information that is confidential to any third party (including user passwords or passcodes), or any financial account information (including details of any credit or payment card, bank account or PayPal account);
7.6.5 use the Services for any purpose or in any manner not permitted by applicable law; or
7.6.6 subject to clause 16.10, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users for the benefit of the Customer.
7.7 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under clause 2.
8. Temporary Suspension
8.1 In the event of any breach by the Customer of any of the terms of this Agreement, in addition to any other remedies available to it, ReelFlow will have the right to immediately suspend any Services if deemed reasonably necessary by ReelFlow to prevent any harm to ReelFlow and its business.
8.2 The Customer acknowledges that access to the Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair. ReelFlow will use all reasonable endeavours to provide advance notice of any such suspension and keep the period of any such suspension to a minimum.
9. Charges and Payment
9.1 The Customer shall pay the Subscription Fees to ReelFlow for the selected Subscription Plan in accordance with this clause 9.
9.2 By completing the Checkout Process, the Customer authorises ReelFlow to charge the Customer's payment method for the Subscription Fees on a recurring basis according to the billing frequency selected during the Checkout Process. For monthly subscriptions, the first payment will be charged immediately upon completion of the Checkout Process, and subsequent payments will be charged monthly on the same calendar day. For annual subscriptions, the first payment will be charged immediately upon completion of the Checkout Process, and subsequent payments will be charged annually on the same calendar day.
9.3 If ReelFlow is unable to process payment on the scheduled billing date for any reason, ReelFlow may attempt to process payment again within the following 7 days. If payment cannot be processed after multiple attempts, ReelFlow may suspend or terminate the Customer's access to the Services.
9.4 All amounts and fees stated or referred to in this agreement:
9.4.1 shall be payable in pounds sterling;
9.4.2 are exclusive of value added tax, which shall be added to ReelFlow's charges at the appropriate rate.
9.5 ReelFlow shall be entitled to increase the Subscription Fees upon not less than 30 days' prior notice to the Customer.
9.6 The Customer acknowledges that the obligation of the payment of the Subscription Fees is not conditional upon the delivery of any future functionality or features, or dependent on any oral or written public comments made by ReelFlow regarding future functionality or features.
10. Proprietary Rights
10.1 The Customer acknowledges and agrees that ReelFlow and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 The Customer acknowledges that it shall have no right to access the Software in source code form or in unlocked coding or with comments.
10.3 The integrity of the Software may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, of ReelFlow are not misappropriated. The Customer shall not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in its possession for private or commercial purposes, any means whose sole or main intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
10.4 The Customer grants to ReelFlow a worldwide, perpetual, irrevocable, royalty-free licence (with the right to sub-licence) to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or any Authorised User relating to the operation of the Services or any potential improvement or enhancement of them.
11. Confidentiality and Publicity
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall not disclose the other's Confidential Information to any third party, or use the other's Confidential Information, for any purpose other than the purposes of this agreement.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 Neither party shall be responsible for any loss, destruction, alteration, unauthorised access or disclosure of Confidential Information caused by any third party.
11.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, are included in ReelFlow's Confidential Information. ReelFlow acknowledges that the Customer Data is included in the Customer's Confidential Information.
11.7 Subject to clauses 11.9 and 11.10 below, no party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.8 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
11.9 The Customer expressly grants to ReelFlow, a royalty-free, sub-licensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce and publish the Customer's name, logo or any other identifying words, logos or marks used by and/or associated with the Customer to identify the Customer ("Customer Marks") for use in providing the Services and for the purpose of identifying the Customer as ReelFlow's customer on ReelFlow's website and its sales and marketing materials. Any further use of the Customer Marks by ReelFlow shall be subject to the Customer's prior consent. ReelFlow acknowledges that all goodwill generated through ReelFlow's use of any of the Customer Marks will accrue to the Customer's benefit and ReelFlow hereby assigns and will assign to the Customer any and all goodwill generated through ReelFlow's use of any of the Customer Marks, without payment or other consideration of any kind to ReelFlow.
11.10 Without prejudice to clause 11.9, except to the extent that they constitute Confidential Information of the Customer, the Customer hereby authorises ReelFlow to include details of ReelFlow's relationship with the Customer in any training, marketing or promotional material produced by it or on its behalf in relation to ReelFlow or the Services.
12. Indemnity and Defence Obligations
12.1 The Customer shall defend, indemnify and hold harmless ReelFlow against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, or ReelFlow's use of Customer Data or Customer Materials in accordance with this Agreement, provided that:
12.1.1 the Customer is given prompt notice of any such claim;
12.1.2 ReelFlow provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
12.1.3 the Customer is given sole authority to defend or settle the claim.
12.2 ReelFlow is not aware and has not received any notice of any potential or threatened claim of infringement of third-party patents and confirms that to the best of its knowledge, use of the Services in accordance with this agreement does not infringe the intellectual property rights of any third party. ReelFlow shall defend the Customer against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
12.2.1 ReelFlow is given prompt notice of any such claim;
12.2.2 the Customer provides reasonable co-operation to ReelFlow in the defence and settlement of such claim, at ReelFlow's expense; and
12.2.3 ReelFlow is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, ReelFlow may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably commercially, technically and operationally available, terminate this agreement on immediate notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer, except for a refund pro rata to the then-unexpired portion of the current billing period.
12.4 In no event shall ReelFlow, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
12.4.1 a modification of the Services or Documentation by anyone other than ReelFlow; or
12.4.2 the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by ReelFlow; or
12.4.3 the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from ReelFlow or any appropriate authority; or
12.4.4 the Customer's failure to activate any update or upgrade made available by ReelFlow;
12.4.5 the Customer's use of the Services in combination with software or other technology or services not supplied by ReelFlow (including any Third Party Provider), or
12.4.6 use of the Software contrary to this Agreement or the Documentation.
12.5 The foregoing and clause 13.3(b) state the Customer's sole and exclusive rights and remedies, and ReelFlow's (including ReelFlow's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13. Limitation of Liability
13.1 Except as expressly and specifically provided in this agreement:
13.1.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for acts or omissions derived from such use. ReelFlow shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to ReelFlow by the Customer in connection with the Services, or any actions taken by ReelFlow at the Customer's direction;
13.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
13.1.3 the Services and the Documentation are provided to the Customer on an "as is" basis.
13.2 Nothing in this agreement excludes the liability of ReelFlow:
13.2.1 for death or personal injury caused by ReelFlow's negligence; or
13.2.2 for fraud or fraudulent misrepresentation.
13.3 Subject to clause 13.1 and clause 13.2:
13.3.1 ReelFlow shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any: (a) loss of profits, loss of business, depletion of goodwill and/or similar losses; or (b) loss or corruption of data or information, or (c) pure economic loss, or (d) for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
13.3.2 ReelFlow's maximum total aggregate liability in contract (including in respect of the intellectual property infringement defence obligation in clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid during the preceding 12 months.
14. Term and Termination
14.1 This agreement shall commence on the Effective Date and shall continue according to the billing frequency selected during the Checkout Process (monthly or annually) until terminated in accordance with this clause 14. The Customer may cancel this agreement at any time by giving written notice to ReelFlow by emailing help@reelflow.com. Upon receipt of such notice, the Customer's subscription will be cancelled and no further payments will be charged, however the Customer's access to the Services will continue until the end of the current billing period for which payment has already been made. ReelFlow may terminate this agreement by giving at least 30 days' written notice to the Customer.
14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if a voluntary arrangement is approved, or an administration order is made, or receiver or administrative receiver is appointed over any of the other party's assets or undertaking or resolution or petition to wind up the other party is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order (or any process analogous to any specified in this clause 14.2 is applied to that party under any jurisdiction other than England or Wales).
14.3 ReelFlow may terminate this agreement immediately upon written notice if:
14.3.1 the Customer fails to pay any amount due under this agreement and such failure continues for 30 days after written notice; or
14.3.2 the Customer breaches any material term of this agreement and fails to remedy such breach within 30 days of written notice.
14.4 On termination of this agreement for any reason:
14.4.1 all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation (subject to the right to request deliveries of back-ups under sub-clause (d) below);
14.4.2 the Customer must immediately pay to ReelFlow any sums due to ReelFlow under this Agreement;
14.4.3 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
14.4.4 ReelFlow may destroy or otherwise dispose of any of the Customer Data in its possession unless ReelFlow receives, no later than 90 days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. ReelFlow shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by ReelFlow in returning or disposing of Customer Data; and
14.4.5 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. Force Majeure
15.1 ReelFlow shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ReelFlow or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16. Other Important Terms
16.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.2 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.3 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.4 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.5 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
16.6 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
16.7 Nothing in this clause shall limit or exclude any liability for fraud.
16.8 The Customer shall not, without the prior written consent of ReelFlow, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16.9 ReelFlow may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16.10 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.11 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.12 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Contact Information
For questions about these Terms of Service or to provide notice of termination, please contact us at:
Email: help@reelflow.com
Address: ReelFlow Limited, Suite 2A, Blackthorn House, St Pauls Square, Birmingham, B3 1RL, United Kingdom
Effective Date: These Terms of Service are effective as of the date you complete your subscription purchase.
