Terms of Use: Business Accounts

PLEASE READ CAREFULLY BEFORE DOWNLOADING STITCHT.

 

These terms and conditions (“Terms of Use”) are a legal agreement between you and Stitcht Limited of Jubilee House, East Beach, Lytham St. Annes, Lancashire, England, FY8 5FT (“Stitcht Ltd”, “us”, “we” or “our”) for use of our mobile application software ‘Stitcht’, our website at www.stitcht.io, and any associated services made available to you (“Stitcht”).

Your use of Stitcht is subject to these Terms of Use and may also be subject to any rules or policies applied by any app store provider or operator from whose site (“App Store”) you downloaded Stitcht (“App Store Rules”). It is your responsibility to ensure that you are familiar with any applicable App Store Rules.

If you are provided with a password, user identification code or any other piece of information as part of our security procedures, you must treat such information as confidential and not disclose it to any third party.

 

IMPORTANT NOTICE:

  • BY DOWNLOADING STITCHT FROM THIS WEBSITE OR APP STORE [OR CREATING AN ACCOUNT IN THE APP] YOU AGREE TO THESE TERMS OF USE WHICH WILL BIND YOU. THESE TERMS OF USE INCLUDE, IN PARTICULAR, THE TERMS OF OUR PRIVACY POLICY AND COOKIE POLICY DEFINED IN CLAUSE 1.5 AND LIMITATIONS ON LIABILITY IN CLAUSE 9.

  • IF YOU DO NOT AGREE TO THESE TERMS OF USE, WE WILL NOT LICENSE STITCHT TO YOU AND YOU MUST STOP THE DOWNLOADING PROCESS NOW.

You should print a copy of these terms for future reference.

Agreed terms
1. Acknowledgements

1.1 These Terms of Use apply to Stitcht, including any updates or supplements to Stitcht, unless they come with separate terms, in which case those terms apply.

1.2 We may amend these Terms of Use at any time by updating this page, by notifying you by email, or by notifying you of any changes when you next start Stitcht. The new terms and conditions may be displayed on-screen and you may be required to read and accept them to continue your use of Stitcht.

1.3 From time to time, updates to Stitcht may be issued through the App Store. Depending on the update, you may not be able to use Stitcht until you have downloaded the latest version of Stitcht and accepted any new terms.

1.4 You are required to obtain any permissions necessary from the owners of mobile telephone or handheld devices (“Devices”) controlled and/or owned by your employees or consultants (“Users”) (where the Devices are not owned by you) onto which a copy of Stitcht will be downloaded. You acknowledge that you and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with these Terms of Use for the use of Stitcht on or in relation to any Device, whether or not it is owned by you.

1.5 The terms of our privacy policy from time to time, available at https://stitcht.io/privacy (“Privacy Policy”), and the terms of our cookie policy from time to time, available at https://stitcht.io/cookies (“Cookie Policy”) are incorporated into these Terms of Use by reference. Additionally, by using Stitcht, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using Stitcht may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.6 Use of Stitcht is at your own risk. Stitcht is provided on an “as is” basis. Stitcht Ltd does not warrant or guarantee that Stitcht and all or part of its contents will be always available or that its use will not be interrupted.  You acknowledge that Stitcht may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of these terms and conditions.

 

1.7 The content on Stitcht is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on Stitcht.

 

1.8 Stitcht may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

 

1.9 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the words preceding those terms.

2. Grant and scope of licence to use Stitcht

2.1 In consideration of your agreement to abide by these Terms of Use we grant you a non-transferable, non-exclusive licence to use Stitcht on the Devices (“Subscription”), subject to these terms, the Privacy Policy and Cookie Policy, and the App Store Rules, all of which are incorporated into these Terms of Use by reference. We reserve all other rights.

 

2.2 Once you have registered for an account to use Stitcht and selected your Subscription model based on the permitted number of Users and/or permitted number of videos you produce using Stitcht (“Subscription Model”), you may download a copy of Stitcht onto User’s Devices and view, use and display Stitcht on the Devices for the sole purpose of you or your Users creating promotional video content.

3. Licence restrictions

Except as expressly set out in these Terms of Use or as permitted by any local law, you agree:

(a) to grant user access to only the number of Users permitted under your Subscription Model;

(b) not to copy Stitcht except where such copying is incidental to normal use of Stitcht, or where it is necessary for the purpose of back-up or operational security;

 

(c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify Stitcht;

 

(d) not to make alterations to, or modifications of, the whole or any part of Stitcht, or permit Stitcht or any part of it to be combined with, or become incorporated in, any other programs;

 

(e) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Stitcht or attempt to do any such thing;

 

(f) to include our copyright notice on all entire and partial copies you make of Stitcht on any medium;

 

(g) not to provide or otherwise make available Stitcht in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

 

(h) to comply with all technology control or export laws and regulations that apply to the technology used or supported by Stitcht or any service accessible using Stitcht (“Technology”),

 

(together the “Licence Restrictions”).

4. Acceptable use restrictions

4.1 You warrant that you will not:

 

(a) use Stitcht in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into Stitcht or any operating system;

 

(b )infringe our or any third party’s intellectual property rights or rights of privacy in relation to your use of Stitcht, including the submission of any materials, photographic, video or other content you upload to or modify using Stitcht (“Content”);

 

(c) transmit any Content that is sexually explicit, defamatory, discriminatory, offensive, or which promotes violence or illegal activity, or which is otherwise objectionable;

 

(d) use Stitcht in any way that implies that Content you upload to or create using Stitcht emanates from us where this is not the case;

 

(e) use Stitcht in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

 

(f) collect or harvest any information or data from Stitcht or our systems or attempt to decipher any transmissions to or from the servers running Stitcht or any other service.

(together the “Acceptable Use Restrictions”).

4.2 You shall indemnify Stitcht Ltd and hold us harmless against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Stitcht Ltd arising out of or in connection with your breach of clause 4.1.

5. Intellectual property rights

 

5.1 You acknowledge that:

 

(a) all intellectual property rights in and to Stitcht and the Technology anywhere in the world belong exclusively to us or our licensors;

 

(b) rights in Stitcht are licensed (not sold) to you;

 

(c) you have no rights in, or to, Stitcht or the Technology, other than the right to use each of them in accordance with these Terms of Use; and

 

(d) you have no right to have access to Stitcht in source-code form.

 

5.2 All intellectual property rights in the Content shall be owned exclusively by you or your licensors, but you grant to us a non-exclusive, worldwide, royalty-free licence to use your Content to enable us to provide you with the services available through Stitcht.

 

5.3 You acknowledge that, if we are notified by a third party that the Content infringes any third party intellectual property, privacy or other right, we have the right to disclose your identity to them and shall, in our sole discretion, remove any Content if it does not comply with the standards set out in the Acceptable Use Restrictions. We also reserve the right to terminate User accounts and/or your Subscription in the event of any alleged or actual infringement of any third party rights.

 

6. Confidentiality

6.1 Each party (“Receiving Party”) shall keep in strict confidence any technical or commercial information of the other party, or any other information concerning a party’s business, products or services (“Confidential Information”) which are disclosed to it by the other party (“Disclosing Party”), its employees, agents or subcontractors.

6.2 The Receiving Party shall only disclose such Confidential Information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under these Terms of Use, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in these Terms of Use as if they were a party to these Terms of Use. The Receiving Party may also disclose such Confidential Information as required by law, or by any governmental or regulatory authority, or by a court of competent jurisdiction.

 

7. Data Protection

The following definitions shall apply to this clause 7:

Data Controller” has the meaning given in the Privacy Laws;

Data Processor” has the meaning given in the Privacy Laws;

Data Subjects” has the meaning given in the Privacy Laws.

Personal Data” has the meaning given in the Privacy Laws;

Privacy Laws” means (i) until 24 May 2018 (inclusive), European Directive 95/46/EC and the Data Protection Act 1998 or any other applicable local implementation of the Directive and (ii) from and including 25 May 2018, the Regulation (EU) 2016/679 (General Data Protection Regulation) and/or any applicable local implementation.

7.1 You acknowledge that you (as Data Controller) and Stitcht Ltd (as Data Processor) shall comply with each of our obligations under the Privacy Laws in relation to any Personal Data made available by you which we process as a result of your use of Stitcht.

7.2 As Data Processor, we shall:

(a)  not access or use the Personal Data except as necessary in order to fulfil our obligations under these Terms of Use, and shall only process such Personal Data in accordance with these Terms of Use and only in accordance with your instructions;

 

(b) implement appropriate technical and organisational measures to protect any Personal Data against unauthorised or unlawful processing and accidental loss, disclosure, access or damage, which shall be confirmed in writing to you;

 

(c) comply with our Privacy Policy;

 

(d) cooperate and provide reasonable assistance to you in connection with your compliance with Privacy Laws insofar as it relates to your use of Stitcht. This may include assistance with: (i) responding to requests from individuals or authorities, (ii) notifying data breaches to affected individuals or authorities; and (iii) carrying out data protection impact assessments;

 

(e) delete or return to you all such Personal Data upon your request or on termination or expiry of these Terms of Use, unless otherwise required under applicable laws;

 

(f) ensure that persons authorised to access such Personal Data are subject to confidentiality obligations, whether by contract or statute;

 

(g) as soon as reasonably practicable, promptly notify you in writing of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, such Personal Data. The notice will specify (i) the categories and number of individuals concerned, (ii) the categories and number of records involved, (iii) the likely consequences of the breach and (iv) any steps taken to mitigate and address the breach;

 

(h) give you access during normal working hours to audit any relevant records and materials held by us which are necessary to demonstrate compliance with our obligations under the Privacy Laws;

 

(i) not transfer Personal Data to any country outside of the EEA (except for transfers to and from: (i) the United Kingdom; (ii) any country which has a valid adequacy decision from the European Commission; or (iii) any organisation which ensures an adequate level of protection in accordance with the Privacy Laws) without your prior written consent;

 

(j) not subcontract any processing of such Personal Data without the your prior written authorisation, provided that we are hereby authorised by you to use cloud service providers and hosting services, including, but not limited to, Google Firebase, which you acknowledge and accept are used by us to host Personal Data.

7.3 You shall ensure that you inform any Data Subjects whose Personal Data is disclosed to us and processed pursuant to these Terms of Use, that you may use and disclose their Personal Data to us in accordance with these Terms of Use, and that the relevant Data Subjects have, where necessary, consented to such processing and disclosure. You shall be responsible for ensuring the Personal Data provided by you to be processed by us pursuant to and in accordance with these Terms of Use is processed on lawful grounds.

7.4 You acknowledge that you shall be solely responsible for any automated decision making you make through use of Stitcht and you shall ensure you implement suitable measures to safeguard the Data Subjects’ rights and freedoms.  

7.5 You must promptly notify us in the event of any withdrawal of any relevant consent by any Data Subject whose Personal Data is processed pursuant to these Terms of Use, giving sufficient details of the withdrawal to enable us to comply with our obligations under the Privacy Laws.

7.6 Each party must immediately notify the other if it becomes aware of a complaint or allegation of breach of the Privacy Laws by any person or an investigation or enforcement action by a regulatory authority, in connection with your use of Stitcht.

8. Fees

 

8.1 Stitcht is currently provided free of charge, but we reserve the right to introduce Subscription fees and charge for in-app purchases or other features made available to you through Stitcht. You will be notified of any fees or charges in advance and given the option to decline such fees, although you may then be required to stop using Stitcht, or any of the features or services made available to you.

8.2 Where Subscription fees are introduced and you elect to continue to use Stitcht, you will be required to select a plan based on your preferred Subscription Model (“Subscription Plan”). Fees for Subscription Plans will vary depending on your level of use of Stitcht and your Subscription Model.

 

9. Limitation of liability

9.1 We make no representations, warranties or guarantees, whether express or implied, that the content on Stitcht is accurate, complete, or up-to-date.

9.2 You acknowledge that Stitcht has not been developed to meet your individual requirements, and use of Stitcht is at your own risk. Stitcht is provided on an “as is” basis. We do not warrant or guarantee that Stitcht and all or part of its content or services will be always available or that its use will not be interrupted. You acknowledge that Stitcht may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of these Terms of Use.

9.3 Except as provided for in these Terms of Use [or otherwise in your Subscription Model], you agree not to use Stitcht for any commercial, business or resale purposes, and you acknowledge that we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

9.4 Access to Stitcht is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of Stitcht without notice. We will not be liable to you if for any reason Stitcht is unavailable at any time or for any period. You acknowledge that any of the content on Stitcht may be out of date at any given time, and we are under no obligation to update it.

9.5 Nothing in these Terms of Use shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation; and

(c) any other liability that cannot be excluded or limited by English law.

9.6 To the extent permitted by law, and subject to clause 9.5, we exclude all conditions, warranties, representations or other terms which may apply to Stitcht or any content on it, whether express or implied.

9.7 We will not be liable for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with the use of, or inability to use, Stitcht, or use of or reliance on any content displayed on Stitcht.

9.8 We shall not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Stitcht or to your downloading of any content on it, or on any website linked to it.

9.9 We assume no responsibility for the content of any Third-Party Sites. Such links should not be interpreted as endorsement by us of those Third-Party Sites. We will not be liable for any loss or damage that may arise from your use of them.

9.10 Subject to clause 9.5, our maximum aggregate liability under or in connection with these Terms of Use whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £100.

10. Term and Termination

10.1 Your subscription to use Stitcht will continue on a 30 day rolling subscription basis, unless terminated by you giving 30 days’ written notice, or by us in accordance with clause 10.2.

10.2 We may terminate these Terms of Use and your access to Stitcht immediately by written notice to you:

(a) if you commit a material or persistent breach of these Terms of Use which you fail to remedy (if remediable) within 14 days after we have notified you in writing that we require you to do so; and

(b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

10.3 On termination for any reason:

(a) all rights granted to you under these Terms of Use shall cease and you must immediately cease all activities authorised by these Terms of Use;

 

(b) you must immediately delete or remove Stitcht from all Devices, and immediately destroy all copies of Stitcht then in your possession, custody or control and certify to us in writing that you have done so;

(c) you must pay to us any fees outstanding at the date of termination.

 

11. Communication between us

11.1 If you wish to contact us in writing, or if these Terms of Use require you to give us notice in writing, you can send this to us by e-mail to [support@stitcht.io]. We will confirm receipt by e-mail.

 

11.2 If we have to contact you or give you notice in writing, we will do so by the e-mail address you provide to us in your request for access to use Stitcht.

12. Other important terms

 

12.1 We may at any time assign, transfer, mortgage, charge, subcontract or declare a trust of or deal in any other manner with any or all of our rights and obligations under these Terms of Use without your prior written consent of the other party. 

12.2 You may not assign, transfer, mortgage, charge, subcontract or declare a trust of or deal in any other manner with any or all of your rights and obligations under these Terms of Use without our prior written consent.

12.3 These Terms of Use constitute the entire agreement between us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.4 If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms of Use.

12.5 No one other than a party to these Terms of Use, their successors and permitted assignees, shall have any right to enforce any of its terms.

12.6 No failure or delay by a party in exercising any right or remedy provided under these Terms of Use or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy.

12.7 Each of the conditions of these Terms of Use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

12.8 Please note that these Terms of Use, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.

Last Updated: May 2018

Version 1.0

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