General Terms and Conditions – Susledger
Susledger, with its registered office at Singel 542, 1017 AZ Amsterdam.
Registered with the Chamber of Commerce in Amsterdam under number 54837804
- ARTICLE 1 DEFINITIONS
- ARTICLE 2 APPLICABILITY
- ARTICLE 3 ACCESS TO THE APPLICATION
- ARTICLE 4 CONDITIONS OF USE
- ARTICLE 5A CONTENT PLACED BY THE OTHER PARTY ON SUSLEDGER’ APPLICATION
- ARTICLE 5B CONTENT RECEIVED BY THE OTHER PARTY/USER OR RESELLER WEBSITE(S) FROM SUSLEDGER’ APPLICATION
- ARTICLE 6 TERM OF THE CONTRACT
- ARTICLE 7 UNILATERAL-AMENDMENT CLAUSES
- ARTICLE 8 GUARANTEES
- ARTICLE 9 LIABILITY
- ARTICLE 10 PUBLICITY
- ARTICLE 11 APPLICABLE LAW AND CHOICE OF FORUM
Article 1. Definitions
In these general terms and conditions, the terms below are defined as follows:
- Account: a collection of data pertaining to a particular Other Party, whose content can be managed and published via the Susledger Application following the provision of the related login details.
- Application: the program owned by Susledger, consisting of one or more scripts that runs on a web server and that can be used to upload, store and publish videos online.
- Susledger: the private company with limited liability Susledger B.V., with its registered office at Singel 542, 1017 AZ Amsterdam, registered with the Chamber of Commerce under number 54837804.
- Content: digital information and data, including but not limited to videos, GIFs and 3D renderings uploaded by Users via Susledger’ application for the purpose of the Services provided by Susledger.
- Embed Code: proprietary code that is combined with a video player in order to enable the Other Party to add videos to Reseller Website(s)s.
- Other Party / User: every natural person or legal entity, including in any event the User, which makes use of the products or Services provided by Susledger and that has created an account on the Application owned by Susledger for this purpose. This can be both video only uploading users (supplier accounts) and reseller websites (retail accounts).
- Reseller website(s): eCommerce websites owned by third parties affiliated with Susledger, on which the Other Party’s videos are shown.
- Services: storage, management and publication of Content on reseller website(s), offered and provided by Susledger via its Application.
Article 2. Applicability
- The present terms and conditions are applicable to any and all use of the Application for the defined Services, unless this applicability is fully or partly expressly excluded in writing and/or unless expressly stipulated otherwise.
- Any terms and conditions applied by the Other Party are expressly rejected. Deviations from and additions to these terms and conditions are only applicable if and to the extent that they have expressly been accepted by Susledger in writing.
- Susledger reserves the right to change the present terms and conditions at any time. The most-recently filed version and/or the version as applicable at the time of conclusion of the agreement shall always apply.
Article 3. Access to the Application
- The User will receive a username and password from Susledger after the User has successfully completed the registration process. These login details enable the User to use the Application and the Services provided by Susledger.
- The use of the Application is personal, non-transferable and may only be used within the Other Party’s own organisation.
- All acts that are performed after logging in using the login details will be deemed to have been performed by the relevant Other Party. The Other Party shall take all reasonable security measures necessary to ensure that Users are limited to those persons who need access to the Application.
Article 4. Conditions of use
- Susledger has the right to terminate the agreement with the Other Party and to deny the Other Party further access to the Services, the Application and Susledger’ website if the Other Party fails to comply with the conditions set forth in 4.2.
- The Other Party is not allowed:
- to use the Application in such a manner that the rights of third parties are infringed;
- to use the Application to spread computer viruses or material that is libellous, slanderous, insulting, racist, discriminatory, obscene or threatening in nature;
- to use the Application to store or disseminate or cause the dissemination of content that infringes third-party rights, including in any event but not limited to copyrights, trademarks and portrait rights, or to act unlawfully towards right holders, for example by offering, storing or disseminating hyperlinks, torrents or similar information towards material that infringes their rights;
- to use the Application in such a manner that this results in a breach of the privacy of third parties, including in any event but not limited to the dissemination of the personal data of third parties;
- to make such use of the Application in a way that the Application is damaged, distorted, interrupted, stopped, overburdened or otherwise rendered less efficient as a result;
- to decompile, reverse engineer or disassemble the Application or part of the Application;
- to collect or gather the content or part of the content of the Application with or without the use of an automated system.
- Susledger makes every effort to keep its website and Services available 24 hours a day. However, Susledger will never be liable for any damage sustained by the Other Party if the website or its Services are not available 24 hours a day.
Article 5a. Content placed by the Other Party on Susledger’ Application
- The Other Party is responsible for content placed on Susledger’ Application by or on behalf of the Other Party and for the consequences of storing, placing or publishing such on Reseller websites. Susledger does not endorse this Content and/or the views, opinions or advice issued therein, and expressly disclaims all liability in connection with the Content placed by the Other Party.
- The Other Party declares and guarantees that the Other Party holds all required and necessary licences, rights and approvals concerning the Content placed on Susledger’ website by the Other Party and that the Other Party will continue to hold these for as long as this Content is offered on Susledger’ Application and, in turn, Reseller’s Websites. The Other Party will not upload Content to the Application where such Content is subject to third-party rights, including rights of ownership, unless the Other Party holds a licence or has obtained the written approval of the entitled party for this purpose.
- Susledger reserves the right, but it is not obliged, to decide whether the Content placed on the Application and Reseller’s Websites by the Other Party complies with the aforementioned content requirements and it has the right to remove the Content placed by the Other Party without prior notification and entirely at its own discretion.
- The Other Party indemnifies Susledger against all third-party claims with respect to the Content placed by the relevant Other Party on Susledger’ Application and Reseller’s Websites.
- The User grants Susledger an irrevocable, perpetual, worldwide right of use to store, host, encode, distribute and process the Content uploaded by the User to the extent such is necessary for the purpose of providing the Services.
Article 5b. Content received by Other Party/user or Reseller website(s) from the Susledger’ Application
- The Reseller is responsible for content received from Susledger’ Application by or on behalf of the Other Party and for the consequences of storing, placing or publishing such on the Reseller website(s). Susledger does not endorse this Content and/or the views, opinions or advice issued therein, and expressly disclaims all liability in connection with the Content received by the Reseller.
- The Reseller indemnifies Susledger against all third-party claims with respect to the Content received from the Susledger’ Application on Reseller’s Websites. Reseller has the right to remove (or Block) the Content received from the Susledger’ Application without prior notification and entirely at its own discretion and is always ultimately responsible for content on Reseller Website(s)..
Article 6. Term of the contract
- The agreement between Susledger and the Other Party is concluded for a term of twelve (12) months and will each time be renewed automatically for a term of twelve (12) months after expiry of a contract term, unless the agreement is terminated in due time while observing the applicable notice period of three (3) months and unless the nature of the agreement indicates otherwise or the parties expressly agree otherwise in writing.
- After the agreement ends, Susledger has the right to retain all data (including Content that was uploaded by the Other Party) stored on its systems and in the case of information that is available to the public via other channels to keep these available for third parties. Susledger will not be obliged to make a copy thereof available to the Other Party.
Article 7. Unilateral-amendment clauses
- Susledger may unilaterally amend the Agreement, or any exhibit, schedule, or appendix of the Agreement, by giving notice to the other party. The amendment will take effect at the specified time after the effective date of the notice.
- For the avoidance of doubt, no unilateral amendment will retroactively modify any binding dispute-resolution provisions of the Agreement for then-pending disputes (for example, binding-arbitration provisions) unless the parties expressly agree otherwise.
- For the avoidance of doubt, without the non-amending party’s express written agreement, a unilateral amendment will not retroactively eliminate or modify any right already exercised by the non-amending party, including for example any right to demand that the amending party perform an obligation, under the Agreement.
Article 8. Guarantees
- Susledger guarantees towards the Other Party that it holds all intellectual property rights with respect to the Application.
Article 9. Liability
- Susledger is not liable for any damage that:
- results from the Other Party’s use of products, Services or Content delivered by Susledger;
- results from intervention on the part of the Advertising Code Committee;
- results from the registering or a failure to register and maintaining or a failure to maintain trademarks and models;
- Any liability on the part of Susledger of any kind is excluded in the event of force majeure. The parties will not exercise their right to dissolve the agreement in the event of force majeure until two (2) months have passed since the start of the situation of force majeure arose, unless the parties agree a longer term for rendering the agreed performance as yet.
Article 10. Publicity
- Susledger may publish or use the Other Party’s name and logo on:
- Susledger website;
- marketing collateral;
- online advertisement banners; and
- in Susledger’ sales presentations.
- Susledger will obtain the Other Party’s written permission prior to publication of:
- press release;
- case study or white paper on Susledger’ website and marketing collateral (and discussion of case study or white paper during sales presentations); and
- User quote on Susledger’ website.
Article 11. Applicable law and choice of forum
- All agreements concluded and to be concluded by Susledger are governed by Dutch law.
- All disputes, including those that are only considered as such by one of the parties, which arise pursuant to an agreement to which the present terms and conditions are fully or partly applicable or pursuant to other agreements that arise from such an agreement will be settled by the competent court in the jurisdiction where Susledger has its registered office, unless a mandatory statutory provision opposes such. This does not alter the fact that Susledger may agree with the Other Party to have the dispute settled by means of independent arbitrationSusledgerSusledger