Filmworkz End User License Agreement

This End User License Agreement (‘Agreement’) is made between Filmworkz Ltd, a company registered in England, company number 13466039 whose registered office is at 14th Floor, 33 Cavendish Square, London, W1G 0PW (‘We’ ‘Us’ or ‘Our’) and you, the end user (‘You’ or ‘Your’) and apply to Your use of Our and Our affiliates DVO tools (‘Software’) from Our website filmworkz.com.

Additional terms and conditions of Our Privacy Policy shall apply to Your use of the Software.

YOU MUST READ AND ACCEPT THE TERMS OT THIS AGREEMENT BEFORE YOU USE THE SOFTWARE. PLEASE READ THEM CAREFULLY BEFORE YOU SUBMIT AN ORDER TO US. WE RECOMMEND THAT YOU SAVE OR PRINT A COPY FOR YOUR FUTURE REFERENCE.

BY CLICKING TO DOWNLOAD OR INSTALL THE SOFTWARE OR BY PROCEEDING TO USE THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, AND IF YOU DO NOT AGREE TO ALL OF THE TERMS YOU MUST NOT USE THE SOFTWARE.

YOU MUST HAVE REACHED THE AGE OF MAJORITY FOR THE LEGAL JURISDICTION THAT YOU RESIDE IN TO ACCESS THIS AGREEMENT. IF YOU HAVE NOT REACHED THE AGE OF MAJORITY, YOUR GUARDIAN MUST AGREE TO THIS AGREEMENT.

This is a legally binding agreement between You and Us, for the right to use the Software supplied to You, and the accompanying electronic documentation and associated material (‘Documentation’), on the terms in this Agreement.

  1. LICENCE GRANT
    1. We grant to You a non-exclusive, duration limited licence to access and use the Software and Documentation on the terms and conditions of this Agreement (‘Licence’). The Software cannot be sold or transferred.
    2. The Software is compatible with the certain third-party applications (‘Applications’) specified on Our website.
    3. You may:
      1. download and use the Software on only one device or computer that meets the hardware requirements specified on Our website;
      2. use the Software only with operating systems and Applications specified on Our website;
      3. provided you comply with the clauses 5 and 7, make only one copy of the Software for back-up purposes, and
      4. use the Documentation in support of Your use of the Software.
    4. We may release bug fixes, enhancements or upgrades to the Software from time to time. Any such releases made available by Us to You will be deemed to be part of the Software and subject to the terms of this Agreement.
  2. DURATION OF SOFTWARE SUBSCRIPTION
    1. You may purchase a subscription to use the Software via Our website. Your subscription begins on the earlier of (a) the date You download the Software or (b) the date when We receive Your payment.
    2. Your access to the Software is provided by Us to You on a term-limited basis for the initial subscription period and any renewal period, each as set out on Our website and selected by You at the time of purchase.
    3. Your access to the Software will automatically renew at the end of the initial subscription period and thereafter at the end of each renewal period without notice until You cancel or We terminate this Agreement.
  3. FEES AND PAYMENT
    1. Subscription fees for You to access the Software are set out on Our website and are also notified to You at the time of purchase.
    2. Unless otherwise stated at the time of ordering, Our fees are exclusive of all applicable national, EU, value added, sales, excise, state, local, withholding or other taxes or customs duties, which You shall pay in addition.
    3. You may be required to provide Your payment card details prior to Us providing You access to the Software. You authorise Us to store your payment method(s) for the duration of this Agreement.
    4. At the time of Your purchase You authorise Us to charge Your payment method(s) for the initial subscription period and You authorise us to automatically charge Your payment method(s) at the renewal date until You cancel. We will automatically charge You the then-current rate for Your plan (as published on Our website), plus applicable taxes at each renewal date until You cancel.
    5. We may change the subscription fee at the renewal date. We will notify You of any change to the subscription fees in advance with the option for You to cancel before the revised fees become applicable.
    6. If any applicable taxes or duties change during Your initial period or renewal period, We will adjust the tax-inclusive price for Your subscription on your next payment date.
    7. If Your primary payment method fails, You authorise us to charge any other payment method in Your account. If you have not provided Us a backup payment method(s) and You fail to provide payment or if all payment methods in Your account fail, We may suspend Your access to the Software. You can edit Your payment information any time in the account section on Our website.
    8. Your bank may require You to authenticate Your initial purchase using a password, a one-time code sent to Your mobile number or biometric recognition. When You authenticate, You also authorise us to charge Your payment method for Your additional purchases without providing Us further payment information or other instructions (i.e. We will initiate future payments independently). Such additional purchases may occur when We automatically charge Your payment method in connection with a recurring subscription fee or when You purchase additional Software.
  4. CANCELLATION BY YOU
    1. You may cancel Your subscription to the Software at any time by giving Us notice via Your account page on Our website and deleting the Software and all copies from your equipment.
    2. If You cancel within fourteen (14) days of Your initial purchase We will refund You any amounts paid by You in advance pro-rata for the remaining initial period.
    3. If You cancel after fourteen (14) days of Your initial purchase, Your payment is non-refundable and Your access to the Software will continue until the end of the then-current renewal period.
  5. COPYING
    1. You are not permitted (save to the extent allowed by law) to copy the Software otherwise than for its normal operation and use in accordance with the terms of this Agreement. If You require additional copies for use, You must purchase additional subscription licences.
  6. EVALUATION LICENCE
    1. The terms in this clause 6 apply if You are granted access to use Our Software free-of-charge for evaluation purposes, including trial or other demonstration or test (“Evaluation Licence”).
    2. The Evaluation Licence is granted one time only for the sole purpose of testing/evaluating the Software and determining its fitness and suitability for Your specific purpose before purchasing a subscription licence.
    3. Each Evaluation Licence shall be granted for an evaluation period of thirty (30) days (or as otherwise indicated by Us in writing) from the date that We send Your licence key to the Software via email (“Evaluation Period“).
    4. In order to be granted an Evaluation Licence, each end user of the Software must register their details with Us (to include but not limited to full name, business email address, business type, company size and location).
    5. The Evaluation Licence shall terminate automatically at the end of Evaluation Period unless terminated earlier in accordance with clause 12.
    6. You shall be sent a notification reminder to purchase the Software at the end of the Evaluation Period.
    7. Your use of the Software is only permitted in a non-production and non-commercial environment throughout the Evaluation Period. For the avoidance of doubt, production shall include but not be limited to the making of a motion picture, television show, video, commercial, internet video or other viewable programming (“Content”) distributed to viewers via any communications medium whatsoever such as but not limited to showing at a movie theatre or transmission via broadcast radio wave, cable, satellite, wireless, or internet, where such distribution is for actual or potential monetary value gain.
    8. All other terms and conditions of this Agreement shall apply to Your use of the Software under the Evaluation Licence, unless otherwise stated herein.
  7. LICENCE RESTRICTIONS
    1. You acknowledge and agree that limits apply to Your use of the Software. You may only download and use one copy of the Software on one device or computer (‘Licence Limit’). You will ensure that Your use of the Software remains within the Licence Limit.
    2. You will:
      1. not disassemble, decompile or reverse engineer the Software (except to the extent that We cannot prohibit such acts by the applicable law), nor translate, adapt, modify, nor create derivative works of the whole or any part of the Software for any purpose, and will not permit any third party to do so;
      2. not rent, lease, sub-license, assign, loan, lend, transmit or otherwise transfer or make available the Software or Documentation in any manner to any third party. If You sell the device or computer on which the Software is installed, you must remove the Software from the device or computer before transfer;
      3. not provide or otherwise make available the Software in whole or in part, in any form to any person, other than your employees where You are a business, without prior written consent from Us;
      4. maintain and not remove any notices placed by Us on or in the Software and/or the Documentation unless otherwise agreed by Us;
      5. take security measures sufficient to reasonably safeguard the Documentation from theft, or unauthorised access;
      6. not permit the Software or any part of it to be combined with, or become incorporated in, any other programs unless otherwise agreed by Us;
      7. not display the Software on a public forum, website, chat room or similar, or by any other unauthorised means; and
      8. comply with all applicable laws, including technology or export control and regulations that apply to the Software including but not limited to the local laws of the country or region where you live or download or use the Software.
  8. INTELLECTUAL PROPERTY RIGHTS
    1. You acknowledge that:
      1. You do not own the Software, and We remain the owner of the Software at all times. Title and all worldwide intellectual property rights in the Software and the Documentation belong to Us;
      2. rights in the Software are licensed (not sold) to You, and that Your only rights to the Software and the Documentation are for the use of them in accordance with this Agreement; and
      3. You have no right to have access to the Software in source code form.
    2. You shall own the rights in any personal output files generated using the Software, and you may have statutory rights which are not affected by this Agreement.
  9. LIMITED WARRANTY
    1. YOU ACKNOWLEDGE THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED TO YOU “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE, OUR AFFILIATES AND OUR LICENSOR’S SPECIFICALLY EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS RELATING TO THE SUPPLY OR PURPORTED SUPPLY OF, FAILURE TO SUPPLY OR DELAY IN SUPPLYING THE SOFTWARE AND DOCUMENTATION INCLUDING ANY CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS THAT MIGHT OTHERWISE BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE ANY PARTICULAR RESULT, ACCURACY OR THE NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
    2. WE DO NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED.
    3. YOU ACKNOWLEDGE THAT THE SOFTWARE HAS NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS, AND IT IS THEREFORE YOUR RESPONSIBILITY TO ENSURE THAT THE FACILITIES AND FUNCTIONS OF THE SOFTWARE MEET YOUR REQUIREMENTS.
  10. LIMITATION OF LIABILITY
    1. NOTWITHSTANDING ANYTHING ELSE PROVIDED IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
    2. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, WE EXCLUDE AND DISCLAIM ALL LIABILITY THAT WE HAVE NOT EXPRESSLY ACCEPTED IN THIS AGREEMENT, FOR ANY LOSS OR DAMAGE HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE;
    3. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, WE EXPRESSLY EXCLUDE LIABILITY FOR ANY COST OR DAMAGES RESULTING FROM: (I) LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, (II) LOSS OF USE, (III) LOST PROFITS, (IV) LOSS OF ANTICIPATED SAVINGS, (V) LOSS OF REVENUE, (VI) LOSS OF OPPORTUNITY, (VII) LOSS OF GOODWILL, (VIII) LOSS OF REPUTATION, AND/OR (IX) ANY INDIRECT OR CONSEQUENTIAL LOSS. SUCH LIABILITY IS EXCLUDED WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE OR ACTUALLY FORESEEN.
    4. IF, NOTWITHSTANDING THE EXCLUSIONS OF LIABILITY IN THIS AGREEMENT, WE ARE FOUND LIABLE FOR, OR WE ACCEPT, ANY LIABILITY WHATSOEVER, SUCH LIABILITY WILL BE LIMITED TO 100% OF THE AGGREGATE OF THE FEES PAID BY YOU FOR THE SOFTWARE.
    5. THE LAWS OF SOME COUNTRIES/REGIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, GUARANTEES OR LIABILITIES. IF SUCH LAWS APPLY TO YOU, ALL OR PART OF THE EXCLUSIONS OR LIMITATIONS DESCRIBED IN THIS AGREEMENT MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. NOTHING IN THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS THAT YOU ARE ALWAYS ENTITLED TO AS A CONSUMER AND WHICH YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE.
    6. If you are a Consumer in England:
      1. We are responsible to You for foreseeable loss and damage caused by Us. If We fail to comply with the terms of this Agreement, We are responsible for loss or damage You suffer that is a foreseeable result of Our breaking these terms or Our failing to use reasonable care and skill but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time You accepted these terms, both We and You knew it might happen;
      2. We are not liable for business losses. If You use the Software for any commercial, business or resale purpose We will have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity;
      3. When We are liable for damage to Your property. If defective digital content that We have supplied damages a device or digital content belonging to You, We will either repair the damage or pay You compensation. However, we will not be liable for damage that You could have avoided by following Our advice to apply an update offered to You free of charge or for damage that was caused by You failing to correctly follow installation instructions or to have in place the minimum system requirements advised by Us, and
      4. The Software is provided for general purposes only. We do not, and the Software does not, offer advice on which You should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Software. Although We make reasonable efforts to update the information provided by the Software, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
  11. COMPLIANCE WITH LAW
    1. The Software is subject to applicable export restrictions. If You are located in any of the export locations set out at https://www.gov.uk/guidance/current-arms-embargoes-and-other-restrictions then You are not permitted to use the Software, and no licence is granted to you under this Agreement.
    2. You must not export, re-export, install, or otherwise transfer the Software except as authorised by English law and the laws of the country to which the Software was downloaded and used. In particular, but without limitation, the Software will not be exported or re-exported (a) into any country currently subject to a UK embargo, or (b) to anyone on the UK list of designated persons. You will not use the Software for any purposes prohibited by English law and the laws of the jurisdiction in which the Software was delivered.
  12. TERMINATION
    1. The Agreement is effective until cancelled by You or terminated by Us.
    2. You may cancel in accordance with clause 4 of this Agreement.
    3. We may terminate this Agreement at any time by written notice if You are in breach of any of its terms. The Agreement will also terminate automatically and immediately if You fail to abide by the terms of clauses 1.3, 3, 4, 5, 6, 7, 11 and 13.
    4. On termination of this Agreement for any reason:
      1. all rights granted to you under this Agreement will cease;
      2. you must immediately cease using the Software and cease all activities authorised by this Agreement; and
      3. You must immediately and permanently delete or remove the Software from all equipment in Your possession, and at Our request certify to Us that You have done so.
    5. The expiry or termination of this Agreement for any reason will be without prejudice to any other rights or remedies either You or We may be entitled to under law and will not affect the respective rights and liabilities of either You or We accrued prior to such termination.
  13. CONFIDENTIALITY
    1. The Software and Documentation are confidential. You will not disclose to any third party any part of the Software or Documentation without Our prior written consent. Neither You or We may disclose to any third party any of the other party’s confidential information that may have been received or come into its possession.
  14. UPDATES AND COMMUNICATIONS BETWEEN YOU and US
    1. We may update the terms of this Agreement at any time by notice to You at the email address You provided to Us when You registered for the Software on Our website. Your continued use of the Software and Documentation will constitute Your acceptance to the terms of this Agreement, as varied. If You do not wish to accept the terms of the Agreement (as varied) You must immediately stop using and accessing the Software and Documentation. When We use the words ‘in writing’ or ‘written’ in this Agreement, this includes emails.
    2. If You wish to contact us in writing, You can send this to us by email or by pre-paid post to Our address written above or talk@filmworkz.com
    3. If We have to contact You or give You notice in writing, we will do so by email or by pre-paid post to the address You provide or confirm to Us when You registered for the Software.
  15. HOW WE MAY USE YOUR PERSONAL INFORMATION
    1. Under data protection legislation, We are required to provide You with certain information about who We are, how We process the personal data of those individuals who use the Software and the Documentation and for what purposes, and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in www.filmworkz.com/cookies-policy/ and it is important that You read that information.
  16. GENERAL
    1. You may only assign or otherwise transfer any rights or obligations under this Agreement if We agree in writing. We may transfer Our rights and obligations by notice to another organisation, but this will not affect Your rights or Our obligations under this Agreement. Each of the provisions of this Agreement operates separately. If any court or relevant authority decides that any of them are invalid, void, or unenforceable, the remaining provisions will remain valid and enforceable. If We do not insist immediately that You do anything You are required to do under this Agreement, or if We delay in taking steps against You in respect of Your breaking this Agreement, that will not mean that You do not have to do those things and it will not prevent Us taking steps against You at a later date. Neither party is responsible for failure to perform and obligations to the extent due to causes beyond its reasonable control. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    2. To the extent permitted by applicable law, this Agreement constitutes the entire agreement between You and Us with respect to the subject matter thereof and will supersede all previous representations, agreements and other communications between You and Us, both oral and written.
  17. LAW AND JURISDICTION
    1. Your use of the Software and this Agreement (and any non-contractual disputes or claims) are governed by English law. You and We both agree to the exclusive jurisdiction of the courts of England and Wales and to all proceedings in English language.
    2. You will also benefit from any mandatory provisions of the law of the country/region in which You are resident. Nothing in this Agreement, affects Your rights as a consumer to rely on such mandatory provisions of local law. The European Commission provides for an online dispute resolution platform, which You can access at http://ec.europa.eu/consumers/odr/.
    3. We try to avoid any dispute, so we deal with complaints in the following way: If a dispute occurs you should contact us by email or by post using the contact details set out at the start of this Agreement to find a solution. We will aim to respond with an appropriate solution within 10 days.
    4. Notwithstanding anything else in this Agreement, We have the right to seek injunctive relief in any jurisdiction.