C-Player Terms & Conditions

Introduction

Where a Customer wishes to license the use of the C-Screens Cplayer and other related Services and C-Screens wishes to grant the licence and provide the related Services to the Customer, the Customer and C-Screens agree that such licence and Services shall be supplied in accordance with the provisions of the Licence Details and these terms and conditions (together, the “Agreement”).  (Capitalised terms in this introduction have the meanings defined in clause 1, below).

1.0 Interpretation

1.1. The definitions and rules of interpretation in this clause apply in this Agreement.

Acceptable Use Policy: the acceptable use policy set out at www.c-screens.tv.

1.0 Additional Features: any improvement, enhancement or modifications to the C-Screens Cplayer, the Services, or the functionality or features offered by them, whether following requests or feedback from the Customer or suggestions made by C-Screens.

Additional Fees: the fees payable by the Customer in respect of the Enhanced Features or any other non-standard goods or services provided by C-Screens including (without limitation) any charges for third-party services and expenses and those fees set out in the Licence Details (Additional Fees).

2.0 Applicable Laws: means the law of the United Kingdom or, where relevant, the law of any other territory which relates to performance of this Agreement. 

3.0 Applicable Data Protection Laws: means:

3a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

3b. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which C-Screens is subject, which relates to the protection of personal data.

4.0 Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

5.0 Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

6.0 C-Screens: C-SCREENS LTD incorporated and registered in England and Wales with company number 08303558 whose registered office is at 69 Old Street, London, England, EC1V 9HX.

7.0 C-Screens Personal Data: any personal data which C-Screens processes in connection with this Agreement, in the capacity of a controller.

8.0 C-Screens Player: C-Screens’ Player as installed on the Player Hardware.

9.0 C-Screens Cplayer: the C-Screens Cplayer at the Scheduler URL and the C-Screens Player.

10.0 Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in 10.5 or 10.6.

11.0 Currency: the Currency specified in the Licence Details.

12.0 Customer: the Customer specified in the Licence Details. 

13.0 Customer Content: any text, graphics, images, audio, video, data compilations or other information or materials (regardless of media or format) provided by the Customer for use in relation to the Services.  

14.0 Customer Data: the data inputted by the Customer, Authorised Users, or C-Screens on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services. 

15.0 Customer Personal Data: any personal data which C-Screens processes in connection with this Agreement, in the capacity of a processor on behalf of the Customer, as referred to in the Licence Details.

16.0 Minimum Hardware Specification: where the Player Hardware is provided by the Customer, the specification of the Player Hardware in the Licence Details (see “Minimum Hardware Specification” in the Licence Details) 

17.0 Documentation: the documentation made available to the Customer by C-Screens on the C-Screens Cplayer which sets out a description of the Services and the user instructions for the Services.

18.0 Effective Date: the date set out in the Licence Details.

19.0 Enhanced Feature: any feature or functionality which is paid for via Additional Fees, as notified by C-Screens at the relevant time, for example (without limitation) TV IP streaming.

20.0 Enhanced Support Fees: the fees set out in the Licence Details for the Enhanced Support Service.

21.0 EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

22.0 Fees: the Subscription Fees, the Hardware Fees, the Additional Fees, the Support Fees and the excess data storage fees payable pursuant to clause 8.4.

23.0 Hardware Fees: the Hardware Fees set out in the Licence Details.

24.0 Hardware Sale Specification: where the Player Hardware is sold by C-Screens to the Customer (as set out in the Licence Details), the specification of the Player Hardware in the Licence Details  (see “Hardware Sale Specification” in the Licence Details).

25.0 Initial Subscription Term: the initial term of this Agreement as set out in the Licence Details.

26.0 Intellectual Property Rights:  patents, utility models, rights to inventions, copyright and neighbouring and related rights, all other rights in the nature of copyright, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

27.0 Licence Details: the written agreement between the Customer and C-Screens which specifies the key details of: the licence of the C-Screens Cplayer from C-Screens to the Customer, any Services and the Fees and which incorporates these terms and conditions by reference.

28.0 Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

29.0 Payment Terms: the terms of payment specified in the Licence Details.

30.0 Player Licence: a non-transferable licence for an individual instance of the C-Screens Player.

31.0 Player Hardware: the PC or other hardware on which the C-Screens Player is installed.

32.0 Purpose: the purposes for which the Customer Personal Data is processed, as set out in clause 4.10.

33.0 Scheduler URL: the URL specified in the Licence Details.

34.0 Security Event: 

34a. any unauthorised third party access to the Services or the C-Screens Cplayer; or

34b. any use of the Service by the Customer or any Authorised User that is in breach of the Acceptable Use Policy and has the potential to materially impact the C-Screens Cplayer, the Services or use of the Services by any other customer of C-Screens or any of that customer’s users; or

34c. any Vulnerability or Virus introduced into the C-Screens Cplayer or the Services by (or facilitated through) the Customer or any Authorised User.

35.0 Software: the online and on-premise software applications provided or used by C-Screens as part of the Services.

36.0 Subscription Fees: the subscription fees payable by the Customer to C-Screens as set out in the Licence Details.

37.0 Subscription Start Date: (a) where C-Screens is providing the Player Hardware to the Customer: the date that delivery and installation of the Player Hardware is complete; (b) in all other cases: the Effective Date.

38.0 Subscription Term: the term of this Agreement.

39.0 Support Fees: the support fees payable pursuant to clause 3.3.

40.0 Support Services: the support services described in Schedule 2.

41.0 Support Software: any software provided or used by C-Screens to provide support and maintenance in relation to the C-Screens Cplayer, including (without limitation) remote management software and anti-virus software.

42.0 UK GDPR: has the meaning given to it in the Data Protection Act 2018.

43.0 Virus: any thing or device (including any software, code, file or programme) which may: 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.

44.0 Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability. 

1. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 
6. 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.
7. 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.
8. A reference to writing or written includes e-mail.
9. References to clauses are to the clauses of this Agreement.

2.0 Licence

1. 1. Subject to the Customer paying the Fees, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, C-Screens hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services, and the Documentation,  during the Subscription Term solely for the Customer’s internal business operations.
   2. The Customer undertakes that:
      1. It shall obtain a Player Licence for each instance of the C-Screens Player;
      2. It shall not use any instance of the C-Screens Player without purchasing a Player Licence for that instance;
      3. it shall permit C-Screens or C-Screens’ designated auditor to audit the Services in order to verify that the Software is being used in accordance with the terms of this Agreement;
      4. if any of the audits referred to in clause 2.2(c) reveal that the Customer has underpaid Fees to C-Screens, then without prejudice to C-Screens’ other rights, the Customer shall pay to C-Screens an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
   3. The Customer shall comply with the Acceptable Use Policy in relation to the C-Screens Cplayer and all Customer Content.
   4. If the Customer is in breach of clause 2.3, Customer remove the relevant Customer Content promptly and no later than 24 hours from receipt of any notice from C-Screens requiring it to do so.  Where Customer does not remove the Customer Content within such period, C-Screens may (but shall not be obliged to) remove the relevant Customer Content for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and without prior notice to the Customer.
   5. Whenever C-Screens reasonably suspects that there has been a breach of the Acceptable Use Policy, the Customer shall permit C-Screens to audit Customer Content to ensure compliance with the Acceptable Use Policy by the Customer. Such right to audit shall be exercised at C-Screens’ expense, with reasonable prior notice and in such a manner as not to substantially interfere with the Customer’s normal conduct of business. For clarity, the parties acknowledge that C-Screens is not obliged to carry out any such audit.
   6. Notwithstanding any other provision in this Agreement, if there is a Security Event, C-Screens may, without liability or prejudice to its other rights and without prior notice to the Customer, remove the relevant Customer Content and suspend operation of the C-Screens Cplayer until the relevant Security Event has been resolved. C-Screens shall give the Customer written notice as soon as is reasonably practicable of the nature of the relevant Security Event.
   7. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. is otherwise illegal or causes damage or injury to any person or property;

and C-Screens 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.

1. The Customer shall not:
   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:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
   2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
   3. use the Services and/or Documentation to provide services to third parties; or
   4. subject to 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
   5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
   6. introduce or permit the introduction of, any Virus or Vulnerability into C-Screens’ network and information systems. 
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 C-Screens.  To the extent permissible by law, C-Screens will not be liable for any loss that the Customer, an Authorised User or any third party may incur as a result of any use or misuse of any username or password or any part of the Services, whether with or without the Customer’s knowledge.
3. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3.0 Services

1. 1. C-Screens shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
   2. C-Screens shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
      1. planned maintenance carried out during the maintenance window of 10.00 pm to 5.00 am UK time; and
      2. unscheduled emergency maintenance (C-Screens shall use reasonable endeavours to give the Customer notice of such maintenance, the impact on the Services and the resumption of normal Services as soon as reasonably possible).
   3. C-Screens will, as part of the Services, provide the Customer with the Support Services indicated in the Licence Details and Schedule 2 at the charges set out in the Licence Details and as otherwise set out in Schedule 2.  .
   4. Where the Licence Details indicate the Services include Player Hardware Rental, the provisions set out in Schedule 1 in the column titled “Hardware Rental” shall apply.
   5. Where the Licence Details indicate the Services include Player Hardware Sale, the provisions set out in Schedule 1 in the column titled “Hardware Sale” shall apply.
   6. Where the Customer provides the Player Hardware, the provisions set out in Schedule 1 in the column titled “Hardware provided by Customer” shall apply.

4.0 Data protection

1. 1. For the purposes of this clause 4, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
   2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
   3. The parties have determined that, for the purposes of Applicable Data Protection Laws:
      1. C-Screens shall act as controller of C-Screens Personal Data; and
      2. C-Screens shall process the Customer Personal Data, as a processor on behalf of the Customer.
   4. Should the determination in 4.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 4 or other parts of the Agreement.
   5. By entering into this Agreement, the Customer consents to (and shall procure all required consents, from the Authorised Users and its other personnel, representatives and agents, in respect of) all actions taken by C-Screens in connection with the processing of C-Screens Personal Data.
   6. Without prejudice to the generality of clause 4.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of C-Screens Personal Data and Customer Personal Data to C-Screens and/or lawful collection of the same by C-Screens for the duration and purposes of this Agreement. In relation to the Customer Personal Data, the Licence Details set out the scope, nature and purpose of processing by C-Screens, the duration of the processing and the types of personal data and categories of data subject.
   7. Without prejudice to the generality of clause 4.2 C-Screens shall, in relation to Customer Personal Data:
      1. process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the Purpose, unless C-Screens is required by Applicable Laws to otherwise process that Customer Personal Data. Where C-Screens is relying on Applicable Laws as the basis for processing Customer Personal Data, C-Screens shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer;
      2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures; 
      3. ensure that any personnel engaged and authorised by C-Screens to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
      4. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to C-Screens), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      5. notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
      6. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Agreement unless C-Screens is required by Applicable Law to continue to store or to process that Customer Personal Data. For the purposes of this 4.7(f) Customer Personal Data shall be considered deleted where it is put beyond further use by C-Screens; and
      7. maintain records to demonstrate its compliance with this clause 4 and allow for reasonable audits by the Customer or the Customer’s designated auditor, for this purpose, on reasonable written notice.
   8. The Customer hereby provides its prior, general authorisation for C-Screens to:
      1. appoint processors to process the Customer Personal Data, provided that C-Screens:
         1. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on C-Screens in this clause 4;
         2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of C-Screens; and
         3. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to C-Screens’ reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify C-Screens for any losses, damages, costs (including legal fees) and expenses suffered by C-Screens in accommodating the objection.
      2. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that C-Screens shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of C-Screens, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
   9. Either party may, at any time on not less than 30 days’ notice, revise clause 4 by replacing its relevant provisions with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).
   10. In this clause 4, the “Purpose” of the processing of personal data shall be as follows:

Scope: to the extent necessary to provide  the Services

Nature: storage of personal data

Purpose of processing: provision of the Services

Duration of the processing: whilst an Authorised User is registered to use the Services and for such period thereafter as is required by law. 

Types of Personal Data: Name, user name and email address, (user selected) photo, and any personal data included in the Customer Content

Categories of Data Subject: Employees  of the Customer and any data subjects relevant to personal data included in the Customer Content

5.0 Third party providers

The Customer acknowledges that the Services may enable or assist it to access the content of, correspond with, and purchase content, products and services from, third parties and that it does so solely at its own risk. C-Screens makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party, or any transactions completed, and any contract entered into by the Customer, with any such third party.  Any contract entered into and any transaction completed with any third-party is between the Customer and the relevant third party, and not C-Screens.  C-Screens recommends that the Customer refers to the third party’s terms and conditions and privacy policy prior to using the relevant third-party website or entering into a relevant transaction.  C-Screens does not endorse or approve any third-party nor the content of any third-party made available via the Services.

6.0 C-Screens’ obligations

1. 1. C-Screens undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
   2. The undertaking at 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to C-Screens’ instructions, or modification or alteration of the Services by any party other than C-Screens or C-Screens’ duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, C-Screens 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 undertaking set out in 6.1.  
   3. C-Screens:
      1. does not warrant that:
         1.  the Customer’s use of the Services will be uninterrupted or error-free; or
         2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
         3. the Software or the Services will be free from Vulnerabilities or Viruses. 
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from:
         1. the transfer of data over communications networks and facilities, including the internet; and/or
         2. the acts or omissions of third parties outside of the reasonable control of C-Screens,

and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

1. This Agreement shall not prevent C-Screens 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.
2. C-Screens warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7.0 Customer’s obligations

1. 1. The Customer shall:
      1. ensure that all passwords for access to the C-Screens Cplayer are kept secure and shall not be passed to anyone who is not an Authorised User;  
      2. notify C-Screens immediately if the security of a password or Customer account has been compromised;
      3. use the C-Screens Player only in accordance with any instructions or guidance made available from time to time by C-Screens;
      4. co-operate with all requests from C-Screens in relation to training, updates to, debugging and/or maintenance of the C-Screens Player, including (without limitation) all requests for C-Screens to log in to the account of any Authorised User on the C-Screens Cplayer;
      5. provide C-Screens with:
         1. all necessary co-operation in relation to this Agreement; and
         2. all necessary access to such information as may be required by C-Screens;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

1. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
2. 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, C-Screens may adjust any agreed timetable or delivery schedule as reasonably necessary;
3. 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;
4. obtain and shall maintain all necessary licences, consents, and permissions necessary for C-Screens, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
5. ensure that its network and systems comply with the relevant specifications provided by C-Screens from time to time;
6. be solely responsible for procuring, arranging and maintaining an adequate power supply, internet connection and Audio/Visual connection to the Player Hardware and any other equipment operated by the Customer in relation to the Services;    
7. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to C-Screens’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet; and
8. as between the parties, be responsible for responding to all third party requests concerning the use of the Services by the Customer.

1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
2. The parties acknowledge and agree that:
   1. C-Screens is not responsible or liable for the deletion of or failure to store the Customer Content and communications maintained or transmitted through use of the Services; and
   2. The Customer is solely responsible for securing and backing up all Customer Content.

8.0 Charges and payment

1. 1. The Customer shall pay the Fees to C-Screens in accordance with this 8 and the Payment Terms.
   2. If C-Screens has not received payment by the due date, and without prejudice to any other rights and remedies of C-Screens:
      1. C-Screens may, without liability to the Customer, disable the Customer’s and all Authorised Users’ passwords, account and access to all or part of the Services and C-Screens shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 7% over the then current base lending rate of C-Screens’ bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
   3. All amounts and fees stated or referred to in this Agreement:
      1. shall be payable in the Currency;
      2. are, subject to 12.3(b), non-cancellable and non-refundable;
      3. are exclusive of value added tax, which shall be added to C-Screens’ invoice(s) at the appropriate rate.
   4. If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, C-Screens shall charge the Customer, and the Customer shall pay, C-Screens’ then current excess data storage fees.  At the time of entering into this Agreement, the relevant excess data storage fees are £50 per 100GB per month.
   5. C-Screens shall be entitled to increase the Fees with effect from each anniversary of the Effective Date upon 90 days’ prior notice to the Customer and the Licence Details shall be deemed to have been amended accordingly.

9.0 Proprietary rights

1. 1. The Customer acknowledges and agrees that C-Screens and/or its licensors own all Intellectual Property Rights in the Services, the Documentation and C-Screens’ trade marks. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Services, the Documentation or C-Screens’ trade marks.
   2. Without prejudice to the generality of clause 9.1, the Customer acknowledges and agrees that C-Screens will own all Intellectual Property Rights in any Additional Features, and that such Additional Features may be incorporated into the Services and C-Screens Cplayer for use by other customers of C-Screens.
   3. To the extent that they do not automatically vest in C-Screens, the Customer (by way of present assignment of future rights where appropriate) hereby assigns to C-Screens absolutely with full title guarantee all its right, title and interest in and to the Intellectual Property Rights in the Additional Features (Assigned Intellectual Property Rights), including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Intellectual Property Rights whether occurring before, on, or after the date of this Agreement.
   4. C-Screens acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Content.  The Customer grants to C-Screens such rights in relation to the Customer Content as are required by C-Screens to provide the Services.
   5. C-Screens confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
   6. If the Customer wishes to display any C-Screens’ trade mark in relation to its use of the Services, the Customer shall:
      1. Obtain a written licence from C-Screens for the specific use; and 
      2. Comply with the any guidelines provided by C-Screens in relation to such use.
   7. All use of C-Screens’ trade mark(s) including all goodwill arising , shall accrue solely to the benefit of C-Screens.

10.0 Confidentiality

1. 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:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party’s lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
      4. is independently developed by the receiving party, which independent development can be shown by written evidence.
   2. Subject to 10.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
   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.
   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 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
   5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute C-Screens’ Confidential Information.
   6. C-Screens acknowledges that the Customer Data is the Confidential Information of the Customer.
   7. The Customer agrees to participate in joint publicity initiatives including but not limited to, case studies, press releases and articles.  C-Screens may include the name and logo(s) of the Customer in lists of customers on C-Screens’ website or other marketing materials. The Customer shall not make any public announcement concerning this Agreement or use the C-Screens name or logo(s) without the prior written consent of C-Screens.
   8. The above provisions of this 10 shall survive termination of this Agreement, however arising.

11.0 Indemnity

1. 1. Without prejudice to C-Screens’ obligations to perform its obligations in accordance with the terms of this Agreement, the Customer shall defend, indemnify and hold harmless C-Screens, its directors, officers, employees, agents, contractors and representatives 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 and/or Documentation, and C-Screens’ use of the Customer Content (including, but not limited to, infringement of any patent, copyright, trade mark, database right or right of confidentiality), provided that:
      1. the Customer is given prompt notice of any such claim;
      2. C-Screens provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
      3. the Customer is given sole authority to defend or settle the claim.
   2. C-Screens shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this Agreement 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:
      1. C-Screens is given prompt notice of any such claim;
      2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to C-Screens in the defence and settlement of such claim, at C-Screens’ expense; and
      3. C-Screens is given sole authority to defend or settle the claim.
   3. In the defence or settlement of any claim to which clause 11.2 applies, C-Screens 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 available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
   4. In relation to the indemnity in clause 11.2, in no event shall C-Screens, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
      1. a modification of the Services or Documentation by anyone other than C-Screens; or
      2. the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by C-Screens; or
      3. the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from C-Screens or any appropriate authority.
   5. The foregoing  and 12.3(b) state the Customer’s sole and exclusive rights and remedies, and C-Screens’ (including C-Screens’ employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12.0 Limitation of liability

1. 1. Except as expressly and specifically provided in this Agreement:
      1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. C-Screens shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to C-Screens by the Customer in connection with the Services, or any actions taken by C-Screens at the Customer’s direction;
      2. Customer shall be solely responsible for all actions taken using the Customer’s account(s) on the Services, whether or not such actions were authorised by the Customer.  C-Screens shall have no liability for any damage caused by the use of the Customer’s accounts;
      3. 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
      4. the Services and the Documentation are provided to the Customer on an “as is” basis.
   2. Nothing in this Agreement excludes the liability of C-Screens:
      1. for death or personal injury caused by C-Screens’ negligence; or
      2. for fraud or fraudulent misrepresentation.
   3. Subject to 12.1 and 12.2:
      1. C-Screens shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
      2. C-Screens’ total aggregate liability in contract (including in respect of the indemnity at 11.2), 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 Fees paid during the 12 months immediately preceding the date on which the claim arose.
   4. Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of C-Screens’ Intellectual Property Rights.

13.0 Term and termination

1. 1. This Agreement shall, unless otherwise terminated as provided in this 13, commence on the Effective Date and shall continue for the Initial Subscription Term (if applicable) and thereafter for further periods of 12 months (each a “Renewal Term”) unless terminated by either party giving to the other not less than 3 months’ written notice to terminate the Agreement at the end of the Initial Subscription Term or the Renewal Term, as relevant.
   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:
      1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
      3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
      6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
      8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
      11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 14.2(c) to clause 14.2(j) (inclusive);
      12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
      13. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
   3. On termination of this Agreement for any reason:
      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; 
      2. 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;
      3. C-Screens may destroy or otherwise dispose of any of the Customer Data in its possession unless C-Screens receives, no later than ten 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. C-Screens 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 C-Screens in returning or disposing of Customer Data; and
      4. 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.

14.0 Force majeure

C-Screens 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 C-Screens or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, 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.

15.0 Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.0 Waiver

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.

17.0 Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18.0 Severance

1. 1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
   2. If any provision or part-provision of this Agreement is deemed deleted under 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19.0 Entire agreement

1. 1. 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.
   2. 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.
   3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
   4. Nothing in this clause shall limit or exclude any liability for fraud.

20.0 Assignment

1. 1. The Customer shall not, without the prior written consent of C-Screens, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
   2. C-Screens 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.

21.0 No partnership or agency

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).

22.0 Third party rights

1. 1. A person who is not a party to this Agreement shall not have any rights whether statutory or otherwise to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from statute.
   2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

23.0 Counterparts

1. 1. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
   2. Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email or a digital signature C-Screens Cplayer nominated by C-Screens shall take effect as the transmission of an executed “wet-ink” counterpart of this Agreement.
   3. No counterpart shall be effective until each party has provided to the other at least one executed counterpart.

24.0 Notices

1. 1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid national postal mail, pre-paid air-mail or commercial courier to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address, as set out in the Contact Details.
   2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid post, pre-paid airmail or commercial courier shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

25.0 Governing law

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.

26.0 Jurisdiction

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).

Schedule 1 Additional Clauses in relation to Player Hardware and Software

Schedule 2 Support and Maintenance Services

1.0 HARDWARE MAINTENANCE

C-Screens shall (at its option) repair or replace Player Hardware in the following circumstances and at the following costs:

All of the above services shall be provided within C-Screens’ standard business hours (9am – 5pm on weekdays which are not bank holidays in the U.K.).

2.0 SOFTWARE SUPPORT AND MAINTENANCE

C-Screens shall provide the following support and maintenance services in the following circumstances and at the following costs:

All of the above services shall be provided within C-Screens’ standard business hours (9am – 5pm on weekdays which are not bank holidays in the U.K.).

3.0 EXCLUDED SUPPORT AND MAINTENANCE

3.1 The Support Services do not include any maintenance services required to restore any malfunctioning or failed Player Hardware or Software to good working order where the malfunction or failure results from or is caused by any of the Excluded Causes (the “Excluded Maintenance”).

3.2 For the purposes of this Agreement, “Excluded Causes” means:

(a) use of the Player Hardware or Software with computer equipment, software or materials not supplied or approved in writing by C-Screens;

(b) any maintenance, alteration, modification or adjustment performed by persons other than the C-Screens or its employees or agents;

(c) the Customer or a third party moving the Player Hardware;

(d) the use of the Player Hardware or Software in breach of any of the provisions of the Agreement;

(e) a failure, interruption or surge in the electrical power or its related infrastructure connected to the Player Hardware; or

(f) the neglect or misuse of the Player Hardware or Software.

3.3 The Support Services do not include the provision of education, training, consultancy or implementation assistance associated with the Player Hardware or Software. Such services will be quoted and provided under separate agreements.

Last updated 12/04/23