1. Introduction
By signing up for an account/purchasing a licence on Gallantium or by
accessing/using content offered by Gallantium the below service agreement is valid
and in effect.
Gallantium (a division of Maia Films and a subsidiary of Kennington Creative Group)
and you (the “customer”) fully agree to the following terms and conditions.
You represent that you are 18 years of age or older and have the legal power and
authority to enter into this agreement. If you are signing up to use Gallantium
services and content on behalf of a company, you represent that you have the
complete authority to bind the company to the terms governing the use of the
Gallantium services and content, and the term “customer” means your company
and all of its employees, users and viewers of video page(s) under this licence
agreement.
2. Service and Content
“Service and content” means on demand videos and written materials provided to
the customer on the video page via access gained through a web browser. This may
include any customer brand specific alterations done to the video and any data and
analytics that Gallantium would provide to the customer.
3. Paid Annual Licence Plan
The Customer agrees to have a licensed account (licenced video content) produced
by Gallantium in accordance with the “Annual Pricing Plan” selected on the
Gallantium Web site during the online buying process or by issuing a purchase order
against a fee as set forth during the process. All prices published on the website
excludes VAT. The Customer understands that the Licence Plan offers a maximum
limit on its usage regarding the number of users and the number of views per
specified time period by the Customer in a given billing period/cycle. The Customer
agrees to use the service according to the limits paid for under the License Plan.
(However, in the event the Customer does exceed these limits set forth by the
license plan purchased by the Customer, the Customer may be liable to pay
additional fees.)
4. Billing Period and Payment Method
Once the Customer purchases a Licence Plan, Gallantium charges and collects fees
in advance for the use of the various Services. The Customer acknowledges, and
agrees, that the Service will be provided on a yearly billing cycle, agreed during the
purchase process unless a different plan is agreed during the order process.
Invoices will be issued to the Customer every billing period/cycle(1 year). Payment
shall be made using a debit/credit card or via bank/wire transfer and will be in GBP.
The Customer agrees to pay the Total Licence fees for its account by the Licence
Plan and billing terms stated on the applicable purchase order/invoice.
5. Terms of Delivery
The content will be available within 48 hours (2 working days) of confirmed payment
provided that the customer has given Gallantium access to their logo and any other
information required to be included in the content unless a different timeframe is
agreed between the two parties.
Any subsequent monthly content will be available to the client on or before the 10th
working day of each calendar month.
6. Access to content and availability
The Customer is responsible for obtaining and maintaining all computer hardware,
software, access to internet and communications equipment needed to access any
Gallantium content.
Gallantium warrants that the Gallantium content will have 99% uptime reliability. If
the Service experiences an outage greater than the uptime warranty, the Customer
will be entitled to a refund of total yearly licence fees equal/proportionate to the
prorated number of minutes of the reported outage. The Customer acknowledges,
and agrees, that written notice from the Customer showing proof of the outage must
be made within ten days of the outage. Any planned downtime/outages in which
Gallantium provides at least 24 hours advanced notice shall not be entitled to
refunds.
7. Customer Video Page Security, Access and Passwords
The Customer is entirely responsible for any and all activities that occur within the
Customer’s video page. The Customer will choose, or be temporarily assigned, all
applicable passwords/links to use with the Gallantium content. The Customer shall
be entirely responsible for maintaining the confidentiality of its passwords/links and
account data, and where applicable the passwords/links and accounts of each user
accessing the content using an account established by the Customer. Any
unauthorized use or breach of security of a Customer account shall be reported
immediately to Gallantium.
The Customer acknowledges that each User Licence is personal to the
User/Customer for the Licence Period and that this cannot be shared with any
person or organisation outside their company. Furthermore the Customer
acknowledges that sharing User Licences will be deemed as a material breach of
this Agreement.
8. User Experience and Functionality
The user experience (including look and feel and navigation) and functionality of the
video page are liable to change at the absolute discretion of Gallantium. The
Customer accepts that these changes may be made without any warning or
notification being given to the Customer.
9. Accurate Customer Information
The Customer agrees to provide Gallantium with accurate billing and contact
information, including company name, company address, telephone number, and
Email address. The Customer also agrees to notify Gallantium of any changes to
this information within a period not to exceed 30 days. Gallantium reserves the right
to terminate Customer access to the Services and content, without any obligation to
return Customer data, if the Customer provides fraudulent contact or billing
information.
10. Customer Data
Customer data includes but is not limited to customer company name, contact
details, logo and any other assets that may be transferred/communicated to
Gallantium in order to create and release content to the Customer. The Customer
gives the authority/right to Gallantium to use the Customer data in order to provide
the specified service as outlined on the Licence Plan.
Gallantium acknowledges that all data submitted to Gallantium by the Customer, or
its agents, is intellectual property owned exclusively by, or licensed to, the
Customer. The Customer acknowledges, and agrees, that the accuracy, integrity,
reliability, quality, legality, and copyright of all Customer data shall be the sole
responsibility of the Customer, and Gallantium shall not be held accountable or
liable for any correction, deletion, loss, destruction, copyright claims or failure to
store any such Customer data.
11. Confidentiality of Customer Data
The Customer information such as contact details, Customer Data which includes
(logos and any other information), and usage analytics derived from use of the
Service is considered confidential to the Customer. Gallantium will not share, rent,
sell, or trade Customer information. Gallantium may only use the Customer
information to provide the Services under this Agreement, contact the Customer
and provide necessary support, evaluate the satisfaction and engagement of
content, enhance customer experience or ensure proper billing and payment for the
service and content.
12. Customer Data Backup and Security
Gallantium shall use all reasonable efforts to protect Customer’s Data. However, it is
Customer’s responsibility to secure and maintain backup copies of all the Customer
Data.
13. Data Protection Act 2018
Both parties undertake that they will comply in all respects with its obligations under
the Data Protection Act 2018 or equivalent legislation
14. Copyright
The Customer can upload or submit Customer Data (including logos and any other
assets) to Gallantium for its use; provided Customer has the right to use such
Customer Data. The Customer grants Galantium the following worldwide,
royalty-free, non-exclusive, sub-licensable and transferable rights and licences to
host, cache, store, archive, index, crawl, create algorithms based on, modify or
transcode Customer Data to appropriate media formats, standards or mediums
solely to provide the Service to Customer.
15. Copyright of the completed videos
The Licence granted to the Customer would allow them to view and share content
(videos should be contained within the Customer video page) within their company
and its employees as outlined on the Annual Licence Plan. Gallantium retains all
present and future copyright to the video content produced and given access to the
Customer.
16. Content Violation
In the event any Customer Data becomes subject to any claim of infringement,
Gallantium may remove all customer content from the video page. Customer
understands that Gallantium is fully aware of and adheres to ‘(applicable act)’ which
is a government devised Act for enforcing copyright of digital content and therefore
will deal in such cases according to it.
17. Moral Rights
The Client acknowledges that Gallantium asserts its moral rights generally in
respect of the Programme under the Copyright Design and Patents Act 1998 and in
particular to be credited as producer
18. Inappropriate Use
The Customer and their employees will not use the Gallantium Service and content
in any way to transmit through the Service any unlawful, harassing, libellous,
unsolicited commercial email (“spam”), abusive, threatening, harmful, vulgar,
obscene or otherwise objectionable material of any kind. The Customer agrees to
defend, indemnify, and hold Gallantium harmless against any third party claim or
action, civil or criminal that arises from the Customer’s use of the Service and
content in any manner that is inconsistent with this Agreement.
19. Platform and Licence
The Customer acknowledges, and agrees that the Service uses proprietary
software/platform (the “Software/platform”) owned or licenced by Gallantium or its
affiliates. Gallantium grants to the Customer an individual, non-exclusive,
royalty-free, worldwide, fully paid up, non-transferable licence to use the Software
subject to the terms and conditions of this Agreement. The Customer
acknowledges, and agrees, that the Customer and its employees are expressly
prohibited, directly or indirectly, from attempting to discover the source code,
underlying algorithms, or technology of the Software; rent, lease, sell, assign, or
transfer rights to the Software; modify or make derivative works based on the
Software; or use the Software in any service bureau or timeshare capacity. The
Customer acknowledges, and agrees, that Gallantium retains exclusive ownership
throughout the world of its Software/platform, including portions or copies, and all
rights not expressly granted to the Customer
20. Force Majeure
In the event that this Contract cannot be performed or its obligations fulfilled for any
reason beyond the reasonable control of either party including war, pandemic,
industrial action, floods, Acts of God, then such non-performance or failure to fulfil
its obligations shall be deemed not to be a breach of this Contract. In the event that
this Contract cannot be performed or its obligations fulfilled for any reason beyond
either party’s control for a continuous period of [three months], then either party
may at its discretion terminate this Contract by notice in writing at the end of that
period.
21. Termination of Service Agreement
The Customer or Gallantium may terminate an invoice/purchase order or Licence
Plan by notifying the other party in writing at least 30 days before the beginning of
the next billing cycle. Upon termination of the invoice/purchase order or Licence
Plan for any reason, the Customer, and all its users accessing the Gallantium
Service and content using the Customer account, will immediately cease all use of
the Gallantium Service. After termination, Gallantium will remove all data in the
Customer account. Gallantium will make a file of the Customer data (including video
content) available to the Customer for a fee if the Customer makes such a request in
writing at the time notice of termination is given, and all Customer charges are paid
in full upon termination. The Customer acknowledges, and agrees, that Gallantium
is not obligated to retain the Customer data after termination, and will delete the
data after such time.
