Terms of Service – Online Video Platform & Orangevine Connect
By using the orangevine.net web sites (“Service”), all services of Orangevine, (“Orangevine””) you are agreeing to be bound by the following terms and conditions (“Terms of Service”).
Orangevine reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: https://orangevine.net/terms-service
Violation of any of the terms below will result in the termination of your Account. While Orangevine prohibits such conduct and Content on the Service, you understand and agree that Orangevine cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.
- You must be 18 years or older to use this Service.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- Your login may only be used by one person. A single login shared by multiple people is not permitted.
- You are responsible for maintaining the security of your account and password. Orangevine cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).
- One person or legal entity may not maintain more than one free account.
- Unlimited usage of data traffic is under condition of fair use policy.
- You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
PAYMENT, REFUNDS, UPGRADING AND DOWNGRADING TERMS
- A valid credit card is required for paying accounts.
- The monthly fee for the Service is billed in advance on a monthly basis.
- All fees are exclusive of VAT. VAT will be charged to companies or individuals registered in The Netherlands at the current Dutch VAT rate. Companies or individuals registered outside of the EU will not be charged VAT. A VAT number will be required during the payment process. When EU companies enter their VAT number during the payment process, EU companies will then be exempt from paying VAT.
- Payment of upgrades commences on the day of upgrade and is valid for a period of 30 days. Downgrades within the period of 30 days are not reimbursed for any remaining days within the corresponding 30 day period.
- Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Orangevine does not accept any liability for such loss.
- Unless we state in writing otherwise, all fees and charges are nonrefundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. No exceptions will be made.
CANCELLATION AND TERMINATION
- You are solely responsible for properly canceling your account. You can cancel your account by sending a cancellation request to email@example.com.
- All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is canceled.
- If you cancel in the middle of a billing cycle you will be responsible for the monthly fee incurred for the current billing period as well as any past unpaid monthly fees.
- If your account is past due for a period of 21 days, your account will be closed and all of the content in it will be immediately, and irrevocably, deleted from our system.
- Orangevine, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Orangevine service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. Orangevine reserves the right to refuse service to anyone for any reason at any time.
MODIFICATIONS TO THE SERVICE AND PRICES
- Orangevine reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
- Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Orangevine Site (net) or the Service itself.
- Orangevine shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
COPYRIGHT AND CONTENT OWNERSHIP
- All content posted on the Service must comply with Dutch copyright law. Please review our copyright compliance policy below.
- We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, by setting your pages to be shared publicly, you agree to allow others to view and share your Content.
- Orangevine does not pre-screen Content, but Orangevine and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
- The look and feel of the Service is copyright ©2018 Orangevine All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Orangevine.
COPYRIGHT COMPLIANCE POLICY
Orangevine B.V. is committed to compliance with Dutch copyright law. Under the Digital Single Market, copyright owners have the right to notify Orangevine, if they believe that an account user of a Orangevine application has infringed the copyright owner’s work(s). Notifications of claimed copyright infringement must be submitted in writing to Orangevine’s designated agent for receiving such notifications.
By email: firstname.lastname@example.org
By mail: Orangevine, Attn: Copyright Agent, Keizersgracht 241, 1016 EA Amsterdam, Netherlands
To be effective, the notification of claimed infringement must be a written communication and must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit Orangevine to locate the material.
- Information reasonably sufficient to permit Orangevine to contact the complaining party, such as an address, telephone number and if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You may be eligible to receive a credit (a “Referral Credit”) for the referral of other members to the Site. You will receive a Referral Credit for members referred by you (“Referral”) only if (i) such Referral did not previously have an account with the Site, and (ii) upon creating a subscription account with the Site, such Referral identifies you as the sole referral source. A Referral meeting the forgoing requirements shall be deemed a “Qualified Referral.” You shall receive a Referral Credit for any Qualified Referral in the amount of 5,00 EURO. The Referral Credit will be applied following the Qualified Referral’s first full month of service (the “Credit Issue Date”). The Referral Credit may be used by you to pay any charges to your account incurred after the Credit Issue Date. Referral Credits will automatically expire if your account is terminated for any reason. In no event shall any Referral Credit be redeemable as cash. Orangevine reserves the right to change any aspect of the referral program, including, without limitation, payment schedules and amounts at any time. Additionally, Orangevine reserves the right to suspend your right to receive Referral Credits if you have violated any of these Terms and Conditions of Use.
PUBLICITY AND MARKETING
Neither You nor Orangevine will issue any press releases or make public statements relating to any purchase order, order form, or similar contract between You and Orangevine nor the relationship between You and Orangevine without the other party’s prior written or email approval, which shall not be unreasonably withheld. However, Orangevine shall be permitted to line-list You as a customer and use Your standard logo for Orangevine’s promotional and marketing use until your use of the Services expires or otherwise terminates.
- Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
- Technical support is only provided to paying account holders and is only available via email and live chat on our website.
- You understand that Orangevine uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service and as such these vendors may have access to your videos.
- We will not distribute your videos to any party other than those third party vendors which are needed to process and deliver your videos to your viewers without your express consent.
- You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Orangevine, or any other Orangevine service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Orangevine.
- We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
- Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Orangevine customer, employee, member, or officer will result in immediate account termination.
- You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
- You must not transmit any worms or viruses or any code of a destructive nature.
- Orangevine does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
- You expressly understand and agree that Orangevine shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Orangevine has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
- The failure of Orangevine to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Orangevine and govern your use of the Service, superseding any prior agreements between you and Orangevine (including, but not limited to, any prior versions of the Terms of Service).
- Questions about the Terms of Service should be sent to email@example.com.
Terms of Service – Video Content (video production)
APPLICATION OF THESE TERMS
1. These terms and conditions shall apply in respect of all goods and services we supply to you whether specified overleaf or otherwise (“the Service”). Except to the extent that these terms and conditions are varied by mutual consent they together with the brief and quotation overleaf shall constitute the entire agreement between us and shall prevail over your own terms and conditions. You agree that in entering into this agreement, you shall not rely on any representation or understanding, whether oral or in writing, which is not included or referred to in these terms and conditions.
2. The Service shall be delivered to you in accordance with the brief agreed at the outset of the project either through concept meetings or in written proposals.
3. We shall produce one master copy of the production only for your use. Should you require further copies an additional charge will apply. A separate quotation will be issued for the production of additional copies.
4. Times given for delivery of the Service are estimates only and time shall not be of the essence.
ACCEPTANCE AND CHANGES
5. The Service shall be made available for acceptance at agreed stages. At each agreed stage changes to the Service shall only be permitted to the extent that such changes are consistent with the brief. Beyond completion of the final Master we will allow the ‘Three Hour Rule’. By this it is meant that any change or alteration to the final Master that we deem will take less than three man-hours will not be charged.
6. Other than as stated in clause 5 above changes to the brief or otherwise that result in additional work being carried out will be chargeable at the relevant daily rate; this shall include the following:
a. Changes that result from inaccurate on misleading information having been supplied by you in preparation of the brief;
b. Changes that result from your failure to obtain consent from any third parties or employees necessary in the delivery of the Service;
c. Changes that result from a significant change to the brief;
d. Additions to the original brief in the form of extra variations or edits of the originally planned piece such as shorter ‘highlights’ edits or specific web versions that are not agreed at the outset.
7. Payment terms will be set out in the relevant quotation issued by us to you. Where payment terms are not set out in the relevant quotation:
a. Payment is due within 30 days after the invoice date and is of the essence. We will not consider payment to be received until it is represented by cleared funds. Time for payment shall be of the essence. We reserve the right to charge 3% interest per month on any unpaid balances. Any fees incurred by us in recovering payment will be chargeable.
b. Payment to be made in Euros
8. Where possible we will interim invoice in respect of the Service. Where the quote exceeds €1000 we reserve the right to invoice for the production component of the Service immediately following its completion.
9. If payment is overdue and/or you are in breach of your obligations set out in this agreement we reserve the right (without prejudice to any other right or remedy available to us) to stop or postpone delivery or performance under this agreement and we will not be liable for any loss you may suffer as a result of application of this clause. We shall have a general lien or right of retention on materials supplied by you to us until payment has been made.
10. Payment is to be made in full without any discount deduction, set off or abatement.
11. We reserve the right to appropriate any payment made by you and apply it in total or partial satisfaction of any debt due from you to us.
12.1. Dates for production are agreed in advance and confirmed by you. Where these dates are cancelled whether due to a request from you or due to an amendment by you that results in a
cancellation the following charges will apply where the cancellation notice is given or is caused:
a. Within 7 days of shoot date – €150
b. Within 48 hours of shoot date – 50% of daily shoot rate
c. Within 24 hours of shoot date – 100% of daily shoot rate
12.2. Where the shoot shall take place at your premises or a location designated by you the responsibility for ensuring said location is safe and that adequate insurance is in place shall be vested in you.
13. All reasonable expenses incurred by us in providing the Service shall be at your cost. Where possible expenses will be pre-arranged with you and/or set out in the quotation. In the absence of prior notification of expenses the following rates shall apply:
a. All mileage at 0.19 cents per kilometer
b. Overnight stay €150 per person
c. Daily subsistence €40
OUR COPYRIGHT POLICY
14. We operate a fair approach to copyright. All copyright vested in the media produced by us shall be assigned to you subject to the following:
a. Payment in full is received from you for all outstanding invoices;
b. You grant us a royalty free licence to use all copyright in the media produced by us for our own promotional purposes such as on our website or otherwise;
c. All design concepts such as logos, themes, plans, models together with all copyright in any music shall remain vested in us and shall be made available to you on licence save that you shall only be permitted to use such material and design concepts for the purpose identified in the brief;
d. Our enforcement of the above conditions is subject to our adherence to the Storage Policy as outlined below.
15. All media produced by us on your behalf will be stored as follows:
a. All footage will be captured in Hi-Definition (as standard) and stored on professional format digital media and transferred to our studio for onlining to high speed RAID array;
b. All footage on a RAID hard drive is retained at our studio on password protected computer systems until completion of the post production process;
c. Following completion of a beta edit the footage is then copied to a secondary back up hard drive at our studio to protect against electronic drive failure. All original source tapes are then transferred to secure off site storage.
WARRANTIES & LIABILITIES
16. We warrant that we will use all due skill and care in providing you with the Service. Other than as expressly provided for in these terms and conditions no warranty, guarantee or other term relating to the provision of the Service whether implied by statute, common law or otherwise is given, however where we supply goods to you as part of the Service we shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given to us by the persons supplying the goods to us.
17. We shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from any materials supplied by you to us or instructions supplied by you which are incomplete, incorrect, inaccurate or illegible, or arising from their late arrival or non-arrival, or any other fault of yours.
18. Except in respect of death or personal injury caused by our negligence we shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of this agreement for any loss of profit or any indirect or consequential loss, loss of goodwill, any destruction of data, damage, costs or expenses whether or not such losses were in the contemplation of the parties and at the date of this agreement, which arise out of or in connection with the provision of the Service.
19. Except in respect of death or personal injury our entire liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement between us shall not exceed either the amount of the price payable by you in respect of the services, goods and/or materials we supply to you or in respect of a valid claim the amount claimable under the terms of the appropriate insurance policy we hold.
20. You agree to indemnify and hold us harmless for all liabilities, loss, claims and expenses that may arise from any breach of these terms and conditions by you, including any third party liabilities incurred by us.
21. Any claim that you may have against us must be notified to us in writing within one month of the claim arising.
22. We reserve the right to assign or sub-contract any or all of the rights and obligations under these terms and conditions without your further consent to such assignment or sub-contract.
23. If any provision of these terms and conditions (whether in part or in whole) is held by a Court or jurisdiction to be illegal, or unenforceable the parties shall agree to amend the relevant provision as shall be necessary to ensure its application and the remaining provisions of the Contract shall remain full force and effect.
24. Any waiver by us of any breach of or any default under any provision of this agreement will not be deemed a waiver of any subsequent breach or default and will in no way affect the terms of this agreement.
25. These terms and conditions shall be governed by Dutch law and subject to the exclusive jurisdiction of the Dutch court system