Terms of Service are defined in Videoly Service Agreement which may vary for some exceptional cases.
These Terms apply to Agreement(s) (defined below) on the provision of the service ("Service") by Videoly Oy (Finnish business ID 2619227-4) ("Videoly" or "Supplier") to the customer named in the Agreement ("Customer"). These Terms form an integral part of the Agreement. The Supplier and the Customer are also hereinafter referred to each as a "Party" and together as the "Parties".
"Agreement" means the agreement signed between the Parties regarding the provision of the Service and any other documents (in electronic or other written form) in which the Parties agree on the Supplier's provision of the Service to the Customer, such as the Supplier's binding offer signed by the Customer. Also electronic signatures are valid.
The Agreement (including these Terms) sets out the terms and conditions that govern the Customer's use of the Service.
The Service adds links to official product demo videos as well as third party product reviews (all together the "Third Party Content") to the online store (the "Store") operated by the Customer. The Third Party Content is hosted and played by YouTube and possible other third party services (each a "Third Party Service").
Notwithstanding the above, Videoly warrants that links are added only to Third Party Content or Third Party Services that have been made available on the open internet free of charge and are explicitly allowed to be used on third-party websites.
Use of the Service is subject to the Customer's continued compliance with the terms and conditions of the Agreement. Videoly warrants that links are added in compliance with the terms and conditions applicable to the Third Party Content and Services and applicable laws, rules and regulations.
The Customer may not, and may not authorize any third party to (i) probe, scan, or test the Service or the systems or networks used in making the Service available; (ii) break, intervene or circumvent any technologies Videoly has put in place for security or authentication; or (iii) attack or burden the Service or systems or networks used in making the Service available.
Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any other purposes than those set forth in the Agreement.
The confidentiality obligation shall, however, not be applied to material and information,
(a) which is generally available or otherwise public without any act or omission of the receiving Party; or
(b) which the Party has received from a third party without any obligation of confidentiality; or
(c) which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or
(d) which a Party has independently developed without using material or information received from the other Party.
Furthermore, the Supplier may provide the Customer's confidential information to its subcontractors in order to fulfil the purpose of the Agreement.
The rights and responsibilities under this section shall survive the termination or cancellation of the Agreement.
The Service is provided to the Customer on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the full extent permitted by law, Videoly disclaims all warranties, express or implied, and expressly disclaims the warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.
Videoly shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any error or omissions in that information. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND, WITHOUT LIMITING THE CUSTOMER'S PAYMENT OBLIGATIONS, A PARTY'S AGGREGATE MAXIMUM LIABILITY UNDER THE AGREEMENT FOR ANY AND ALL EVENTS, ACTIONS AND OMISSIONS OCCURRED DURING EACH CONTRACTUAL YEAR AND FOR ANY AND ALL DAMAGES AND CLAIMS ARISING OUT OF SUCH EVENTS, ACTIONS AND OMISSIONS SHALL NOT EXCEED THE AMOUNT OF THE PRICES (EXCLUDING VAT) PAID BY THE CUSTOMER TO THE SUPPLIER UNDER THE AGREEMENT DURING THAT CONTRACTUAL YEAR. Each Party acknowledges that the other Party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the Parties. Without limiting the foregoing and except for payment obligations, neither Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such Party, including but not limited to acts of God, strikes and other labor disputes, power failures and interruptions in communications connections.
The above limitation of liability does not apply to gross negligence or intentional breaches, or breaches of confidentiality.
The Service is subject to constant development and thus Videoly may make changes to the Service.
Videoly reserves the right to remove any Third Party Content from the Service, including such content that is claimed to be not suitable for promotional use.
Customer reserves the right to block any Third Party Content through the Service from the Store for any reason with immediate effect. Videoly ensures for its part that such blocking is possible at any time.
Embedded content from other websitesThe Supplier may assign the Agreement without the consent of the Customer to a transferee, when assigning the ownership of the Supplier's business or part thereof, or to its group company, and, for the avoidance of doubt, also in mergers and demergers. The Supplier shall also have the right to assign its receivables subject to the Agreement to a third party. Except for the aforesaid situations, neither Party may assign the Agreement to a third party, without the prior written consent of the other Party.
Notices under the Agreement shall be submitted in written form to the other Party.
For the avoidance of doubt it is hereby stated that the Parties agree that no processing of personal data (as defined in the EU General Data Protection Regulation, (EU) 2016/679 "GDPR") is to be performed under this Agreement. Should the Parties choose to include services in which one Party is to be considered a Data Processor in relation to the other Party, the Parties hereby undertake to immediately agree upon a separate Data Processing agreement ("DPA") fulfilling the respective duties of Data Processors and Data Controllers set forth in GDPR and/or any other applicable law.
The Agreement shall be exclusively governed by the laws of Finland, excluding its choice of laws provisions. Any dispute, controversy or claim arising out of or relating to the Agreement or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. Notwithstanding the above, the Supplier may also take legal actions concerning overdue payments, in any appropriate court of law.