Terms & Conditions
Terms and Conditions
Please read these Terms and Conditions carefully. All contracts for the provision of the Drive Online Video Software Service shall be governed by these Terms and Conditions.
It’s important that you understand and agree to these prior to using the Services, and you’ll be asked to confirm this either as an individual or as a representative of a company prior to use by clicking the Accept button
You must be at least 18 years of age to use the Services; and by using the Service or by agreeing to this Policy, you warrant and represent to us that you are at least 18 years of age.
Customer acknowledges that the Free Version is provided at no charge, and therefore, the terms that govern use of the Free Version are different, in part, from the terms that govern the use of the Paid Version. If the Customer upgrades from the Free Version to a Paid Version, the Customer acknowledges and agrees that the terms that govern the use of the Paid Version shall automatically apply to the Customer upon such upgrade.
Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Customer Data" means all data, works and materials: uploaded to or stored on the Drive Platform by the Customer.
"Customer Personal Data" means Personal Data that is processed by Drive on behalf of the Customer in relation to the Agreement.
"Plan" means either the Drive Free or Drive Paid Plans as described at drivevideo.co.uk/pricing
"Services" means the Drive Online Software Services provided to the Customer, under these Terms and Conditions;
"Update" means any revision or update to the Services.
2. Users and Passwords
Both the Free and Paid for accounts are created and accessible by combinations of User Names and Passwords. The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access.
All Plans have an associated monthly bandwidth limit and the monthly limits are calculated based on calendar months and are based on the date of account activation. Once an account reaches its monthly bandwidth limit You will be notified and given the option of (a) upgrading to a plan with a higher bandwidth limit, or (b) paying for extra bandwidth at the then current overage rate for your account (unless otherwise previously mutually agreed upon).
3. Support and Maintenance Services
Drive shall provide the Support and Maintenance Services with reasonable skill and care in accordance with the standards of skill and care reasonably expected. The Customer agrees that Drive will have the right to charge in accordance with its then current policies for any support services resulting from problems, errors or inquiries relating to Systems or any other network, equipment, service or software not owned, controlled or procured by Drive.
4. General and Prohibitive usage
You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
You must not use the Services:
(a) In any way that is unlawful, illegal, fraudulent or harmful; or
(b In connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
Content must be appropriate for all persons who have access to or are likely to access the Content in question and in particular for children over 12 years of age.
Content must not depict violence in any explicit, graphic or gratuitous manner.
Content must not be pornographic or sexually explicit.
Content must not be untrue, false, inaccurate or misleading.
Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
You acknowledge that we actively monitor the Content and the use of the Services
5. Data protection
The Customer warrants that it has the legal right to disclose all Personal Data under or in connection with these Terms and Conditions and that the processing of that Personal Data for the Permitted Purpose in accordance with these Terms and Conditions will not breach any applicable data protection or data privacy laws including the Data Protection Act 1998).
Drive warrants to the Customer that:
(a) it will act only on instructions from the Customer in relation to the processing of Customer Personal Data;
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Customer Personal Data and against loss or corruption of Customer Personal Data;
(c) it will only process the Customer Personal Data for the purposes of performing its obligations and exercising its rights under the Agreement;
(d) it will process the Customer Personal Data in compliance with all applicable laws; and
(e) it will not transfer or permit the transfer of Customer Personal Data to any place without the prior written consent of the Customer.]
We shall ensure that access to the Customer Personal Data is limited to those Provider personnel who have a reasonable need to access the Customer Personal Data to enable us to perform its duties under the Agreement; any access to the Customer Personal Data must be limited to such part or parts of the Customer Personal Data as are strictly necessary.
We shall take reasonable steps to ensure the reliability of any Provider personnel who have access to the Customer Personal Data. Without prejudice to this general obligation, we shall ensure that all relevant Provider personnel are informed of the confidential nature of the Customer Personal Data, and are aware of the duties in respect of that Personal Data
Except for the specific rights granted by this Agreement, the receiving party shall not use or disclose any of the other's Confidential Information without its written consent, and shall use reasonable care to protect the other's Confidential Information, including ensuring that its employees and contractors with access (a) have a need to know for the purposes of this Agreement and (b) are bound by obligations of confidentiality at least as protective as those provided herein. Each party shall be responsible for any breach of confidentiality by its employees and contractors. Promptly after any termination of this Agreement (or at the disclosing party's request at any other time), the receiving party shall return all of the other's tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom.
Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided, that prior to any such disclosure, the receiving party shall use reasonable efforts to (a) promptly notify the disclosing party in writing of such requirement to disclose and (b) cooperate with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.
Customer agrees to pay Drive the fees, in the amounts and at the times specified in the selected Plan.
7.2 Credit Card Information.
In order to set up an account using a credit card the Customer must provide accurate and complete billing information including legal name, address, telephone number, and a valid credit card. Customer's card will never be charged without its authorisation. By submitting such credit card information, the Customer gives Drive permission to charge all fees incurred through its account to the designated credit card. Drive reserves the right to terminate this Agreement in accordance with Section 10.2 hereto if Customer does not provide a valid credit card for the payment of fees hereunder.
7.3 Payment Terms.
The Services are billed in advance on a monthly basis depending upon which payment plan is chosen by Customer. Drive will not provide refunds or credits in the case of cancellations, downgrades, or when there are unused portions of the Services on an open account. For any Services upgrade, Customer’s credit card will automatically be charged the new rate for the next billing cycle (i.e., the next month)
All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Customer agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon Drive's net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
8. Limited Warranty and Disclaimers
8.1 Paid Version Limited Warranty.
Drive warrants that it will provide the Paid Version in a manner consistent with general industry standards reasonably applicable to the provision thereof. Notwithstanding the foregoing, the Paid Version may be temporarily unavailable, for example, when deemed reasonably necessary or prudent by Drive to repair, maintain or upgrade the Paid Version or for causes beyond Drives reasonable control. Drive will notify the Customer at least 48 hours in advance of any known planned Paid Version-related outages.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. DRIVE DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, DRIVE HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
9. Limitation of Liability
9.1 Paid Version Limitation of Liability.
EXCEPT FOR DEATH, BODILY INJURY OR FRAUD, AMOUNTS OWED TO THIRD PARTIES PURSUANT TO THE INDEMNIFICATION OBLIGATIONS HEREIN, ANY BREACHES OF SECTION 4 (PROHIBITED USES) OR SECTION 7.1 (FEES), OR ANY EXCLUSION OR LIMITATION OF LIABILITY THAT IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO DRIVE HEREUNDER WITH RESPECT TO THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
9.2 Free Version Limitation of Liability.
EXCEPT FOR DEATH, BODILY INJURY OR FRAUD, OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL DRIVE BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DIRECT DAMAGES IN EXCESS OF $100.00 IN THE AGGREGATE, EVEN IF DRIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
10. Term and Termination
This Agreement shall commence on the date that a Drive Free Trial or Paid for account is activated. With respect to a Paid Version user, this Agreement shall continue in effect for the initial term specified in the Plan (or if no such term is specified, then for 1 month), unless this Agreement is terminated earlier as permitted in Section 10.2. At the end of such initial term, the Agreement will be extended automatically for additional terms of 1 month each, unless this Agreement is terminated earlier as permitted in this Section 10.2. Either party may elect not to have this Agreement extend automatically by giving written notice of such election to the other party at least 1 month prior to the end of the then current initial or renewal term. Customer is solely responsible for properly notifying Drive of its election not to have this Agreement automatically renew by following the cancellation directions available in the Customer’s Drive account. With respect to a Free Version user, this Agreement shall continue in effect until either party terminates this Agreement upon at least 5 business days’ written notice to the other party.
10.2 Termination of the Paid Version.
With respect to the Paid Version, this Agreement may be earlier terminated by either party, in whole or in part, (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 10 days (5 days in the case of non-payment) after receiving written notice of such breach from the non-breaching party, or (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.
10.3 Effects of Termination.
Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and remedies for breach of this Agreement shall survive, (b) Drive may, but shall not be obligated to, delete archived Customer Data (provided, Paid Version customers, upon written request received by Drive within 30 days after the effective date of termination of their accounts, shall be given a copy of their archived Customer Data in the currently existing archived format) and (c) the provisions of 6 (Confidentiality), 7 (Fees) (only with respect to amounts incurred prior to the effective date of termination), 8 (Disclaimers), 9 (Limitation of Liability), 11 (General Provisions) 12 (Entire Agreement) and this Section 10.3 (Effects of Termination) shall survive. For the avoidance of doubt, Drive is under no obligation to provide to a Free Version customer a copy of such customer’s archived Customer Data upon any expiration or termination of this Agreement.
11. General Provisions
11.1 No waivers
No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Agreement.
If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
11.3 Third party rights
The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.
12. Entire agreement
The main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
13. Law and jurisdiction
The Agreement shall be governed by and construed in accordance with English law.
Any disputes relating to the Agreement shall be subject to the jurisdiction of the courts of England.
(Updated April 2016)