SaaS Terms

1. Definitions and interpretation

1.1 Capitalised terms used in these SaaS Terms have the meanings given to them in the General Terms as applied by the Agreement, and the same interpretation rules apply. In addition:

• Virus means any virus, disabling code (including code intended to limit or prevent any use of any software or system) or other malicious software (including malware, Trojan horses, ransomware and spyware).

1.2 Additional definitions for licence allocation

For the purposes of clause 2.5:

• Encoder Instance means a specific encoder deployment capable of consuming a licence entitlement, including a hardware encoder unit, containerised encoder instance, or mobile encoder instance.
• Revocation means releasing, unassigning, deallocating or reassigning a licence entitlement from an Encoder Instance back to the Customer’s available pool.
• Revocation Period means the minimum time after assignment during which a licence entitlement cannot be Revoked.

2. Rights of use

2.1 From Order Acceptance, and subject to the Agreement, Digital Barriers grants the Customer a non-exclusive, non-transferable, personal right to:

(a) use each Subscribed Service during Service Hours; and

(b) copy and use the Documentation strictly as necessary for use by Authorised Users of the Subscribed Services, within the relevant Subscribed Territory, during the Subscribed Service Period, for the Permitted Purpose.

2.2 The Customer acknowledges that access to the Subscribed Services may take up to two (2) Business Days from Order Acceptance to set up initially. Use of the Subscribed Services is at all times subject to the Customer’s compliance with the Agreement and the requirements identified in the Agreement and/or Documentation (including minimum system requirements).

2.3 The Customer acknowledges that the Services do not include:

(a) any services, systems or equipment required to access the internet (the Customer is solely responsible for procuring internet access and all related costs, including communications, data transmission and wireless/mobile charges); and

(b) dedicated data backup or disaster recovery facilities (the Customer should maintain backups of all Customer Data).

2.4 The Customer must not (and must not permit any third party to):

(a) copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, store, archive, or publicly display any part of any Subscribed Service or Documentation, or sell, license, lease, rent, assign, transfer or disclose it, or otherwise commercially exploit it (whether or not for charge);

(b) permit any use of any Subscribed Service or Documentation by any third party, including in connection with timesharing, service bureau or outsourced services, or make any Subscribed Service or Documentation (or any part) available to any third party (other than Authorised Affiliates for the Permitted Purpose);

(c) combine, merge or incorporate any Subscribed Service (or any part of it or any Application) into any other program or service, or create derivative works (in whole or in part);

(d) attempt to reverse engineer, observe, study, test the functioning of, or decompile the Applications or the Services (or any part); or

(e) use the Service or Application to store or transmit Viruses, infringing materials, libellous or unlawful material, or any material that violates third-party rights.

2.5 Licence assignment and Revocation Periods

(a) Where a Subscribed Service uses licence-based allocation to Encoder Instances, the Customer acknowledges that licence entitlements may be subject to minimum assignment lock periods to protect the integrity of the entitlement model and prevent abusive cycling of licences across Encoder Instances.

(b) Once a licence entitlement is assigned to an Encoder Instance, it may not be Revoked until the applicable Revocation Period has expired.

(c) Unless otherwise stated in the Documentation or Order Form, the Revocation Periods are:

(i) forty-five (45) days for a hardware encoder; and

(ii) thirty (30) minutes for a containerised encoder or mobile encoder instance.

(d) Any request to revoke a licence entitlement during the Revocation Period may be rejected or deferred until the Revocation Period expires.

(e) The Customer must not attempt to circumvent Revocation Periods in order to operate more Encoder Instances, inputs, or outputs than are covered by the licences purchased.

3. Authorised Users

3.1 The Customer must ensure only Authorised Users use the Subscribed Services and that such use is at all times in accordance with the Agreement. Authorised Users must, while they have access, be employees or contractors of the Customer or Authorised Affiliates.

3.2 The Customer must keep a list of all Authorised Users and notify Digital Barriers within two (2) Business Days of any updates required, including when Authorised Users cease to be employed/engaged and are no longer entitled to access. Where known in advance, the Customer must provide that information as soon as reasonably possible before the termination date, together with the date the person ceases to be an Authorised User.

3.3 The Customer must:

(a) be liable for the acts and omissions of Authorised Users and Authorised Affiliates as if they were its own;

(b) provide Authorised Users access only via the access method provided by Digital Barriers and not to anyone other than an Authorised User; and

(c) ensure each Authorised User (and Authorised Affiliate) is aware of and complies with the Customer’s obligations and restrictions under the Agreement, including those relating to Digital Barriers’ Confidential Information.

3.4 The Customer warrants that it, Authorised Users and anyone acting on its or their behalf (including systems administrators) will keep passwords and access details confidential and will not share them with any third party (or with other individuals except those with administration rights as necessary for use of the Service).

3.5 The Customer must (and must ensure Authorised Affiliates and Authorised Users) comply at all times with the Acceptable Use Policy and all other provisions of the Agreement.

3.6 If any password has been provided to an individual who is not an Authorised User, the Customer must, without delay, disable such password(s) and notify Digital Barriers immediately.

3.7 The Customer must comply (and ensure Authorised Affiliates and Authorised Users comply) with all applicable export laws and restrictions relating to the Services, the Customer Data and the Documentation, and must not export or re-export (directly or indirectly) or access/use them in any country/territory requiring an export licence or approval under UK, US, EU or member state laws without first obtaining such licence/approval. Without prejudice to Digital Barriers’ obligations under the Data Protection Addendum, the Customer is solely responsible for ensuring its access, importation and use complies with export and other laws.

3.8 Clauses 3.3 to 3.7 (inclusive) survive termination or expiry of the Agreement.

4. Support

4.1 Support Services will be available for each Subscribed Service for the duration of the respective Subscribed Service Period, to the extent and in the manner specified in the Documentation.

4.2 Digital Barriers will use reasonable endeavours to notify the Customer in advance of scheduled maintenance. The Customer acknowledges it may receive no advance notice for downtime caused by Force Majeure or emergency maintenance.

5. Fees

5.1 Fees and any other charges (including expenses) must be paid in accordance with the General Terms.

6. Customer Systems and Customer Data

6.1 Customer Data remains the property of the Customer or its licensors.

6.2 Except to the extent Digital Barriers has direct obligations under applicable data protection laws, the Customer acknowledges Digital Barriers has no control over Customer Data hosted as part of the Services and may not actively monitor or access the content of Customer Data. The Customer is solely responsible for the accuracy, quality, integrity and legality of Customer Data and for ensuring its use (including in connection with the Service) complies with applicable law and Intellectual Property Rights.

6.3 If Digital Barriers becomes aware of an allegation that Customer Data may not comply with the Acceptable Use Policy or any other part of the Agreement, Digital Barriers may permanently delete, remove or suspend access to Customer Data suspected of breach and/or disclose Customer Data to law enforcement authorities (without needing to consult the Customer). Where reasonably practicable and lawful, Digital Barriers will notify the Customer before taking such action.

6.4 Unless otherwise expressly agreed, Digital Barriers is not obliged to assist the Customer in extracting, transferring or recovering any data during or after the Service Period. The Customer is responsible for maintaining safe backups and copies of Customer Data, backing up regularly to meet its needs, and extracting Customer Data from each Subscribed Service prior to termination/expiry or cessation/suspension of any Services.

6.5 Digital Barriers may perform backups for its own business continuity purposes, but that does not make Digital Barriers responsible for Customer Data availability. To the maximum extent permitted by law, Digital Barriers is not responsible for loss of availability, corruption or damage to Customer Data (including in negligence).

6.6 Unless otherwise set out in the Order Form or agreed in writing, the Customer instructs Digital Barriers to securely dispose of Customer Data (and copies) within 30 days of the earlier of the end of the Services (or relevant part) relating to processing of that Customer Data, except where UK law requires retention. Digital Barriers has no liability for deletion/destruction carried out in accordance with the Agreement, and may charge the Customer reasonable expenses incurred in providing data under this clause.

6.7 Licensing metadata and customer video

Where the Services include cloud licensing or entitlement management, any data held for that purpose is administrative and entitlement metadata. Customer video content is not stored in the licensing service. Processing of any personal data (if any) within such metadata is governed by the Data Protection Addendum.

7. Suspension

7.1 Digital Barriers may suspend access to the Services (or any part) for all or some Authorised Users if:

(a) Digital Barriers suspects misuse of the Services or a breach of the Agreement;

(b) the Customer fails to pay sums due by the due date and Digital Barriers has given ten (10) days’ notice prior to suspension; or

(c) suspension is required by law or by court/governmental/regulatory order.

7.2 Where suspension is due to suspected misuse/breach, Digital Barriers will investigate and may restore access or continue suspension at its discretion, without prejudice to termination rights under the General Terms.

7.3 For non-payment suspensions, access will be restored promptly after Digital Barriers receives payment in full in cleared funds.

7.4 Fees remain payable during any suspension period notwithstanding that the Customer, Authorised Affiliates or some/all Authorised Users may not have access.