Terms of Service

These Terms of Service govern your use of the website located at https://mave.io and any related services provided by mave.io.

By accessing https://mave.io, you agree to abide by these Terms of Service and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from using or accessing this website or using any other services provided by mave.io.

We, mave.io, reserve the right to review and amend any of these Terms of Service at our sole discretion. Upon doing so, we will update this page. Any changes to these Terms of Service will take effect immediately from the date of publication.

These Terms of Service were last updated on 19 March 2024.

Mave and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Whereas

  • Mave, a private limited company organized under the laws of the Netherlands, with its principal place of business in (3016 BM) Rotterdam at the Westplein 12, developed an EU hosted, privacy-focused video solution, called the Mave Suite, which contains the Mave Video PlatformMave Video Player and Mave Metrics;

  • Licensee is an organisation based in Europe and with an EU VAT number, which wants to offer End Users – such as employees, contractors or students – a digital solution to view and/or upload online videos as part of its own Tools, such as an intranet solution, eLearning software or a marketing website;

  • Mave, which expressly reserves its rights including Intellectual Property Rights, provides Licensee a license subject to the terms of these T&C, to implement the Mave Suite in its Tools which allows to End Users to view and/or upload online videos;

  • The EULA forms an integral part of these T&C.

It is agreed as follows:

Definitions

The following capitalized terms shall have the following meaning:


End User : A natural person, who is an External or Internal User, such as an employee, contractor or student, and who, in all cases, is licensed to use the Mave Suite as part of the Tool in accordance with the EULA;


EULA : End User License Agreement, available at https://mave.io/eula

External User : An End User who works outside the organisation of Licensee and who is not an Internal User, e.g. a personal who works for Licensee’s customer, and who is able to interact with Licensees Tool;

Intellectual Property Rights : Patents, registered and unregistered trademarks and service marks, domain names, registered designs and design rights, copyright (including such rights in computer software and databases), database rights and moral rights (in each case for the full period thereof and extensions, revivals and renewals thereof), applications for the foregoing and the right to apply for any of the foregoing anywhere in the world, and all similar rights anywhere in the world including those subsisting in inventions, designs, drawings, data, databases and computer programs;

Internal User : An End User who works for the organisation of Licensee, as an employee or a contractor, and who is able to access and/or interact with the Mave Suite and/or Licensee‘s Tool;

License Fee : The amount to be paid by Licensee, as specified in the table on the first page of these T&C;

Mave Metrics : Mave’s open-source video metrics Tool, made available via its Github repository;

Mave Suite : Mave’s suite of digital solutions which consist of the Mave PlatformMave Video Player and Mave Metrics. The applicable parts of the Mave Suite are specified in the table on the first page of these T&C;

Mave Video Platform : Mave’s digital video platform, a Platform software-as-a-service to which videos can be uploaded, among other things;

Mave Video Player : Mave’s open-source video player, made available Player via its Github repository;

Tool(s) : Any Tools, software, services and/or products created by Licensee and/or Internal Users which contain an implementation of the Mave Suite or otherwise interact with the Mave Suite and which is used by Licensee or offered to Licensee’s customers;

Trade Secrets and Know-How : Trade secrets and know how, as laid down in article 2 and Know-How of EU Directive 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information against their unlawful acquisition, use and disclosure.


Article 1: License

  1. Subject to the terms of these T&C and timely payment of the License FeesMave hereby grants Licensee a worldwide, temporary, sub-licensable to End Users, non-exclusive and non-transferable license as described in this Article. The non-transferable nature of the license has the consequence that any attempt by Licensee to assign its rights under these T&C shall have no legal effect.

  2. This license allows End Users to use the Mave Suite in accordance with the EULA.

  3. Licensee may implement the Mave Suite in its Tools, such as eLearning software or an online platform. In addition, the Tools may be used internally, for example as an intranet service within Licensee’s organisation, for Internal Users. Or externally, as a service for External Users such as Licensee’s customers or other persons outside Licensee’s organisation.

  4. This license is provided on a white label basis. This means that Licensee may provide its Tools commercially, where applicable, without an obligation to mention Mave as the provider of the Mave Suite.

  5. Uses other than those described above fall outside the scope of Mave’s license. Therefore, it is forbidden to publish, redistribute or re-sell the Mave Suite or parts thereof. Licensee understands that its Tools must avoid a potentially unlimited number of video uploaders. Therefore: It is necessary that Licensee and/or its customers have a contractual relationship with the End Users who are allowed to upload – in addition to the EULA – which enables legal control over the End Users, e.g. an employment contract or a services agreement; Licensee understands that members of the public who cannot be legally controlled due to a lack of a contract with those persons, e.g. citizens, may only view the videos made available via the Tools.

  6. Licensee shall not develop a Tool with the purpose of making videos available in breach of the Video Content Policy, as described in Article 2 of the EULA. In addition, Licensee shall not develop Tools which raise ethical, social or environmental concerns. This means, among other things, that Licensee shall refrain from the development of Tools aimed at customers active in one or more of the following areas: alcohol, drugs, gambling, pornography and/or obscenity, tobacco, weapons, politics, military, religion, quackery, conflict minerals, animal testing, factory farming, deforestation, or other activities which limit people’s individual rights and freedoms or violate human and/or animal rights.

  7. If it is not clear whether or not Licensee's intended use of the Mave Suite is allowed under these T&CLicensee shall consult Mave.

  8. These These T&C are without prejudice to the open-source licenses of the Mave Video Player and Mave Metrics. The provisions of those open-source licenses available at metrics license and components license remain unaffected.

Article 2: Further arrangements

  1. In order to prevent potential uploading End Users to use the Mave Suite in breach of these T&CLicensee ensures that End Users who are able to upload videos accept the terms as laid down in the EULA. This means that Licensee or Mave, as applicable and appropriate, need to point these End Users to the URL https://mave.io/eula and allow them to agree with the EULA, prior to their use of the ToolsParties can discuss how Licensee can provide the EULA in the most practical and legally binding manner.

  2. Licensee is obliged to make sure that any of its Tools have technical measures to prevent End Users or others to copy the Mave Platform. This also applies to the Mave Video Player and Mave Metrics, unless their respective open-source licenses allow copying.

  3. Licensee may reassign and reprovision End Users' rights to different End Users as long as this does not exceed the agreed maximum amount of End Users and to the extent this reasonably necessary in the normal course of operations. For example, in the case of reassignment or termination of an End User or if an End User no longer requires access to the Tool.

  4. In the event of a change of control of one of the Parties the following applies. Change of control means with respect to one Party any entity that, now or in the future, owns, or is owned by or is under common ownership with, such Party. For the purposes of this definition, “ownership” means control of more than a 50% interest of a Party’s entity or the ability to direct the actions of such Party’s entity according to the desires of the owning entity. In case of said change of control either Party reserves the right to terminate these T&C, without being liable to the other Party.

  5. Parties agree that each Party shall retain its right to audit  the other Party to verify compliance with these T&C. This right encompasses either Party’s right to access, review, and audit the books, records, and accounts of the other Party, to the extent these documents are relevant to these T&CThe auditing Party shall inform the other Party with 30 days notice about such audit, which can be performed by a third-party designated by the auditing Party. The access, audit, and review shall be reasonable as to scope, place, date, and time. Parties can discuss and agree on practical arrangements regarding the audit, for example with regard to the way it will be conducted. The auditing Party bears the costs of the audit. However, if the auditing Party or its designated third-party discover practices which the auditing Party deems to be a breach of these T&C, then the other Party bears the costs for the audit.

Article 3: Fees and payments

  1. The compensation to be paid by Licensee for the license and services described in these T&C – the License Fee – is specified in the table on the first page of these T&C.

  2. The License Fees are based on the pricing calculation model available at Mave’s website. Relevant factors for the calculation are the number of videos, websites, storage and bandwidth provided by the Mave Suite or parts thereof. The License Fee can be adjusted as an exception to the pricing calculation model, in case Licensee or a third-party designated by Licensee provides a Content Delivery Network (‘CDN’) that takes care of one of the calculation factors, such as bandwidth.

  3. Licensee is obliged to make the payments to Mave within 30 days after invoice delivery, unless Parties agree otherwise. If Licensee fails to pay within this term, then Licensee shall be obliged to – in addition to the outstanding amount – pay interest to Mave as stipulated by Article 6:119a of the Dutch Civil Code.

Article 4: Confidentiality

  1. Licensee acknowledges that the Mave Suite is part of Mave‘s Trade Secrets and Know-How.

  2. Licensee is obliged to materials in relation to the Mave Suite secret ("Confidential Materials"), and is not allowed to pass on these materials to third-parties, save to the extent necessary to perform these T&C or to the extent permitted in Article 2 of the T&C. Confidential Materials concern information about Mave’s working methods, pricing and quotations, licensing models, these T&C as well as other arrangements made between the Parties and/or Mave‘s Trade Secrets and Know-HowLicensee agrees to provide the necessary means to prevent unauthorized disclosure of such materials.

  3. Mave acknowledges and agrees that the content created by Licensee and its End Users under these T&C and the EULA is proprietary and confidential information of Licensee and is not allowed to disclose such content and developmental material to any third party, unless this is necessary to perform these T&C. The same applies to any other commercial, technical or financial information of Licensee and/or the End Users that Mave might receive or have access to under these T&C

Article 5: Intellectual Property Rights

  1. These T&C does not entail any transfer of any rights, including Intellectual Property Rights. Thus, nothing in these T&C constitutes a transfer of either Party‘s Intellectual Property Rights to the other Party or any third-party.

  2. Either Party expressly reserves its rights including Intellectual Property RightsEither Party owns all of its rights, titles and interests, including but not limited to Intellectual Property Rights, and for Mave in and to the Mave Suite. Exceptions for text and data mining do not apply.

  3. Unless agreed otherwise or permitted under the T&CLicensee and/or the End Users may not reverse engineer, decompile or otherwise (attempt to) extract the individual works or elements of Mave Suite to compile copies of (a part of) the Mave Suite.

  4. Articles 5.2 and 5.3 apply to the Mave Video Player and Mave Metrics, unless their respective open-source licenses allow the aforementioned actions such as data-mining and reverse engineering.

Article 6: Warranties and responsibilities

  1. The Mave Suite is provided "as is" without Mave’s warranty of any kind, either express or implied, including – but are not limited to – any implied warranty against infringement of third-parties rights including but not limited to Intellectual Property Rights, or any other warranties of merchantability and fitness for a particular purpose. Mave is not responsible or liable for conduct of omissions by End Users or others, including the contents of the videos available via the Mave Suite and related information such as video descriptions. Nor is Mave responsible or liable for third-party software, such as Webflow or other third-party integrations. Furthermore, Licensee understands that any metrics provided via the Mave Suite, such Mave Metrics, are an indication of the measured information.

  2. Mave cannot guarantee whether or not updates or upgrade of the Mave Suite will be deployed. Mave may provide but shall have no obligation for updates, upgrades, the installation, technical support and/or maintenance of the Mave Suite towards Licensee. Any support, if applicable, only applies to the latest version of the Mave Suite or parts thereof.

  3. Licensee is not entitled to updates or upgrades by Mave in relation to its Tool, only to applicable features as communicated on Mave’s website. If Licensee has any specific wishes or feature requests, it will contact Mave and Parties will explore whether or not sperate arrangements are possible and under which conditions, including pricing. Licensee warrants that its activities that involve the Mave Suite or parts thereof, such as its Tool, comply with applicable laws. These laws may include the Data Services Act, the EU E-Commerce Directive 2000/31/EC, the Dutch Civil Code, the General Data Protection Regulation, consumer regulations and the Digital Markets Act.

  4. Licensee is responsible for the communications with End UsersMave does not reply to comments or questions from End Users, other than Internal Users who are part of Licensee’s development team that builds the Tool.

  5. Licensee understands that any videos uploaded or created in relation to the Mave Suite, should not violate the Video Content Policy as laid down in Article 2 of the EULA. If Licensee becomes aware of violations, it should act accordingly by deleting the video which is in breach of the Video Content Policy or by disabling access to it. Licensee shall ban End Users from using the Mave Suite or parts thereof who are repeat offenders of the Video Content Policy.

  6. Mave shall not monitor any content or videos as part of the Mave Suite, nor does it actively seek facts or circumstances indicating illegal activity by End UsersMave does not perform actions in relation to videos, such as editing or deleting videos, unless it is legally obliged to do so.

  7. Mave shall not train artificial intelligence models based on videos uploaded by End Users.

Article 7: Liability and indemnification

  1. As stated in Article 6.1, the Mave Suite is made available without any warranty of any kind. Consequently, Mave is not liable towards Licensee for any damages in relation to these T&C and/or the Mave Suite. The entire risk as to the use, quality, and performance of the Mave Suite, whether or not implemented in the Tool, is with Licensee and End Users.

  2. The Parties will not be liable for any indirect loss, claim or damage, or any (if applicable) punitive, special, incidental or consequential damages of any kind (including but not limited to lost savings or loss or corruption of data); or any loss of profit (whether direct or indirect), in each case whether based in contract, tort (including negligence), strict liability, or otherwise which arises out of or is in any way connected with any use of the Mave Suite or these T&C, even if such Party has been forewarned of the possibility of such loss or damage.

  3. If the limitations of liability as stipulated in Articles 7.1 – 7.2 are ruled in a court of law unreasonable or onerous, then the Parties’ liability is explicitly limited to the amount paid by its insurance company, if covered. In any case, the Parties’ total liability is limited to the equivalent of a yearly License Fee, irrespective of the amount of damaging events and irrespective of the duration of the damaging event(s). This total liability cap also applies to the Parties’ indemnification obligations as set forth in Articles 7.5 and 7.7.

  4. Nothing in these T&C limits or excludes Mave’s liability for death or personal injury intentionally caused by their management or due to their negligence, willful misconduct or deliberately reckless management and any other liability which may not by law be limited or excluded.

  5. Indemnification for IP Infringement Claims: In the event that a third party successfully asserts a claim before a competent court against Licensee or the End Users alleging that the use of the Mave Suite infringes upon their Intellectual Property Rights, Mave agrees to indemnify and hold Licensee harmless from and against any loss, damage, cost, liability, or expense (including reasonable legal fees) incurred by Licensee in defending against such claims. Mave's indemnification obligation is subject to Licensee promptly notifying Mave in writing of any such claim, providing Mave with sole control over the defense and settlement of the claim, and cooperating fully with Mave in such defense.

  6. In the event that the use of the Mave Suite is, or in Mave’s reasonable opinion may become, the subject of an Intellectual Property Rights infringement claim, Mave shall have the option, at its sole discretion, to either: (a) obtain for Licensee the right to continue using the Mave Suite; (b) replace or modify the Mave Suite to make it non-infringing while substantially preserving its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate these T&C and refund to Licensee any unused portion of the License Fee paid for the Mave Suite.

  7. Licensee shall indemnify and hold Mave harmless from and against any loss, damage, cost, liability or expense (including legal fees) as claimed by a third-party including End Users and Licensee's customers towards Mave in relation to any Tools and/or the Mave Suite or parts thereof.

Article 8: Changes

  1. Mave reserves the right to provide new terms of these T&C and the EULA.

  2. New terms of the T&C shall be provided to LicenseeLicensee shall be able to agree or decline to the terms as set forth in the changed or modified T&C. If Licensee declines the new T&C, then its End Users will be prohibited to continue to use the Mave Suite and the T&C terminates with immediate effect.

  3. No change to these T&C will be valid unless it is agreed by a duly authorized representative of both Parties.

Article 9: Term and termination

  1. These T&C and the license provided herein start on the date on the Effective Date after both Parties have signed the T&C. As agreed by the Parties, the license term for Mave Suite has an initial term of either one (1) month or one (1) year, unless stated otherwise by Mave.

  2. After expiry of the initial term, the license will be automatically extended by the same term (e.g. one (1) month or one (1) year), unless the agreement is terminated by one of the Parties by notice to the other Party, in which case the license terminates on the last date of the then-current term. In case of a yearly license, the Parties will observe a notice period of 1 month before the end of the then-current term.

  3. These T&C can be terminated by either Party with 30 days notice. If the T&C are terminated by Licensee or by Mave in case of Licensee’s breach of these T&C, then no refunds of the License Fees apply.

  4. Once the T&C have been terminated or expired, Licensee shall not use the Mave Suite, whether or not implemented in its Tool, or provide the Mave Suite to persons who were not End Users prior to the T&C’s date of termination. Licensee and its End Users are not required to destroy any videos or any other works, which were created or downloaded using the Mave Suite prior to the termination or expiration of the T&C. However, no Tools may further use the Mave Suite.

  5. Once the T&C has been terminated or expired, Mave’s obligations end in relation to the Mave Suite – where applicable – such as support or maintenance. This is without prejudice to Articles 4, 5, 6 and 7.

  6. These T&C can be terminated by either Party with immediate effect if the other Party materially breached the T&C, without being liable to the breaching Party. A breach of Articles 1 (’License’) and 5 ('Intellectual Property Rights') of these T&C will constitute a material breach. This termination shall not prevent the terminating Party from claiming any further damages.

  7. Without any requirement of notice and with immediate effect, either Party may terminate these T&C in the event that the other Party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors.

  8. Any termination shall not relieve the Parties from their liability incurred before the termination date.

Article 10: Miscellaneous

  1. All provisions that are intended to survive the termination, by nature or because such has expressly been provided for in these T&C shall survive such termination. These provisions include, but are not limited to, provisions regarding: the License (Article 1), Obligation to have End Users who can upload videos accept the EULA (Article 2.1), Confidentiality (Article 4), Intellectual Property Rights (Article 5), Warranties and responsibilities (Article 6), Liability and indemnification (Article 7) as well as Applicable law and Competent Court (Article 13).

  2. If any provision of these T&C is held invalid or unenforceable, that provision will be reconstrued to ensure its validity and enforceability and at the same time reflect the Parties' original intent. Despite the invalidity or unenforceability of such provision, all other provisions will remain in full force and effect.

  3. If the Parties does not exercise or enforce any legal right or remedy, this will not constitute a formal waiver of their rights.

Article 11: Applicable law and competent court

  1. These T&C including the EULA shall be exclusively governed by the law of the Netherlands.

  2. In case of any dispute or difference between the Parties arising out of or in connection with these T&C, the Parties shall settle it by mutual T&C. Such effort shall be deemed to have failed when one of the Parties so notifies the other in writing, including by e-mail. In that case, each Party may initiate proceedings before the competent court in Rotterdam, The Netherlands.

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