SERVICE LICENSE AGREEMENT
This license agreement (“Agreement) is a legal agreement between BCaster Oy (“BCaster” or “Licensor”) and you or a legal entity represented by you (“you” or Licensee”). By accessing, using, ordering, subscribing or otherwise utilizing the Service the Licensee accepts these terms and conditions to be binding upon the Licensee. This Agreement describes the terms and conditions that apply to the use of the Service by the Licensee. You may not access or use the Service unless you agree to abide all the terms and conditions in this Agreement.
1. Overview of the Agreement and the Service
This Agreement provides a general description of the Service that BCaster may provide to you. The Licensor has developed a technology platform (“Platform”) whereby Content Owners by using the User Interface for the Platform can record Content (including photographs, video clips and other user generated content) and upload it onto the Platform.
The Licensor provides a service (“Service”) whereas the Licensee is granted access to the Platform and uploaded Content via dashboard and is further granted a right to use the said Content without having to individually negotiate with Content Owners.
2. User account and registration rights
Before obtaining a right to use the Service you will need to register with BCaster by creating an account (“User Account”). Through creating the User Account you are granted with restricted right to use to the Service for the duration of 30 days for testing purposes (“Test Period”) after which or anytime during the test period you may obtain full rights to use the Service under the terms and conditions of this Agreement by subscribing the Service in accordance with Section 4 of this Agreement (“Subscription”).
For clarification, the terms under Sections 12 (Confidentiality), 11 (Intellectual Property Rights) and 15 (Dispute Resolution) shall not only apply to you during the Test Period but shall be binding upon you even after the Test Period has ended without finalization of a Subscription of the Service.
Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located within EU are eligible to create the User Account and to subscribe the Service described in this Agreement. BCaster may provide the Service to you or your affiliates outside of EU area under separate agreements. Please contact BCaster sales team at firstname.lastname@example.org . Please note that additional requirements or terms and conditions, such as the requirement for accepting standard contractual clauses as applicable under the Legislation, may be applicable to Licensees domiciled or using the Service outside of European Union.
You and the person(s) submitting the application for the User Account or subscription of the Service confirm that the person (“Representative”) submitting the application for User Account is entitled to represent the entity either under the law, representation based on position or by power of attorney, and is of legal age and has legal capacity to enter into the Agreement.
3. Service and access to the Platform
BCaster provides the Service to you at the rates and for the fees described on the pricing page or as specifically informed on the registration site (“License Fee”). BCaster has the right to revise the License Fee at any time with 30 days advance notice before the revision becomes applicable to you.
Subject to the Subscription to the Service the Licensor grants you a right to access and use the Platform for the purpose of offering the Platform to be used by Content Owners through your own application or website or through application provided by BCaster (“BCaster application”) and for management and utilization of the uploaded Content by you. Please note that the Content reviewed and accessed during the Test Period are protected against further use and are released to your use only if you subscribe to the Service.
The Platform features a camera functionality that is taken into use by adding a ready-to-use user interface (“User Interface”) to the Licensee’s application or website or by directly using BCaster application. The Content is uploaded through the User Interface or through BCaster application whereas the Content Owners simultaneously enter into a separate End-User License Agreement with the Licensor.
No license is granted to the source code of the Platform or its components and the Licensee shall not make any modifications to the source code of the Platform or its components provided to it by the Licensor. Furthermore, the Licensee shall not reverse engineer or otherwise render into human readable form the source code of the Platform or its components. All Intellectual Property to the Service or Platform not expressly transferred hereunder shall remain with the Licensor.
The Licensee may use the Content in their business activities and in connection with competitions, campaigns, events and other promotional activities (“Events”) in digital channels, including the Service. The Licensee shall be liable to agree on the right to use or otherwise exploit, including compensation for the use, the Content that is uploaded to the Platform in connection with the Licensee’s Events and by assignment from the Licensee.
If you are a non-profit organization offering primarily public services, school or other public service provider (“Public Service Provider”) you are not allowed to use the Content for Events or otherwise utilize the Content for other purpose than the public service you are providing, unless separately agreed otherwise with BCaster.
BCaster has the right to change or add to the terms of this Agreement at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on their website or the Service. BCaster will inform you of any changes through the dashboard, via email, or through other reasonable means. The changes will come into effect immediately or upon a specific date as informed on the notification. By continuing to use the Service you accept the amended terms of this Agreement. You can access a copy of the current terms of this Agreement on BCaster’s website or dashboard at any time.
4. Subscription and payment service
The Subscription of the Service and payment of the License Fee are made through BCaster’s service provider’s, Stripe Payments Europe, Ltd’s (“Stripe”), payment service (“Payment Service”). Additional terms and conditions may apply to using the Payment Service and Stripe may need to collect and process your personal data in order to finalize the Subscription, verify your payment of the License Fee or for other similar purposes. By subscribing to the Service, you accept and agree to the terms applicable to the Payment Service, which will form part of your agreement with BCaster. For clarification, BCaster does not have any liability over the data collected and processed by Stripe through the Payment Service or for any malfunctions, errors or other defects concerning the Payment Service.
5. Content License
After you have finalized the Subscription of the Service the Licensor grants the Licensee, for the duration of this Agreement, a royalty bearing, limited, revocable, non-exclusive license to the Intellectual Property vested in the Content, excluding trademarks unless otherwise agreed in this Agreement, for the purpose of utilizing the Content in the Licensee’s commercial activities, including but not limited to promotional and monetization purposes, and a right to display to third parties the Content uploaded through the Platform on the Licensee’s website and other media channels. The royalty for the Content is included in the License Fee.
For clarification, if you are a Public Service Provider the license is granted only for the purpose of offering and carrying out the public service you are providing and no Content is allowed to be utilized in commercial activities or otherwise made public, unless separately agreed otherwise with BCaster.
The Licensee does not have the right to sub-license or assign the Content or rights therein to third parties without prior express consent from the Licensor, and no other rights in the Content are granted except those expressly mentioned in this clause.
For the purpose of this Agreement “Content” shall mean various media files, including but not limited photographs, video clips and other user generated content, uploaded to the Platform by private persons (“Content Owner”) by using the Platform or functionalities of the Platform.
The Content and the Intellectual Property vested in the Content are owned by the Content Owners. The Licensor secures rights to use, including rights to sub-license to third parties, the Content from Content Owners though a separate End User License Agreement concluded between the Licensor and the Content Owners.
7. Trademarks and designs
BCaster trademark may be displayed on the Platform on the Licensee’s application or website in the following way: “powered by BCaster®”. In addition, the User Interface includes a design or logo of BCaster which shall be used in compliance with good business practices and in accordance with possible separate instructions by the Licensor. BCaster may limit or revoke your ability to use their trademarks at any time.
During the term of this Agreement, you may publicly identify us as the provider of the Service to you and BCaster may publicly identify you as a user of their Service. Neither you nor BCaster will imply any untrue sponsorship, endorsement, or affiliation between you and BCaster. Upon termination of your User Account, both you and BCaster will remove any public references to the mutual relationship from their respective websites.
All other rights to and title in the trademarks owned by each Party shall remain with that Party.
8. Licensee’s Obligations
The Licensee shall not use the Platform or the Content in breach of the licenses granted hereunder, or in breach of any other section of this Agreement, the applicable law or good business practice.
The Licensee shall notify third parties of the Content Owners in accordance with good business practice and applicable legislation in a manner that is deemed reasonable for the media in which the Content is used. Furthermore, the Licensee shall not remove, modify or hide any copyright notices or other indications of ownership, or remove, modify or hide any technical or other authentication markers included in or with the Content.
The Licensee shall without delay remove Content from its website and destroy any copies of the Content if, for example, it allegedly breaches Intellectual Property of third parties, personal data regulations or legislation or is in breach of other applicable laws or public morality. Furthermore, the Licensor shall have the right to remove any such Content from the Platform and/or the Licensee’s website without the Licensee’s consent.
9. Rights in Data
The Content Owners for the Content uploaded through the Platform contemplated hereunder shall enter into a separate End User License Agreement with the Licensor regarding use of the Platform. The Licensor shall agree with the Content Owners about Intellectual Property, rights in data and Personal Data, and rights to data relating to the Platform whereas right to use of the same shall remain with the Licensor except as provided below.
Notwithstanding the above, the Licensor shall secure from Content Owners the right for the Licensee during the term of the Agreement to process the contact details of the Content Owners that use the Platform for the purpose of communicating with Content Owners concerning the Licensee’s service and website. The Licensor shall provide the Licensee access to the said contact details expressly for these purposes.
In the event the Licensor during the term of the Agreement enters liquidation or bankruptcy or is otherwise unable to provide the Service in accordance with this Agreement, the Licensor undertakes to communicate with the Content Owners and to facilitate the transfer of their contact details to the Licensee in order for the Licensee to continue Processing the Personal Data of the Content Owners for the above purposes.
10. Processing of Personal Data and joint register
When processing Personal Data, you and BCaster reaffirm their commitment to comply with all applicable laws in relation to data protection, personal data and security, including EU Regulation 2016/679/EU (Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (“GDPR”)) and other applicable data protection, privacy or information security legislation, governmental regulations and other administrative provisions (domestic or international), hereinafter referred to as "Legislation".
For the purposes of this Agreement, "Personal Data" means personal data as defined in article 4 of the GDPR and "Processing" means, as defined in article 4 of the GDPR, any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Otherwise, the terms marked with a capital letter, shall be interpreted as they are determined by the Legislation or this Agreement.
While using the Service you may Process Personal Data of Content Owners. The purpose of the Processing of Personal Data is the implementation and delivery of Service to you and facilitating the use of the Content in marketing and other commercial activities or facilitating public services by you. The basis for the Processing is therefore the legitimate interest of BCaster and/or you (Article 6 of the GDPR).
Personal Data may be processed for advertising and marketing purposes if the Data Subject has given his or her consent for such processing and the Licensee is not a Public Service Provider. If the Licensee is a Public Service Provider the Personal Data may be used only for the purpose of offering and carrying out the public service the Licensee is providing and no Personal Data is allowed to be utilized in commercial activities or transferred to third parties. The prerequisite is that all Data Subjects, being Content Owners and having entered into a separate End User License Agreement with BCaster, have expressly given their consent to the processing of their Personal Data to advertising and marketing purposes.
The Processing of Personal Data may include information about the Content Owner in accordance with the following grouping:
- The name and email address or a pseudonymized ID of the Content Owner, and/or
- Content including photos and videos of the Content Owner or other Data Subject uploaded by the Content Owner to the Service.
You are granted access only to the Personal Data relating to the Content that has been uploaded through your website or application or BCaster application in accordance with this Agreement.
You and BCaster shall be responsible, as Controller and Joint Controller, where applicable, for the following matters on their own behalf:
- In all cases, any Processing of Personal Data is necessary for fulfilling the Parties’ legal obligations, enabling their business activities and providing or using the Service and the collection and Processing of Personal Data has been authorised under the Legislation or consents from the Data Subjects have been duly obtained and documented;
- Personal Data collected for a particular purpose is not used for any other purpose;
- Personal Data is processed lawfully, with diligence and in compliance with good computing practices and taking due care that the Processing of Personal Data does not limit the privacy protection or other basic rights securing privacy of a Data Subject without prejudice to the statutory criterion;
- The protection of Personal Data against unauthorised access to the data and accidental or unlawful destruction, alteration, disclosure, transfer or other unlawful processing is ensured at an appropriate level considering the nature of the Processing and the Personal Data and the current level of technology. This obligation also includes taking care of information security for all activities of each Party;
- All other matters under the responsibility of the Controller and Joint Controller under the Legislation.
You have the right to use subcontractors while processing the Personal Data obtained through the Service, excluding any commercial use, for instance selling the Personal Data, without prior written consent from BCaster. If you use subcontractors, you will ensure that each subcontractor is bound by an agreement covering at least the GDPR article 28 conditions for the Processing of Personal Data and possible standard contractual clauses, where applicable, to transfer of Personal Data.
The Personal Data stored on the Platform of the Service may, in the context of the provision and execution of the Service, be transferred outside of the EU and EEA, or processed outside the EU/EEA, in which case the transferring Party shall ensure that it has applicable standard contractual clauses or agreements in place as required by the Legislation.
If you transfer Personal Data outside of the EU/EEA area, the standard contractual clauses applicable at the time of your subscription shall apply become a binding part of this Agreement. You may view the standard contractual clauses here . Please note that if you are domiciled or collect and process Personal Data outside of EU area, additional terms and conditions may apply.
Each Party, to the extent required by its activities and status, shall be liable to implement and maintain appropriate operational, administrative, organisational, physical and technical measures to protect Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, in such a way that all Processing of Personal Data is in compliance with the Legislation.
Each Party, to the extent required by its own activities and status, shall keep up-to-date records of all Processing of Personal Data under this Agreement and shall restrict access to Personal Data only to its or its partners’ and subcontractors’ employees who have sufficient powers and training and a clearly defined need-to-know of the Personal Data and who are bound by appropriate confidentiality terms.
11. Intellectual Property Rights
For the purpose of this Agreement Intellectual Property shall mean copyrights, including the right to transfer the copyrights and the right to alter the works protected by copyright, patents, utility models, registered and unregistered designs, registered and unregistered trademarks, trade secrets and know-how, data and information, and other intellectual property rights, whether or not capable of registration, whether or not registered, and applications of any of the foregoing.
All rights to and title in the Service, Platform and related Intellectual Property, shall remain the sole property of the Licensor, except in so far as expressly assigned to the Licensee hereunder. Title to the Content remains with the Content Owners, whereas rights to the Content remain with the Content Owners and the Licensor to the extent where such rights have been transferred to the Licensor except as otherwise provided hereunder. For clarification, no Intellectual Property concerning the Content are assigned to the Licensee.
In this Agreement confidential information disclosed by either the Licensee or the Licensor (“Disclosing Party”) to the other party (“Receiving Party”) is referred to as “Confidential Information” and it means all proprietary and/or confidential information, including, but not limited to inventions, ideas, technical instructions, concepts, products, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, data, computer programs, marketing plans, customer names and other technical, financial or commercial information and intellectual properties, whether in written, oral, electronic or other tangible or intangible forms.
Each Party shall keep in confidence all Confidential Information received from the other Party and shall not disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than for the purpose of performance of its obligations under this Agreement. Notwithstanding the foregoing, the confidentiality obligation shall not be applied to any material or information which is generally available or otherwise public other than by a breach of this Agreement on the part of the Party receiving the confidential information. This obligation shall furthermore apply to employees of the Receiving Party, and to employees of a group company of the Receiving Party, and said Party shall be responsible for any breaches of Confidential Information by said group companies or employees as for its own.
13. Limitation of Liability
The Service is offered “as is” and “as available” and no specific results from using the Service are guaranteed. The Licensor is not liable for any direct or indirect damage or lost profit that can come from the usage of the Service, even when the Licensor has been notified of the possibility of such damage.
Neither Party shall be liable for indirect, consequential or punitive damages incurred by the other Party hereunder or for damage or sanctions relating to Personal Data breaches incurred by the other Party hereunder.
Due to the nature of the Service, the Service or Platform may be updated from time to time, or functionalities may be added or removed without prior notice. BCaster does not take responsibility over any harm that may be caused to you due to updates or other disruptions in the Service.
Neither Party will be liable for any delays in processing or other non-performance caused by telecommunications, utility, failures, or equipment failures or any other event over which the respective Party has no reasonable control.
14. Term and Termination
This Agreement is effective upon the date you first access or use the Service and continues until terminated by you or BCaster. You may terminate this Agreement by closing your User Account through the Platform and ceasing to use the Service. If you use the Service again, you are consenting to this Agreement and any amendments made to the Agreement.
BCaster may terminate this Agreement or close your User Account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of BCaster, its trademark or Service) by providing you advance notice 10 days prior to the effective date of the termination.
During the term of notice, you shall solely be liable for saving or uploading any Content or other information necessary for your future use of the Content. BCaster does not guarantee that any Content, information or data accessed through your User Account would be saved or accessible after the termination of this Agreement or closure of your User Account.
Upon termination of this Agreement you shall immediately cease to use or provide to third parties the Platform and Content. Your obligation to pay any pending and unpaid License Fees shall survive the termination of this Agreement.
In case of your material breach of this Agreement the termination BCaster shall have the right to terminate this Agreement with immediate effect whereas your right to upload or use any Content through your User Account ceases accordingly.
15. Governing Law and Dispute Resolution
This Agreement shall be governed by Finnish legislation, excluding its provisions on the conflict of laws.
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one, the place of arbitration shall be Helsinki, and the language of arbitration shall be English.
16. Contact Details and Support
If you have any questions or complaints relating to the Service, please contact our support team at email@example.com .