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Terms and Conditions

1. PLEASE READ THIS AGREEMENT CAREFULLY

  • 1.1   By using the Mavis website at www.mavis.cloud (the “Website”) and / or the Mavis Broadcast Platform web portal (hub.mavis.cloud) and mobile applications (the “Platform”), you agree to these terms and conditions (this “agreement”) which will bind you. If you do not agree to the terms of this agreement, you will not be able to access the Platform.
  • 1.2   Where a capitalised term is used in this agreement and not defined in clauses 1-18, it shall have the meaning given to it in clause 19.

2. WHO WE ARE AND WHAT THIS AGREEMENT DOES

  • 2.1   We are Mavis Broadcast Limited (registered number 11212980 and with registered offices at 18 Ferry Road, London, England, SW13 9PR) (“Mavis”, “we”, “us”, “our”). We are the owners and operators of the Website and the Platform.
  • 2.2   This agreement is made between us and (i) where you are a business customer, the company you represent, or (ii) where you are a consumer, you (“you”, “your”).
  • 2.3   Under this agreement, we licence you to use the Platform and any updates or supplements to it.
  • 2.4   There are other terms that apply to your use of the Platform and Website. These include the Privacy Policy www.mavis.cloud/privacy-policy and additional terms of the storefront from which you downloaded the Platform. Those store terms are controlled by a third party and there may be differences between those terms and this agreement.

3. SUPPORT AND CONTACTING US

  • 3.1   If you want to learn more about the Platform or have any problems using it please take a look at the Support section support.mavis.cloud on the Website.
  • 3.2   If you think the Platform is faulty or misdescribed or wish to contact us for support regarding the Platform via the Support Desk on the Platform. For more general enquiries, please email us at [email protected].
  • 3.3   If we have to contact you we will do so by email, using the contact details you have provided to us.

4. WE DON’T GIVE BUSINESS CUSTOMERS ALL THE SAME RIGHTS AS CONSUMERS

  • For example, we don’t compensate business users in the same way for losses. Where a term applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.

5. WEBSITE USE

  • 5.1   We may update the Website from time to time. We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Website at any time.
  • 5.2   The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up to date.
  • 5.3   You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Website or any services provided via, or in relation to, the Website (including the Platform).

6. PLATFORM LICENCE AND RESTRICTIONS

  • 6.1   In return for your agreeing to comply with this agreement and the payment by you of any applicable Fees:
    • 6.1.1 we grant you a non-exclusive, non-transferable, non-sublicensable licence to permit Authorised Users to access and use the Platform during the Billing Period and solely in connection with the Permitted Purpose, subject to the Usage Limits, and in accordance with the terms of this agreement;
    • 6.1.2 download the Platform on to your mobile device and view, use and display, and permit your Authorised Users to view, use and display, the Platform on such device; and
    • 6.1.3 receive and use any free supplementary software code or update of the Platform incorporating “patches” and corrections of errors as we may provide to you,
      in accordance with the Permitted Purpose and the restrictions set out in this agreement.
  • 6.2   You agree that you will:
    • 6.2.1 only use the Platform for the Permitted Purpose;
    • 6.2.2 comply with the reasonable instructions of Mavis;
    • 6.2.3 not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person without prior written consent from us;
    • 6.2.4 not copy the Platform, except as part of the normal use of the Platform or where it is necessary for the purpose of back-up or operational security;
    • 6.2.5 not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform on devices as permitted in this agreement;
    • 6.2.6 not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things; and
    • 6.2.7 comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform.
  • 6.3   Your use of the Platform is subject to both (i) the storage and usage limits set out in the package you have purchased (the “Usage Limits”) and (ii) our fair usage policy (“Fair Usage Terms”). You agree to ensure that your use of the Platform is reasonable and non-excessive, in compliance with the Usage Limits, and does not adversely affect the experience of other users or the overall operation of the Platform. We reserve the right to take action against you if we become aware that you are exceeding the Usage Limits or otherwise violating the Fair Usage Terms. We may:
    • 6.3.1 contact you and require that you to cease or alter your behaviour/actions which have resulted in use outside of your Usage Limits immediately; or
    • 6.3.2 immediately suspend, modify, restrict, block access to or limit your use of the Platform, and notify you in writing that we have done so.
    • If you repeatedly breach this clause after such notice, we may, without notice, permanently end your rights to use the Platform in accordance with clause 16.
  • 6.4   Where you provide or make available any aspect of the Platform or any Output to a third party, you: (a) shall (in the case of the Platform) only be entitled to do so where expressly permitted under this agreement; (b) do so at your own risk and are solely responsible for all arrangements with that third party and for any use of the Platform or the Outputs by that third party; and (c) shall indemnify and hold Mavis harmless against any losses, liabilities, damages, costs or expenses arising from or in connection with any claim made by that third party against Mavis in connection with this agreement.
  • 6.5    You are liable for all acts and omissions of your Authorised Users.

7. YOUR OTHER OBLIGATIONS

  • 7.1   You shall:
    • 7.1.1 comply with all applicable laws with respect to your obligations under this agreement;
    • 7.1.2 obtain and shall maintain all necessary licences, clearances, consents, approvals and permissions necessary for: (i) you and, where applicable, your Authorised Users to receive the Platform and perform their obligations under this agreement; and (ii) the use by Mavis of Your Materials and the Outputs in the performance of our obligations and exercise of our rights under this agreement;
    • 7.1.3 be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to the Platform, and Mavis shall not be liable for any problems, conditions, delays, delivery failures or any other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; and
    • 7.1.4 at all times act in good faith towards Mavis and not make any defamatory or derogatory statements about, or take part in any activities in any manner which might be considered to be derogatory or detrimental to the reputation of Mavis.

8. ACCEPTABLE USE

  • 8.1   Your use of the Platform is subject to your compliance with the acceptable use provisions set out in this clause 8 and you agree you will comply with them.
    Prohibited use
    8.2   You may not use the Platform:
    • 8.2.1 In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
    • 8.2.2 For the purpose of harming or attempting to harm minors in any way.
    • 8.2.3 To bully, insult, intimidate or humiliate any person.
    • 8.2.4 To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out in clause 8.3.
    • 8.2.5 To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
    • 8.2.6 To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
    • 8.2.7 To upload terrorist content.
    • 8.2.8 To collect or harvest any information or data from the Platform or attempt to decipher any transmissions to or from the servers hosting the Platform.
      Content standards
  • 8.3   Your Materials and any Outputs must not:
    • 8.3.1 Be defamatory of any person.
    • 8.3.2 Be obscene, offensive, hateful or inflammatory.
    • 8.3.3 Bully, insult, intimidate or humiliate.
    • 8.3.4 Promote sexually explicit material.
    • 8.3.5 Include child sexual abuse material.
    • 8.3.6 Promote violence.
    • 8.3.7 Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
    • 8.3.8 Infringe any copyright, database right, trade mark, or other intellectual property of any other person.
    • 8.3.9 Be likely to deceive any person.
    • 8.3.10 Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
    • 8.3.11 Promote any illegal content or activity.
    • 8.3.12 Be in contempt of court.
    • 8.3.13 Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
    • 8.3.14 Be likely to harass, upset, embarrass, alarm or annoy any other person.
    • 8.3.15 Impersonate any person or misrepresent your identity or affiliation with any person.
    • 8.3.16 Give the impression that they eminate from us, if this is not the case.
    • 8.3.17 Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
    • 8.3.18 Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.

9. INTELLECTUAL PROPERTY RIGHTS

  • 9.1   Mavis owns and shall retain ownership of all Intellectual Property Rights in and to the Website and the Platform and any and all data and know-how obtained or developed in connection with the provision of Website and the Platform, including any feedback/comments provided by you or on your behalf in relation to the Platform. You hereby acknowledge that you do not, other than as expressly stated in this agreement, obtain or claim any right, title or interest in or to (including any right to use) the Platform or such data, know-how or feedback/comments.
  • 9.2   As between the parties, you own and shall retain ownership of all Intellectual Property Rights in and to Your Materials and the Outputs and you hereby grant to Mavis a worldwide, royalty-free, fully paid-up, non-exclusive licence to copy, reproduce, adapt, edit and otherwise use Your Materials and the Outputs to the extent reasonably required for the provision and development of the Platform and related support services. Mavis hereby acknowledges that it does not, other than as expressly stated in this agreement, obtain or claim any right, title or interest in or to (including any right to use) Your Materials or the Outputs.
  • 9.3   You warrant that Your Materials and the Outputs (and their use by Mavis in accordance with this agreement) do not and will not infringe the rights (including Intellectual Property Rights) of any third party. You shall indemnify and hold Mavis harmless against any losses, liabilities, damages, costs, expenses or other claims arising from or in connection with any breach of this clause 9.3.

10. FEES AND PAYMENT

  • 10.1   The Fees will be charged to your Payment Method on the specific payment date indicated on your account page in accordance with your Billing Period. The length of your Billing Period will depend on the type of subscription that you choose when you signed up for the paid service. You authorise us to charge the Payment Method to pay the applicable Fees.
  • 10.2   Your Billing Period will automatically renew upon expiry unless you inform us that you wish to cancel in accordance with clause 16.3. We will give you notice prior to the expiry of your then-current Billing Period.
  • 10.3   We may increase the Fees at the end of your Billing Period. We will give you notice prior to the date the increase will take effect. You have the right to terminate this agreement upon receipt of such notice in accordance with clause 16.3.
  • 10.4   If you fail to pay any portion of the Fees by the applicable due date, Mavis may (without prejudice to any other rights and remedies available to it):
    • 10.4.1 suspend provision of the Platform until the relevant Fees are paid; and/or
    • 10.4.2 charge interest on the unpaid amount (after as well as before any judgment) from the due date until payment is received (both dates inclusive) at the rate of 4% above the base rate of Barclays Bank plc from time to time, such interest to be calculated on a daily basis and payable on demand.
      10.5 All amounts payable by you pursuant to this agreement shall be made without any deduction, withholding, counter-claim or set off.
  • 10.6   From time to time, we may offer the Platform for a trial period free from Fees (a “Free Trial Offer”). The period of the free trial will be specified in the applicable Free Trial Offer and will commence from the moment that you activate such trial period (the “Free Trial Period”). We will notify you upon the expiry of the Free Trial Period and give you the option to continue using the Platform on a paid-for basis. If you decide that you do not want to become a paying user of the Platform upon the lapse of the Free Trial Period, you have to terminate your use of the Platform and delete if from your device. You may only use a Free Trial Offer once. We reserve the right, in our absolute discretion, to withdraw or modify a Free Trial Offer at any time without prior notice and with no liability.

11. CHANGES TO THE PLATFORM

  • 11.1   From time to time we may automatically update the Platform to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the Platform for these reasons.
  • 11.2   If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Platform.

12. CHANGES TO THIS AGREEMENT

  • 12.1   We may need to change this agreement to reflect changes in law or best practice, to deal with additional features which we introduce, or other business changes.
  • 12.2   We will give you at least 30 days’ notice of any change by sending you an email with details of the change.
  • 12.3   If you do not accept the notified changes you will not be permitted to continue to use the Platform.

13. CONFIDENTIALITY

  • 13.1   In this Clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential. Confidential Information includes the terms of this agreement and the Platform and excludes any information which:
    • 13.1.1 is or becomes publicly known other than through a breach of this agreement;
    • 13.1.2 was in the receiving party’s lawful possession before the disclosure;
    • 13.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
    • 13.1.4 is independently developed by the receiving party and that independent development can be shown by written evidence; or
    • 13.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  • 13.2    Each party will hold the other party’s Confidential Information in confidence and not make the other party’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither party will use the other party’s Confidential Information for any purpose other than the implementation of this agreement.
  • 13.3   Each party will take all reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its directors, employees, representatives, agents and sub-contractors in breach of the terms of this agreement.

14. DATA PROTECTION

  • 14.1   How we use any personal data you give us is set out in our Privacy Policy www.mavis.cloud/privacy-policy.
  • 14.2   You warrant that your provision of any personal data to Mavis in connection with this agreement (including the provision of any personal data to Mavis by an Authorised User) is made in compliance with all applicable laws and the processing and use of such personal data by Mavis as envisaged under this agreement shall not cause Mavis to breach any applicable law or infringe the rights of any third party. You further warrant that where you provide the personal data of any other person, you have all necessary authority and permission to provide it to Mavis and that you have informed such person that their personal data will be used for these purposes by third parties including Mavis.

15. FAIR USAGE TERMS

  • 15.1   Scope and Purpose
    • 15.1.1 The Platform is intended to be used in a way that is fair, reasonable, and consistent with the service levels and resources made available to you.
    • 15.1.2 These Fair Usage Terms are designed to ensure that all users can access and use the Platform effectively without disruption or excessive strain on our resources.
  • 15.2   Prohibited Activities
    • 15.2.1 Excessive Use: You may not engage in activities that cause unusually high levels of traffic, data requests, or storage beyond what is reasonably expected for typical usage under your plan.
    • 15.2.2 Automated or Programmatic Access: You may not use bots, scripts, or other automated methods to systematically access or exploit the Platform in a manner that exceeds or circumvents normal usage patterns.
    • 15.2.3 Resource Abuse: You may not use the Platform in any way that disrupts, degrades, or otherwise negatively affects the functionality or performance for other users or for our systems.
    • 15.2.4 Unauthorized Sharing: You may not share, resell, or otherwise allow unauthorized third parties to use the Platform through your account in a manner inconsistent with your purchased usage limits or subscription level.
  • 15.3   Usage Monitoring
    • 15.3.1 We reserve the right to monitor your usage of the Platform to ensure compliance with these Fair Usage Terms and the Usage Limits set out in your purchased plan.
    • 15.3.2 We may employ technical measures to track bandwidth, storage, or other metrics to detect excessive use or potential violations of these terms.
  • 15.4   Amendments and Updates
    • 15.4.1 We may update or amend these Fair Usage Terms from time to time to reflect changes in our business practices or legal obligations.
    • 15.4.2 Where possible, we will provide prior notice of significant changes, and your continued use of the Platform after the effective date of any update constitutes your acceptance of the revised terms.

16. ENDING THIS AGREEMENT

  • 16.1   We may terminate this agreement and your use of the Platform with immediate effect by giving you notice in writing if you:
    • 16.1.1 commit any material breach of this agreement, which is not remedied within 30 days of written notice from the non-breaching party to the breaching party;
    • 16.1.2 breach clause 6.3; or
    • 16.1.3 suffer an Insolvency Event.
  • 16.2   We may also terminate this agreement and your use of the Platform at any time without cause with immediate effect. We may do this if we are closing the Platform entirely, for example. If we exercise this right, we will refund you any prepaid Fees up to the effective date of termination.
  • 16.3   You may terminate this agreement and your use of the Platform at any time by contacting us to close your account at the end of your current Billing Period. At the end of the current Billing Period, we will delete your account and any content you have stored on the Platform. You should then remove the Platform from your device. If you exercise this right, you will not be entitled to a refund of any prepaid fees up to the end of the current Billing Period.
  • 16.4   If you are a consumer user, you have a legal right to change your mind. You have 14 days after the date we confirm your order to change your mind about a purchase, but you lose the right to cancel any service, when it’s been completed (and you must pay for any services provided up the time you cancel). If you change your mind, contact our customer service team and the address set out in clause 3.2. We refund you as soon as possible and within 14 days of you telling us you’ve changed your mind. We refund to your Payment Method. We don’t charge a fee for the refund.
  • 16.5   Upon termination of this agreement for any reason you shall: (i) immediately cease to be entitled to use the Platform; (ii) delete or remove the Platform from all devices in your possession and immediately destroy all copies of the Platform which you have and confirm to us that you have done this; and (iii) within 30 days after the date of termination pay all outstanding Fees due to Mavis.
  • 16.6   Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
  • 16.7   Termination of this agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination.

17. LIMITATION OF LIABILITY

  • 17.1    You hereby acknowledge that complex software is never wholly free from defects, errors and bugs and relies on the availability of third-party services. Among other things, the operation and availability of the systems used for accessing the Platform, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Platform. Subject to the express provisions of this agreement, the Platform is provided on an “as is” basis and Mavis gives no warranty that the Platform will be uninterrupted or wholly free from defects, errors and bugs or that the information obtained by you will meet any particular requirements.
  • 17.2   The Platform has not been developed to meet your individual requirements. Please check that the facilities and functions of the Platform (as described on the Website) meet your requirements.
  • 17.3   Nothing in this agreement shall operate to exclude, limit or restrict either party’s liability for death or personal injury resulting from negligence or any fraud or fraudulent misrepresentation.
    Our liability to you if you are a consumer user:
  • 17.4   We are responsible for losses you suffer caused by us breaking this agreement unless the loss is:
    • 17.4.1 Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable).
    • 17.4.2 Caused by a delaying event outside our control. As long as we have taken the steps set out in the clause 18.3, we are not responsible for delays outside our control.
    • 17.4.3 Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply an update or by correctly following the installation instructions or having the minimum system requirements advised by us.
    • 17.4.4 A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in our liability to business users below.
      Our liability to you if you are a business user:
  • 17.5   Except as set out in this agreement and to the extent permitted under applicable law, all conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the Platform are excluded.
  • 17.6   Subject to clause 17.3, we are not liable to you for any loss of profit, revenue, data, goodwill, business opportunity or indirect or consequential loss or damage suffered by you.
  • 17.7   Subject to clause 17.3, Mavis’s liability to you whether in contract, tort (including negligence) or otherwise arising out of or in connection with the Platform or this agreement shall not exceed the Fees paid by you to Mavis under this agreement in the 12 months prior to the date that such liability arises.

18. GENERAL

  • 18.1    This agreement (and any documents referred to herein) constitutes the whole agreement between you and Mavis and any other terms, conditions, performance criteria, guarantees or prior representations whatsoever (whether written or oral) shall be of no effect unless expressly incorporated herein. Each party acknowledges that it has not entered into this agreement in reliance on any statement or representation of the other party except to the extent that such statement or representation has been incorporated in this agreement. Nothing in this agreement shall limit or exclude either party’s liability for fraud or fraudulent misrepresentation.
    18.2   This agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in this agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.
  • 18.3   We shall not be liable for any failure to fulfil any of our obligations under this agreement insofar as such failure is due to a Force Majeure Event. In such circumstances, we shall notify you, and shall: (a) use all reasonable endeavours to overcome the Force Majeure Event; and (b) fulfil all of our obligations upon cessation of the Force Majeure Event. If we are prevented or materially hindered from satisfying a deadline as a result of a Force Majeure Event, such deadline shall be extended by the duration of the Force Majeure Event.
  • 18.4   You acknowledge and agree that Mavis may use the Outputs in its promotional and/or marketing materials and publicise that it is working with you.
  • 18.5   If any provision of this agreement (or any part thereof) is held to be illegal, void, invalid or unenforceable, the validity and enforceability of the remainder of this agreement in that jurisdiction shall not be affected.
  • 18.6   No failure to exercise by Mavis, nor any delay in the exercise by Mavis, of any right, power, privilege or remedy under this agreement shall impair, or operate as a waiver of, such right, power, privilege or remedy.
  • 18.7   The parties agree that a person who is not a party to this agreement has no right under The Contracts (Rights of Third Parties) Act 1999 (“Third Parties Act”) to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Third Parties Act.
  • 18.8   This agreement and any non-contractual obligations connected to it shall be governed by the laws of England. If you are a consumer then, wherever you live, you can bring claims against us in the courts of England and Wales and if you live elsewhere, you may also be able to bring claims against us in the courts of the country you live in (subject to local applicable laws). If you are a consumer, we can claim against you in the courts of the country you live in. If you are a business, you irrevocably agree to submit all disputes arising out of or in connection with this agreement to the exclusive jurisdiction of the courts of England and Wales.

19. Definitions and Interpretation

  • 19.1    In this agreement, the following terms shall have the following meanings:
    • Authorised Users means (i) for business users, your directors, employees, agents, contractors and other workers who are end users of the Platform, and (ii) for consumer users, you;
    • Billing Period means the time period for this agreement and payment of Fees you select when signing up for the Platform;
    • Fees means the fees payable for the Platform as notified by Mavis from time to time;
    • Force Majeure Event means all events beyond the control of the affected party including war, hostilities, invasion, riot, civil commotion, royal bereavement, strikes, compliance with any governmental (or other competent authority) order, rule, regulation or direction, lock-outs, epidemic, pandemic (including COVID-19), limitations on third party infrastructure, failure of a utility service or telecommunications network, fire, flood, storm or other natural catastrophe;
    • Intellectual Property Rights means any current and future intellectual property rights, including: (a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights; (b) all intangible rights and privileges of a nature similar, analogous or allied to any of rights listed in (a); and (c) in every case in any part of the world and whether or not registered, including in relation to any of rights listed in (a) and (b): (i) all granted registrations and all applications for registration; (ii) all renewals, reversions or extensions; (iii) the right to sue for damages for past infringement; and (iv) all forms of protection of a similar nature which may subsist anywhere in the world;
    • Insolvency Event occurs when a party: (i) ceases, or threatens to cease, to carry on the whole or a substantial part of its business; (ii) becomes unable to pay its debts as and when they fall due, makes an arrangement or composition with its creditors or goes into liquidation; (iii) is the subject of the commencement of any insolvency proceedings, the passing of a resolution for its winding up, the giving of a notice of appointment or intention to appoint an administrator or liquidator (which is not dismissed, withdrawn or set aside within 14 days after presentation); (iv) has an administrator, an administrative receiver or trustee appointed over all or any of its assets; or (v) where you are an individual, you are the subject of a bankruptcy petition, application or order;
    • Outputs means the materials (including audio-visual materials) and content that are generated by your use of the Platform;
    • Payment Method means the method of payment you provide to Mavis;
    • Permitted Purpose means the use of the Platform and its associated components, including the upload, editing and extraction of video by you;
    • Usage Limits has the meaning given to it in clause 6.3; and
    • Your Materials means all audio-visual material, data, content, documents and other materials in any form (whether owned by you or a third party), which are provided by or on behalf of you to Mavis in connection with the Platform or which are otherwise uploaded or incorporated by you or on your behalf into the Platform.
  • 19.2    The parties agree that:
    • 19.2.1 clause headings used in this agreement are inserted for ease of reference only and shall not affect construction;
    • 19.2.2 references to the word include or including (or any similar term) are not to be construed as implying any limitation; and
    • 19.2.3 references to statutory provisions or enactments shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision or enactment.