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TERMS & CONDITIONS

TERMS & CONDITIONS

Terms & Conditions

March 2017

These are the standard terms of business for the provision of Services by Momento. 

BY CLICKING “ACCEPT” OR SENDING YOUR VIDEOS YOU ACCEPT THESE TERMS AND CONDITIONS.

Momento reserves the right to change these terms of business at any time without prior notice to you, so please check them regularly.

  1. Definitions
“Agreement” means the Momento Terms and any annexures or schedules to them;
“Customer” or “you” means the person contracting with Momento for the provision of the Services;
“Fee” means the fee paid by the Customer to Momento for the Services. The fee may on occasion be zero;
“Footage” means the video footage that you supply us with in order for us to create a Video for you;
“Momento Terms” means these terms of business as amended by Momento from time to time;
“Music” means the music that we may overlay on your Footage;
“Services” means the creation of a Video by Momento (with  or without) Music from Footage supplied by the Customer;
“Website” means momento.tv or any alternative or additional website through which the Services are provided.
  1. The Services

2.1. Momento will provide the Services to the Customer on, and subject to, the terms of this Agreement.

  1. Momento Obligations

3.1. Following the payment of the Fees by you we will:
3.1.1. download your Footage from the cloud
3.1.2. edit your Footage and add Music where appropriate;
3.1.3. provide you with a link to a watermarked version of the Video for your written approval;
3.1.4. upon receipt of your written approval, supply you with the final version of your Video;
3.1.5. following the final acceptance by you of your Video, we will delete all your Footage from our systems.

  1. Customer Obligations

4.1. You will:
4.1.1. Pay the Fees;
4.1.2. Send your Footage to us via either Dropbox, Google Drive, iCloud or similar;
4.1.3. Following receipt of the first version of the Video, approve, reject or suggest edits to the watermarked Video within 10 days of receipt. Following the expiry of the 10-day period, you will be deemed to have accepted the Video

  1. Momento Warranties 

5.1.  We warrant that we:
5.1.1. will keep your Footage confidential (see clause 9);
5.1.2. we will comply with data protection legislation (see clause 9);
5.1.3. will use your Footage for the purposes of the Services only;
5.1.4. will not broadcast the Footage without your explicit written permission;
5.1.5. have the right to use the Music for the purposes of supplying the Services; and
5.1.6. will provide the Services using all reasonable skill and care.

  1. Customer Warranties

6.1.  You warrant that the Footage:
6.1.1. does not constitute a breach of your contractual and/or fiduciary obligations or an invasion of privacy;
6.1.2. does not infringe on any third-party patent, trademark, trade name, corporate name, trade secret, copyright, publicity, or other proprietary or property rights;
6.1.3. is not unlawful, libelous, harmful, threatening, offensive, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, dangerous, inflammatory or racially, ethnically or otherwise objectionable in any manner;
6.1.4. does not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
6.1.5. does not promote any illegal activity;
6.1.6. will not be likely to harass, upset, embarrass, alarm or annoy any other person;
6.1.7. will not used to impersonate any person, or to misrepresent your identity or affiliation with any person; or
6.1.8. will not advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

  1. Copyright

7.1. Other than in respect of the Footage that the Customer has supplied to Momento, Momento shall, as between Momento and the Customer, own all copyright and any other intellectual property rights throughout the world subsisting in the contents of this Agreement and in all work produced by Momento in the course of provision of the Services in whatever form or media (including, without limitation, the content of the Website) (“Work“).

7.2. The Customer agrees that he/she may not copy or amend the Work or do or authorise any other act that may infringe or devalue Momento’s copyright or other intellectual property rights.

7.3. This Clause 7 survives the termination of the Agreement.

  1. Confidentiality and data protection

8.1. Both during and after the provision of the Services, both parties (and their employees, officers, consultants, officer and agents) shall keep confidential any information of the other party that is obtained in connection with the provision of the Services and that is clearly designated as ‘confidential’ or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.

8.2. The provisions of this clause 8 shall not apply to any information disclosed by a party (“Disclosing Party“) that:
8.2.1. is in, or comes into, the public domain (except as a result of a breach of these Momento Terms);
8.2.2. was already in the possession of the Disclosing Party at the time of its receipt from the other party;
8.2.3. is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it;
or
8.2.4. is required by law to be disclosed by the Disclosing Party.

8.3. Momento shall observe the requirements of the Data Protection Act 1998 and any other applicable data privacy legislation in relation to information regarding identifiable living individuals.

8.4. This clause 8 survives the termination of the Agreement.

  1. Terms and termination

9.1. The Contract will commence on the date of acceptance of the Momento Terms and shall continue in full force and effect until the Customer has accepted the Video.

  1. Limitation on liability

10.1. Subject to Clause 10.2, Momento’s liability arising under or as a result of the provision of the Services whether in contract, tort, breach of statutory duty or otherwise is limited to, and under no circumstances shall exceed, the Fees actually paid by the Customer to Momento for such Services.

10.2. Momento will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill of the Customer.

10.3. Any condition, representation or warranty that might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded.

  1. Force majeure

Momento has no liability to the Customer if Momento is unable to provide all or a part of the Services in accordance with the Agreement or otherwise as a result of circumstances beyond Momento’s reasonable control, including without limitation, war, strike, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, blockade, accident, natural catastrophe, disaster.

  1. Waiver

No delay, neglect or forbearance by either party in enforcing any provision of the Agreement shall be deemed to be a waiver or in any way prejudice any rights of that party.

  1. Rights of third parties

Nothing in the Agreement confers or purports to confer on any third party any right to enforce any of the terms of the Agreement.

  1. Governing law and jurisdiction

The Agreement is governed by and construed in accordance with the laws of England and Wales, and is subject to the exclusive jurisdiction of the English courts.

  1. Entire agreement

15.1. This Agreement constitutes the entire agreement between Momento and the Customer in relation to the Services, and supersede all earlier communications and shall not be modified in any way by any subsequent document, other than an amendment in terms of clause 15.2. Each party acknowledges that he/she has not relied on any commitment, representation or warranty in entering into the Agreement, other than those expressly set out in the Agreement.

15.2. Momento may amend the Agreement at any time and shall not be required to obtain the consent of, consult with or notify the Customer of any such amendment provided that he/she must detail the amendment, and draw attention to it, on the Website for a reasonable period after the amendment has been made.