Definitions

Last updated: 3 May, 2023

The following terms shall have the following defined meaning in the Contract:

Acceptable Use Policy
the Acceptable Use Policy set out in Schedule 4 as may be amended by us from time to time upon written notification to you;

Add-Ons
functionality set out in an Order Form and which is purchased in addition to the main subscription.

Authorised Users
any individual being your employees, agents, independent contractors, customers or someone else, who you authorize to use the Seenit Platform under your Subscription. This includes Studio Users and Contributors;

Beta Service
a new service or functionality of Seenit offered through the Seenit Platform, which is still in development;

Business Days
a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

Change Order
is a document setting out the proposed changes to the Services and the effect that those changes will have on (i) the existing Fees; and (ii) any other term;

Commencement Date
The date stated as the “Commencement Date” in an Order Form;

Confidential Information
information (whether or not recorded in documentary form or stored on any magnetic or optical disk or memory) relating to either our or your business, products, affairs, customers, clients, suppliers, finances or trade secrets including, without limitation, technical data and know-how relating to the business or any business contacts and any other information which by its nature and/or designation is confidential. 

Content
materials, photos, images, recordings, videos, text, meta data, music, graphics and any other media capable of being collected or created on the Seenit Platform;

Content Licence
a content licence from your Authorised Users granting you and us rights to use Customer Content,  which will be drafted on the basis of the template set out in Schedule 6 unless we agree with you to modify such template;

Contract
these Terms (including the Schedules), the Professional Services Addendum (when applicable) and each Order Form;

Contributor
a person who uploads Content  to the Seenit Platform;

Customer Content
all Content created, edited and/or uploaded by Authorised Users in Customer’s Seenit Studios and/or otherwise stored in Customer’s Seenit account. This includes Edited Content;

Customer
You as further described in an Order Form;

Documentation
documentation such as our online training materials which relates to the Seenit Platform and/or Seenit Media;

DPA
the data protection schedule set out in Schedule 5 of this Contract;

Edited Content
Content which (i) any of your Studio Users have edited in the Seenit Studios, (ii) you may edit off the Seenit Platform before uploading back in the Seenit Platform, and (iii) we edit on your behalf pursuant to Professional Services;

Extended Subscription Period
has the meaning ascribed to it in clause 17)b); 

Fair Usage Limits
1Tb of uploads per calendar month and 5Tb of bandwidth per calendar month, which may be modified by Seenit from time to time upon prior written notification to you;

Fees
the Subscription Fees, the Professional Services Fees and any other fees set out in an Order Form (and applicable Change Order);

Initial Subscription Period
the initial term as set out on the online Order Form;

Intellectual Property Rights
copyright and related rights, patents, rights to inventions, trade marks, service marks, design rights, database rights, trade or business names, domain names, right in get-up, goodwill and know-how and all other intellectual property rights whether registered or unregistered and including any application for these rights, and similar or equivalent rights or forms of protection which subsist or will subsist in any part of the world;

Order Form
the online order form between Seenit and you (i) setting out your choice of Subscription and, where applicable Professional Services, (ii)_the applicable Fees, (iii) in case of Professional Services, the Statement of Work applicable to those Professional Services, (iv) which incorporates these Terms to form the Contract; and (v) which may be amended from time to time by a Change Order;

Permitted Purpose
1. usage to brief Contributors, create, edit, collate and/or manage Customer Content; and
2. host Customer Content created by Authorised Users with the Seenit Platform;

Professional Services
any Content editing services, Content production services,  training services or other professional services, that may be provided by Seenit on your request and which are set out in an Order Form;

Professional Services Addendum
the terms that specifically apply to Professional Services provided by Seenit to you as set out in Schedule 8;

Representatives
means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers;

Schedule 1
Definitions

Schedule 2
Service Level and Support Schedule

Schedule 3
Seenit Platform Description

Schedule 4
Stellar Acceptable Use Policy

Schedule 5
DPA

Schedule 6
Content Licence

Schedule 7
Beta Services

Seat
a single user instance  who is granted access to a Seenit Studio. There are different types of Seats with different access rights and subject to different prices;

Seenit Media
the music, images, typefaces, graphics, and other content made available by Seenit in the Seenit Studio and which can be edited into the Content;

Seenit Studio
an instance of the Seenit Platform which is used by the Customer through its Studio Users. The number of Seenit Studios accessible by you is defined by your Subscription;

Services
the Subscription Services, the Support Services, the Beta Services and any ordered Professional Services, as set out in an Order Form;

Seenit Platform
the online technology (including the Seenit Studio), to which you are given access by Seenit as part of the Services;

Subscription Services Description
Seenit’s overview of the technology functionalities and securities of the Seenit Platform set out in Schedule 3 and as may be amended from time to time;

Seenit Platform Terms of Use
the terms of use made available, and applicable, to any and all Authorised Users of the Seenit Platform, and which may be modified by Seenit from time to time upon written notification to you;

Service Levels
the service levels applicable to the Subscription Services, and which are set out in paragraph 1 of Schedule 2 as may be amended by Seenit from time to time upon written notification to you;

Studio User
an individual authorised by you to access a Studio on your account of the Seenit Platform and who represents one Seat as purchased as part of your Subscription. There are different types of Studio Users depending on the type of Seats purchased with your Subscription; 

Subject
an individual captured (on either photo or film or else) by an Authorised User via submission of Content to the Seenit Platform;

Subscription
your choice of Subscription Plan giving you certain access and use rights to the Seenit Platform and set out in an Order Form;

Subscription Fees
the fees set out in your Order Form for accessing and using the Services described in your Subscription, which will differ depending on your choice of Subscription Plan’;

Subscription Plan
the various subscription models proposed by Seenit for accessing and using the Seenit Platform which may include a certain number of Seenit Studios, Studio Users, and Add-Ons as well as a certain number of Professional Services Credits;

Subscription Period
shall have the meaning set out in clause 17)a);

Subscription Services
those subscription services  provided by Seenit via the Seenit Platform described in the Subscription Services Description and which are included as part of your Subscription;

Support Services
the services described in paragraph 2 of Schedule 2 as may be amended by Seenit from time to time upon written notification to you;

Territory
the location of Data Subject as defined in the DPA

Uploader Page
a web page set up by your Studio User(s) to collect  Customer Content;

Video Page
A page created by a Studio User to host Customer Content for public use.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Clause, Schedule, Annex and paragraph headings shall not affect the interpretation of this Contract.

The Schedules form part of the Terms and shall have effect as if set out in full in the body of the Terms. Any reference to these Terms includes the Schedules.

References to “paragraph” shall be references to sections of the Schedules, and references to “clauses” shall be references to sections of the main body of the Terms.

A reference to the Terms, the Contract, an Order Form or to any other agreement or document is a reference to such Terms, such Contract, such Order Form, or such other agreement or document, in each case as varied from time to time.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular