These customer terms of service (the Terms of Service) describe your rights and responsibilities when subscribing for premium access to search our database and obtain Data for the purpose of identifying online influencers (the Services). The Services are provided via https://channelcrawler.com/ and/or the ChannelCrawler mobile application (each, the Site). Our website
terms of use and website acceptable use policy also apply. Please read them carefully. This document was drafted by GZ Legal (https://www.gzlegal.co.uk/).
Definitions
Customer System: any information technology system or systems owned or operated by you from which Data is received in accordance with these Terms.
Derived Data: any Data (wholly or in part) Manipulated to such a degree that it:
cannot be identified as originating or deriving directly from the Data or the Services and cannot be reverse-engineered such that it can be so identified; and
is not capable of use substantially as a substitute for the Data or the Services.
Data: the data that we make accessible via our Site as part of our Service, including but not limited to analytical data on YouTube channel performance and email addresses.
Distribute: to make Data accessible (including the provision of access through a database or other application populated with the Data, reselling, sub-licensing, transferring or disclosing the Data) by any means, including any electronic means.
ICO: The UK’s Information Commissioners Office.
Licence: the licence granted in 5.
Manipulate: to combine or aggregate the Data (wholly or in part) with other data or information or to adapt the Data (wholly or in part).
Manipulated Data: any Data which has been Manipulated. Manipulated Data includes any Derived Data.
Permitted Use: business analytical use only (which shall not include the use of the Data and Manipulated Data by, or for the benefit of, any person other than you or your employees).
Security Feature: any security feature including any key, PIN, password, token or smartcard.
Unauthorised Use: any use of the Data which is not a Permitted Use. This includes, but is not limited to, selling the Data to third parties or making the Data available to the public or any person who is not a Customer User.
1. Information about us and how to contact us
We are StreamDNA Ltd (company number 13263813) (we and us), a company registered in England and Wales with our registered office at Old Pockford Vann Lane, Chiddingfold, Godalming GU8 4XU.
You can contact us by writing to us at Old Pockford Vann Lane, Chiddingfold, Godalming GU8 4XU or support@streamdna.com.
When we use the words "writing" or "written" in these terms, this includes emails.
2. Agreement to the Terms of Service
You must create an account on the Site to use the Services (an Account). You and the Customer confirm that all information provided to us in the creation of your Account is correct and the Customer agrees to ensure that the information is accurate at all times.
Your creation of an Account and use of the Services constitutes the Customer's agreement to be bound by these Terms of Service and forms a binding contract between the Customer and us (the Contract). If you do not agree with the terms of these Terms of Service, do not create an Account and do not use the Services. These Terms of Service may be amended and updated from time to time. You should review these terms periodically, and each use of the Service is subject to the then-current form of the Terms of Service.
If you purchase subscription(s) or use the Services, after being notified of a change to these Terms of Service, you acknowledge your understanding of the then-current Contract and agree to the updated Terms of Service on behalf of the Customer.
3. The Customer
The Customer is the organisation that you represent in agreeing to the Contract. If someone who is not formally affiliated with an organisation signs-up to the Services, the Customer is the individual.
If you signed-up to the Services using your corporate email domain, your organisation is the Customer and you are the Customer's representative. If the Customer elects to replace you as the representative with ultimate authority for the workspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or the Customer to facilitate the transfer of authority to a new representative of the Customer.
The Customer may authorise one person (an Authorised User) per subscription to access the Services. The Customer may only authorise additional persons to access the Services with our agreement, which may be subject to additional fees.
4. Subscriptions
A subscription allows an Authorised User to access the Services. Subscriptions commence when we make them available to the Customer and continue for the term specified on the order pages when you placed your order (the Subscription Period).
We make a number of subscription options available to the Customer. Each subscription option offers the Customer varying levels of data volume, access to search results, search filters (found on https://channelcrawler.com), and discounts (found on https://channelcrawler.com/subscribe) for licensing Data from our database.
We reserve the right to modify the content of each subscription at our sole discretion. For the avoidance of doubt, this includes without limitation adding, removing, limiting or changing the features made available to you in each subscription.
Unless otherwise agreed in writing, (a) all subscriptions automatically renew for additional periods equal to the preceding Subscription Period; and (b) unless otherwise agreed in writing or notified to the Customer in accordance with these Terms of service, the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior Subscription Period. Either party can give the other notice of non-renewal at least 7 days before the end of a Subscription Period to stop the subscriptions from automatically renewing.
5. Data Licence
Subject always to you complying with the Customer User Restrictions in 5.3, upon these Terms of Service coming in force, we grant to you a limited-term, non-exclusive, non-transferable, revocable, worldwide licence for the Permitted Use only, to:
access and view the Data and create Derived Data;
store the Data and Manipulated Data on the Customer System; and
distribute the Data and Manipulated Data to the Authorised User using a Customer System to access the Site or Data.
Except as expressly provided in these Terms of Service, you shall not:
use the Data (wholly or in part) in your products or services; or
redistribute the Data (wholly or in part).
You must observe the following restrictions (Customer User Restrictions), namely that you shall:
limit access to the Data and Services to the Authorised User;
only make copies of the Data to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing;
not use the Services for any purpose contrary to any law or regulation or any regulatory code, guidance or request;
not extract, reutilise, use, exploit, Distribute, disseminate, copy or store the Data for any purpose not expressly permitted in these Terms of Service;
not do anything which may damage the reputation of us, the Data or the Services, including by way of using the Data (wholly or in part) in any manner which is pornographic, racist or that incites religious hatred or violence;
not use the Data in contravention of any applicable laws including the Privacy and Electronic Communications (EC Directive) Regulations 2003, the UK GDPR;
follow all ICO guidance regarding data compliance including the use, control, processing or tranferring of Data (not an exhaustive list).
We reserve the right to amend the specification of the Data if required by any applicable statutory or regulatory requirement.
Part B - Your Responsibilities
6. Use of the Services
The Customer must comply with the Terms of Service and ensure that its Authorised User complies with these Terms of Service. We may review conduct for compliance purposes, but we have no obligation to do so.
The Services are not intended for and should not be used by anyone under the age of 16. The Customer must ensure that the Authorised User is over 16 years of age and is permitted to use the Services under any applicable law. Any Authorised User over the age of 16 but under the age of 18 must obtain the prior consent from their parent, guardian, or the Customer (if the Customer is an organisation who directed the Authorised User to use the Services) before using the Services.
The Customer agrees to use the Services in good faith for the purposes that they are provided and the Customer shall not or attempt to do any of the following.
Interfere with the Site or Service to any user in any manner, including without limitation by uploading any malware or viruses or any thing which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including, but not limited to worms, trojan horses, malware and other similar things or devices.
Resell or repurpose its access to the Site or the Services without our prior written consent.
The Customer shall use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
The Customer shall ensure that the Data is kept secure, and shall implement security practices and systems to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data.
Where we use Security Features in relation to the Services (wholly or in part), the Security Features must, unless we notify you otherwise, be kept confidential by you and not be lent, shared, transferred or otherwise misused.
If the Customer becomes aware of any misuse of any Data, or any security breach in connection with these Terms of Service that could compromise the security or integrity of the Data or otherwise adversely affect us or if you learn or suspect that any Security Feature has been compromised, revealed to or obtained by any unauthorised person:
the Customer shall, at their expense, promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable; and
we may suspend your rights under this agreement until the misuse or security breach or unauthorised disclosure or compromise of the Security Features is remedied.
You agree to co-operate with our reasonable security investigations.
If you are based outside the UK or EU, the Annex Standard Contractual Clauses (see here)
and Addendum (see here) are hereby incorporated into these Terms. You must comply with these and have appropriate measures in place to ensure compliance with data protection laws and regulations.
We may change Security Features on notice to you for security reasons.
7. Customer Content
The Site includes functions for uploading and storing of files and other information provided or created by you (Content).
By adding Content to the Site, the Customer makes the following warranties.
The Customer is (a) the owner of the uploaded Content or (b) entitled to use or manage the Content in the way that is being used.
The Content and the Customer's use of the Content in no way violates any applicable law.
We are not responsible for the Content and will not supervise whether any Content is lawfully uploaded or distributed through the Site.
By adding Content to the Site, you are aware that, depending on the settings of your Account, such Content might be shared with others. We are not liable for any loss of Content and we advise you to always keep your own backup of your Content. We do not take any responsibility with regards to the validity of Content provided or created by you.
8. Prices and Payment obligations
The Customer must pay all fees applicable to the Services used (Fees) as set out and described on the Site for the Services that you have selected. The Fees for the Services will be confirmed on the order pages when you place your order for the Services.
Some Services may be made available to the Customer for free (the Free Services). We reserve the right to subsequently charge the Customer for any part of the Free Services. If we decide to charge the Customer for a Free Service, we will provide the Customer with reasonable notice of any charges and the Customer's continued use of relevant Free Service will be subject to the Customer's payment of the relevant charges.
The Fees must be paid in advance, shall be payable in the currency stated on the Site, are non-cancellable and (except as expressly stated in the Contract) non-refundable and include any explicitly set out relevant delivery costs, value added tax (VAT) or other fees and taxes.
We shall be entitled to increase the Fees in respect of any subscription Service upon 30 days' prior written notice to the Customer. The increased Fee will apply from the start of the subsequent Subscription Period.
If any Fees owed to us by the Customer (excluding amounts disputed reasonably and in good faith) are 30 days or more overdue, we may, without limiting our other rights and remedies, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
9. Payment information
You can pay Fees by debit card or credit card through our third party payment provider, Stripe. If you are paying by Stripe you acknowledge and agree to Stripe’s own terms (https://stripe.com/gb/legal/end-users) and privacy policy (https://stripe.com/gb/privacy).
You warrant that you are the owner of, or have been duly authorised by the owner of, the bank card used to pay the Fees in 9.1.
Part C - Our Responsibilities
10. Providing the services
We will make the Services available to the Customer and its Authorised User as described in the Contract.
We will make all commercially reasonable efforts to schedule maintenance during non-peak hours and minimise any such downtime to the Services or the Site and will endeavour to give you at least 10 days written notice of any planned maintenance that will result in downtime. We will endeavour to make the Services available 24 hours a day, seven days a week, excluding planned downtime or issues related to force majeure.
11. Third-Party Contributors
We may leverage our employees, those of our corporate affiliates and third-party contractors (Third-Party Contributors) in exercising our rights and performing our obligations under the Terms of Service. We will be responsible for the Third-Party Contributor's compliance with our obligations under the Terms of Service.
The Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
Part D - Data and Privacy
12. Customer data
The Authorised User may submit Content or information to the Site in connection with their use of the Services (Customer Data). For the avoidance of doubt, Customer Data shall not include the Data being licensed under this Terms of Service. The Customer will (a) inform the Authorised User of all Customer policies and practices that are relevant to their use of the Services and of any settings that may affect the processing of Customer Data, and (b) ensure that the transfer and processing of Customer Data under the Contract are lawful.
The protection of Customer Data is a top priority for us, so we will maintain appropriate administrative, physical and technical safeguards. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third-party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorised access.
We shall not use or process Customer Data for any purpose without the Customer's prior written instructions; provided, however, that "prior written instructions" will be deemed to include use of the Services by the Authorised User and any processing related to such use or otherwise necessary for the performance of the Contract.
The Customer will own all Customer Data. The Customer bears sole responsibility for adequate security, protection and backup of Customer Data when it is in the Customer's or its representatives' or agents' possession or control. We are not responsible for what the Customer's Authorised User does with Customer Data.
Subject to these Terms of Service, the Customer (for itself and all its Authorised User) grants us and our Third-Party Contributors a worldwide, non-exclusive, limited-term licence to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; and (c) as expressly permitted in writing by the Customer. The Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorised User as may be necessary to grant this licence.
The Customer acknowledges that it is the data controller for any personal data processed by us on the Customer's behalf in conjunction with your use of the Services.
13. Privacy
Please review our privacy policy (which is available at: https://channelcrawler.com/pages/privacy) for more information on how we collect and use data relating to the use and performance of our websites and products.
We may contact you by e-mail or other electronic communication methods and you expressly agree to this.
14. Intellectual Property
The Site is owned and operated by StreamDNA Ltd. All copyrights, trademarks, trade names, logos and other intellectual or industrial property rights held and used by us (including titles, graphics, icons, scripts, source codes, API etc.) are our property or third party licensors' property and must not be reproduced, distributed, sold, used, modified, copied, limited or used (in whole or in part) without our written consent.
We grant you a non-exclusive right and licence to use the Site and the Services for the sole purpose of us providing the Site and the Services to you. Save for those relating to the Free Services, upon expiry or termination of this agreement this right and licence shall end.
The Customer shall not do or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Site or Services.
The Customer shall not do or attempt to access all or any part of the Site or the Services in order to build a product or service which competes with the Services.
You acknowledge that:
all database rights in the Data are the property of us or our licensors, as the case may be;
you shall have no rights in or to the Data other than the right to use them as expressed in these Terms of Service;
we have made and will continue to make substantial investment in the obtaining, verification, selection, co-ordination, development, presentation and supply of the Data.
You shall co-operate with us to protect our goodwill and reputation.
Part E - Term and Termination
15. Term
These Terms of Service remain effective until all Services have been completed and all the Subscription Periods have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and Services, save for the Free Services.
To terminate the Services, you must notify us in writing by writing to hello@streamdna.com. If you notify us of your intention to terminate the Services during a monthly Subscription Period, the Contract will terminate at the end of relevant Subscription Period and we will continue to provide the Services until the end of the Subscription Period.
If you notify us of your intention to terminate the Services during an annual Subscription Period, we reserve the right to:
terminate the Contract at the end of the month in which you notify us;
continue to provide the Services until the end of that month;
refund to you a proportion of any Fees paid to us for any unused months of the annual subscription, excluding the month in which you notify us of termination, calculated on a pro-rata basis.
Subject to 14.3.3, in no event will any termination relieve the Customer of the obligation to pay any Fees payable to us for the remainder of the current Subscription Period.
16. Termination for cause
We or the Customer may terminate the Contract on notice to the other party if the other party materially breaches these Terms of Service and such breach is not cured within 30 days of the non-breaching party providing notice of the breach. The Customer is responsible for its Authorised User, including for any breaches of these Terms of Service caused by its Authorised User. We may terminate the Contract immediately on notice to the Customer if we reasonably believe that the Services are being used by the Customer or its Authorised User in violation of any applicable law.
17. Data storage and deletion
We will store all Customer Data on the Site for so long as you have an active Account.
Upon the cancellation, expiration or termination of the Services or the Contract, Customer Data will be retained in our system, and may be available through our Site for a period of 3 years following termination. If you would like us to provide you with the most recent back-up of the Customer Data, you must contact us in writing and, subject to your compliance with the Terms of Service, we shall use reasonable efforts to deliver (at your cost payable in advance of delivery) that data to you as soon as reasonably practicable.
18. Survival
Parts D (Data and Privacy), E (Intellectual Property) and F (Representations, Disclaimer of Warranties and Liability) and the Governing Law and Jurisdiction clause shall survive any termination of the Contract.
Part F - Representations, disclaimer of warranties and liability
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION.
19. Representations, disclaimer of warranties
The Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. The Customer further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with these Terms of Service.
Except as expressly provided for in these Terms of Services, the Services and all related components and information are provided on an "as is" and "as available" basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of correctness, merchantability, title, fitness for a particular purpose and non-infringement. The customer acknowledges that we do not warrant the Services will be uninterrupted, timely, secure or error-free or that the Data is accurate, up to date, complete, reliable, secure, useful, fit for purpose or timely.
20. Limitation of Liability
In no event shall StreamDNA Ltd, its subsidiaries, affiliates or any of their respective employees, officers, directors, agents, partners or Third-Party Content Providers be liable for: (a) loss of contracts; (b) loss of reputation and/or goodwill; (c) loss of profit, loss of revenue, loss of anticipated savings and/or loss of business; or (d) indirect, consequential or special loss, damage or liability even if such loss or damage was reasonably foreseeable, arising out of or in connection with your use of the Site or Services or the performance of our obligations under these Terms of Service or the Contract.
Our total liability under the Contract shall not exceed 80% of the Fees paid by the Customer during the 12 months immediately preceding the date on which the liability arises under the contract.
Nothing in these Terms of Service shall exclude or limit the parties' liability for: (a) death or personal injury caused by negligence; (b) for fraudulent misrepresentation; or (c) for any other matter which cannot be excluded by law.
21. Indemnification
You agree to defend, indemnify and hold harmless StreamDNA Ltd, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including legal fees, arising out of or related to:
any Content submitted or posted by you in connection with the Services or the Site;
fraud you commit or your intentional misconduct or gross negligence in connection with the Services or the Site; or
your violation of any applicable law or rights of a third-party.
Part - G General
22. Marketing
You agree that we may use your company name and/or logo in our marketing and publicity material as examples of current users of the Site unless you choose to opt-out by changing your settings on the Site or notifying us by email at hello@streamdna.com.
23. Force majeure
Neither we nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism and government action.
24. Modifications
As our business evolves, we may change these Terms of Service. If we make a material change to the Terms of Service, we will provide the Customer with reasonable notice prior to the change taking effect by emailing the email address associated with the Customer's account. The Customer can review the most current version of the Terms of Service at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Terms of Service will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If the Customer (or any Authorised User) accesses or uses the Services after the effective date, that use will constitute the Customer's acceptance of any revised terms and conditions.
25. Waiver
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
26. Severability
If any provision (or part of a provision) of the Contract or the Terms of Service is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
27. Entire Agreement
The Contract, and any documents referred to in it (including these Terms of Service), constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
28. Assignment
You may not assign the Contract or any rights or obligations under the Contract or Terms of Services to any third party without the prior written consent of StreamDNA Ltd.
We may assign the Contract, and we may assign, transfer or subcontract any of our rights or obligations under the Contract, to any third party without the Customer's prior consent.
29. Governing Law and Jurisdiction
These Terms of Service and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms of Service are governed by and construed in accordance with English law.
The courts of England have exclusive jurisdiction to settle any claim or dispute (including non-contractual disputes or claims) arising out of or in connection with these Terms of Service or its subject matter.