Terms of Use

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These Terms and Conditions “Terms” including our Privacy policy apply between Media Cloud ApS (CVR# 43982028) Lundsgade 6, 2100 KBH Ø, Denmark (“we”, “us”, ”our”) and you “you” as a user of or customer “parties” using our Media Cloud platform, our Media Cloud website at www.mediacloud.ai (the “Website”) and all our other Media Cloud services and products offered (the “Service”) including having an “Account” with us. By accessing or using the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

These Terms apply to all users of the Service, including users who are also contributors of content, information, and other materials or services on the Service. By accessing the Service and checking the button “I accept” or by using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you have no right to access the Service.

2. Entire Agreement

These Terms (including our Privacy Policy or any other policies or operating rules posted by us on the Service) including any future modifications and an optionally separate contract between us constitute the entire agreement “agreement” and understanding between you and us and govern your use of the Service, supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Service.

3. Minors

The Service is intended for users who are 18 years old or older. If we collect personal information from minors under 18 “minors” we always, before the recording, collect consent from a parent or guardian on behalf of the minor. We do not knowingly collect personal data from minors. If we become aware that we have inadvertently received personal data from a minor, and we do not have the necessary consent, we will delete such information from our records.

4. Account Creation and Security

To use the Service, you must create a profile/account hereinafter referred to as “account”. Registration is subject to approval by us in all cases, and we reserve the right, in our sole and absolute discretion, to decline any application for registration, without giving a reason.
You agree to provide accurate and complete information when creating an account, and to update your account information as necessary. You are solely responsible for maintaining the confidentiality of your account login information inclusive password and for all activities that occur under your account whether authorized by you or not. It is your responsibility to ensure your computer system meets all the necessary technical specifications to enable you to access and use the Service and is compatible with the Service. It is also your responsibility to ensure that anyone who accesses the Service using your account login or via your Internet connection is aware of these Terms and that they comply with them. If we have reason to believe that your account information is untrue, inaccurate, out-of-date, or incomplete, we reserve the right, in its sole and absolute discretion, to suspend or terminate your account. You must notify us immediately of any breach of security or unauthorized use of your account. We are not responsible for any liabilities, losses, or damages arising out of the unauthorized use of your login, password, or account.

5. Third-Party Links and Sites.

The Service may contain features and functionalities that links to third-party websites or resources like servers, databases, software, applications and products and services. We are not responsible for the availability, or accuracy of your information required by such websites, nor are we responsible for resources, or content, products, or services available from such websites or resources. Links to such websites or resources do not imply any endorsement by us of such websites or resources or the content, products, or services available from such websites or resources. You should always read the terms and conditions and privacy policy of a third-party website before using it. All offerings, agreements, guarantees, right to withdrawal, purchases, payments, payment, and credit card transactions, etc. and fees in connection therewith, other fees, obligations, warranties, right of withdrawal, opinions, disputes, advice, transactions, including financial transactions and any other matters related to such third parties, are solely between you and the third party and without liability to us in any respect.

6. User Content

In these Terms, “User Content” shall be used to refer to all content, data, and information that you store, upload, post or share using the Service. The Service may allow you to post, link, upload, download, publish, submit, share, transmit or otherwise make available certain User Content, including but not limited to comments, reviews, text, photos, videos, and links. You retain ownership of any intellectual property rights that you hold in the User Content. You are solely responsible (including its legality, reliability, and appropriateness) for the User Content including content from third parties that you share, post, upload, download, link to or otherwise make available via the Service. We will work to ensure that User Content is not lost or corrupted, but we advise that you ensure that you backup all of your User Content. We do not, have not and do not have any future plans to sell or commercialize your User Content to third parties.
In order for us to be able to provide our Services with respect to your User Content, we need your legal permission (a license). Our Services include hosting your User Content, making backups, and sharing your User Content at your direction. Our Services also include features such as sharing, searching, image thumbnails, previews, sorting and organization, and personalization. Therefore, you grant your legal permission for us to use, copy, perform or display your User Content for the purpose of providing our Services. Where your User Content includes reviews, comments or feedback about the Service, we may use those reviews, comments, or feedback, to advertise and promote the Service. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. Our license to use your User Content as set out above is fully paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise the rights you grant us anywhere in the world. Finally, our license is perpetual, meaning that our license lasts for an indefinite period of time. Your permission extends to our affiliates and service providers.
You hereby undertake that:
• you own all rights to your User Content or, alternatively, you have the right to give us the authorization described above.
• you have paid and will pay in full any fees or other payments that may be necessary for your User Content; and
• your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.
You acknowledge that we have no obligation to monitor your access to or use of the Service or to review or edit any User Content but has the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms, or to comply with the applicable law or the order or requirement of a court or other similar administrative body.

We reserve the right to remove or modify user-generated User Content for any reason, including if we believe it violates these Terms or our policies.

7. Prohibited Conduct

You agree not to use the Service to:
• violate any applicable law or regulation.
• infringe the rights of any third party, including without limitation, photographs, videos or personal contact information of others without their permission including but not limited to intellectual property rights.
• use, display, mirror or frame the Website or any individual element within the website or the Service, our name, any Media Cloud trademark, logo, or other proprietary information, without our written consent.
• post, transmit, distribute, or submit any content that is unlawful, defamatory, libelous, obscene, pornographic, indecent, lewd, suggestive, harassing, harming, stalking, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent.
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• promote discrimination, bigotry, racism, hatred, harassment, terrorism, or harm against any individual or group.
• violate, or encourage any conduct that would violate, any applicable law or regulation, or otherwise violate these Terms.
• interfere with the operation of the Service or any other user’s enjoyment of the Service, including by uploading or otherwise disseminating viruses, adware, spyware, worms, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or other malicious code.
• attempt to probe, scan, or test the vulnerability of any part of the Service or breach any security or authentication measures or remove, deactivate, avoid, impair, bypass, descramble, or otherwise circumvent any technological security or other measure implemented by us or any of our providers or any other third party (including another user) to protect the Website or the Service.
• attempt to gain unauthorized access to the Service, other users’ accounts, or other computer systems or networks connected to the Service including accessing, tampering with, or using non-public areas of the Website or the Service, our computer systems, or the technical delivery systems of our providers.
• use the Service to engage in any form of spamming, phishing, or other unsolicited advertising or marketing activities.
• recruit or otherwise solicit any user to join third party services that are competitive to us, without our prior written approval.
• if you are using the Website or the Service as an organization, register more than one account for one user or register for an account on behalf of someone outside of your organization.
• you acknowledge that the Service may be subject to export controls, trade sanctions laws, or other restrictions under the laws of your jurisdiction or other countries. You may not use, access, export, or disclose the Service in violation of any such laws.
• access or use for any commercial purposes any part of the Service or any services or materials available through the Service including selling or reselling any part of the Service unless specifically authorized to do so.
• use any means to “scrape,” “crawl,” or “spider” any web pages contained on the Website.
• access or use any part of the Service or any services or materials available through the Service to modify copies of any materials from the Service, use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text or to delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Service.
• engage in any activity that interferes with or disrupts the Service or the servers and networks connected to the Service.
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Website or the Service, or advocate, encourage, or assist any third party in doing any of the foregoing.

We will have the right to investigate and prosecute breaches of any of the above to the fullest extent of the law.

8. Disclaimers

The Service is provided to you “as is” and “as available” basis as you have the right to opt out of using the Service at any time. Any use of the Service is at your own risk. We try to keep the Service up, error-free, and safe, but we do not guarantee that the Service will be safe or secure or that access to or use of the Service will be uninterrupted or free of errors or omissions or that defects will be corrected. To the maximum extent permitted by applicable law, we disclaim all warranties, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We make no representations, warranties, or guarantees that this service will be free from loss, destruction, damage, corruption, attack, viruses, interference, hacking, or other security intrusion, and we disclaim any liability relating thereto.

9. Limitation of liability

Nothing in these Terms shall exclude or limit our liability to you: (i) for death or personal injury caused by our negligence; (ii) for fraud or fraudulent misrepresentation; (iii) or for any other liability that may not, under the applicable law, be limited or excluded. In no event will we (including our affiliates, partners, service providers, employes, agents, officers and directors) be liable to you for indirect, general, special, incidental, consequential or other damages (including, without limitation, damages for loss of profits, business interruption, corruption of files, loss of business information or any other pecuniary loss) even if we have been advised of the possibility of such damages. No oral or written information or advice given by us or others will create a warranty and neither you nor any third party may rely on any such information or advice. We are not liable for damages and not liable for any personal injury or damage to property that occurs as part of the use of the Service including purchases of products and services or other services offered via third parties. Where you use the Website or the Service in the course of a business, our aggregate liability (and whether such liability arises as a result of any breach of contract, tort (including negligence), breach of statutory duty, misrepresentation or for any other reason) will be limited to the higher of: (a) total fees corresponding to your total payments to us (excluding VAT) within the last 6 months before the non-performance paid by you to for use of the Service; and (b) EUR5,000.

10. Force Majeure

In the event that either party is unable to perform any of its obligations under this agreement due to Force Majeure, the affected party shall immediately notify the other party in writing of the occurrence of the Force Majeure event and the anticipated duration of such event. For the purpose of this clause, “Force Majeure” shall mean any event beyond the control of the parties, including but not limited to acts of God, war, terrorism, civil unrest, strikes, labor disputes, epidemics, pandemics, governmental orders or regulations, fire, flood, or other natural disasters, which prevent or delay the performance of any obligations under this agreement. If a Force Majeure event occurs, the affected party shall be excused from the performance of its obligations under this agreement for as long as such event continues, and such party shall not be liable for any damages or penalties resulting from such non-performance. Upon the cessation of the Force Majeure event, the affected party shall immediately resume the performance of its obligations under this agreement. If the Force Majeure event continues for a period of more than 60 days, either party may terminate this agreement upon written notice to the other party, without liability to either party.

11. Indemnification

You agree to defend, indemnify, and hold harmless us and our affiliates, licensors, service providers, employees, agents, officers, and directors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys’ fees and legal costs, arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, any use of the Service’s content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Service.

12. Intellectual Property

The Service and its entire contents (excluding User Content), features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors, or other providers of such material and are protected by national and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Service. We can, however, after prior written agreement in each individual case, allow you to use the service for commercial use.

13. Modifications to the Service and Terms

We reserve the right to modify, withdraw or discontinue the Service or any part thereof at any time. We will not be liable to you or any third party for any unavailability, modification, suspension or withdrawal of the Service, or any features, parts, or content of the Service at any time for any period. We will, in such circumstances, use reasonable efforts to provide you with prior notice so that you can make alternative arrangements for the storage of any User Content. We reserve the right not to provide the Service to any user. We also reserve the right to terminate any user’s right to access the Service at any time, in our discretion.

We may also modify these Terms at any time by posting the modified Terms on the Service.

14. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you to third parties, but may be assigned by us without restriction. If a user transfers an account in violation of this section, we may terminate the account and the users’ right to access the Service.

15. Notice

We may provide notice to you by email, SMS, regular mail, or posting notices or links to notices on the Service.

16. Renumeration

We are entitled to remuneration for the delivery of the Service in accordance with the prices stated in a separate agreement/order confirmation or the price upon sign-up for the Service on our website. The agreed renumeration is collected in accordance with a separate agreement/order confirmation by invoice prior to the start of each agreement period for the following period with a payment deadline as stated in the invoice. In the event of late payment, we may demand interest and reminder fees in accordance with the provisions of the Danish Interest Act. All renumeration and prices are stated excluding Danish VAT and all other taxes, levies, or duties imposed by taxing authorities. We may at any time, with 90 calendar days, notice in writing to you, changes in our prices.

17. Agreement period and Termination

The agreement has a mutual termination period of 6 months starting from the date of agreement/order confirmation. The agreement, if not terminated in writing with 30 calendar days’ notice, is automatically renewed for a new period of 6 months with your obligation as a customer to pay the agreed renumeration fee 6 months in advance, and so on in periods of 6 months. We must, at your request, and within 30 days of termination of the Agreement, make available to you a copy of all User Content that is generated and/or stored by us as a result of your use of the Service. The copy is delivered in our standard format. You are obliged to pay our costs, as stated and invoiced at the request, before handing over the copy to you. You accept and acknowledge that we are entitled to, but not obligated to, store User Content and may choose to delete User Content that remains in our possession 60 days after termination.

We may terminate or suspend your access to the Service immediately, if you breach these Terms or fail to pay overdue fees, payments and other agreed amounts. Both parties are entitled to terminate the agreement with immediate effect if the other party were to go into liquidation, restructuring, reconstruction, or bankruptcy. Upon termination by us in these circumstances, your right to use the Service will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

18. User consent to receive communication

For contractual purposes, you (a) consent to receive communications from us in an electronic form via the email address or the SMS number you submitted; and (b) agree that all Terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. We may also use your email address and your SMS number to send you transactional emails and SMSs, which are core to the Service such as group invites, reminder emails and SMSs initiated by others, and password reset emails/SMS. We may also send other messages, including information about us and special offers and messages regarding feature updates from us. You may opt out of these messages by changing your account settings, using the unsubscribe options at the bottom of the email, or sending an email.

19. Feedback and contact information

If you provide us with any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. If you have any questions about these Terms or the Service, please contact us by email or the contact form.

20. Confidentiality

Commercial information that the parties come into possession of regarding the other party, which is not User Content, must be considered confidential and must not be disclosed to a third party without the party’s prior written consent. This duty of confidentiality also applies after termination of the agreement. This provision does not include information that is publicly available, that a party comes into possession of in good faith from a third party, that a party is required to hand over by law, or that we have or receive for the purpose of performing our obligations or enforce our rights under the agreement. We disclaim any responsibility for losses incurred by you as a user or third parties as a result of confidential or freely available information of any kind that is stored or processed in the Service being changed or deleted by persons who unjustifiably, illegally or unauthorized access to these. Any individually agreed terms and prices agreed between us and you are confidential.

21. Data Privacy

We are committed to protecting your privacy and personal information. Our Privacy Policy available on the Service is a part of these Terms and explains how we collect, use, and disclose information about you. By using the Service, you agree to the terms of our Privacy Policy.

22. Changes to Terms and Conditions

From time to time, we may change these Terms. We will then inform you by posting the revised Terms on the Website. When visiting the Website, we encourage you to make sure you have read the most recent version of these Terms. Such changes and/or modifications shall become effective immediately upon posting our updated Terms on the Service. Your continued use of the Service following the posting of changes and/or modifications will constitute your acceptance of the revised Terms.

23. Governing Law and Jurisdiction

These Terms and your use of the Service shall be governed by and construed in accordance with Danish Laws and all disputes and legal claims must be settled by Danish courts, with jurisdiction based on our company address, and with exclusive jurisdiction over all disputes arising out of or relating to the Service or use of the Service.

(Media Cloud – Terms and Conditions June 2024)