Last Revised: May 9th, 2015
The Website and Services are owned and operated by Digital Minds Limited, a company incorporated under the laws of England and Wales, with headquarters at 97 Judd Street, London, UK and tax id 09010283 (“Digital Minds”).
Digital Minds provides services in web management, marketing and advertising of audiovisual material. Digital Minds has created a YouTube network (“Network”) which allows any creator or right holder of audiovisual material (“you”, “User”) to gain revenue, by including your collection of audiovisual materials (“Audiovisual Materials”) in the Network, offering you the ability to use various tools and features and increase the popularity of your video channel (“Channel”). The said offered tools and features are created by YouTube itself and Digital Minds, whilst you gain access to the above via Digital Minds. The Services offered by Digital Minds are advisory in nature and relate to the adequate presentation and promotion of your Channels. In particular, Digital Minds possesses know-how to manage and develop web services of Google Ireland Limited (“Google”), given that it belongs to its certified partners.
As part of the above cooperation between Digital Minds and Google, Google provides to Digital Minds a non-exclusive license, which includes - among others - the use, storage, management, communication to the public of the Audiovisual Materials controlled by Digital Minds, which contain YouTube videos, according to the specific terms of the license agreement executed between Digital Minds and Google (“Licensing Agreement”).
2. Registration – Account Creation
As a condition to using the Services, you will be required to register to our Website and select a password and user name in order to acquire a personal account (“Account”). You shall provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account.
Each Account is personal and non-transferable. Your rights and obligations to Digital Minds are non-transferable either. You are responsible for maintaining the security of your password and Account. You are fully responsible for all activities that occur under this Account and any other actions taken in connection with this Account. You must immediately notify Digital Minds at email@example.com regarding any unauthorized uses of your Account or any other breaches of security. Digital Minds will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
Digital Minds reserves the right to reject any registration request at its sole discretion.
To prevent fraud and abuse, Users are limited to one active Account. Any additional Accounts that are created to circumvent guidelines, promote competitive advantages, or mislead the Digital Minds community shall be disabled. Mass Account creation may result in disabling of all the related Accounts.
You agree to grant to Digital Minds, upon the agreed consideration throughout the Term, an exclusive, worldwide license to exploit, manage and monetize (through enabling and selling advertising) your Audiovisual Material and Channel as part of the Network. Without limiting the foregoing, Digital Minds will have the exclusive right throughout the Term to represent, sell and manage all advertisement (“ad”) inventory on your Channel, including but not limited to any ad sales or sponsorship opportunities, inclusion of advertising by ad networks, use of annotations and related features, and the serving and monitoring of all campaigns. You grant us this management license with the exclusive and sole purpose to communicate, notify to the public, reproduce, save, modify (only to the extent that it is technically necessary), use or otherwise make known to the public via YouTube’s online platform (“YouTube’s Platform”) and other Google websites and services, your Audiovisual Material.
You acknowledge that you grant this management license to Digital Minds in respect to and only for the purpose of communication and notification to the public of your Audiovisual Material via YouTube Platform and via other websites and services owned by Google, and that no other assignment, management, transfer of right shall take place hereby. You agree that you will use the available technical means on which you gain access pursuant to the present TOU, in order to manage by yourself the publication of your Audiovisual Material on Google’s websites.
The said Audiovisual Material will be presented via your Channel and the selection of the specific material which will be included therein will be made exclusively by you.
You agree that the cooperation between you and Digital Minds shall be exclusive and with worldwide validity.
You agree that neither you nor any third party will have the right to sell advertising or monetize your Audiovisual Material therein in any way other than through Digital Minds without first obtaining Digital Minds’ written consent. Without limiting the foregoing, you further grant to Digital Minds any and all rights and licenses reasonably required for us to perform and enjoy our rights under these TOU.
Brand Features License
You also grant to Digital Minds a throughout the Term, non-exclusive, worldwide, royalty-free, transferable license to use any trademarks, trade names, designs, logos and other copyright material that are provided by you in connection with your Audiovisual Material to fulfill Digital Minds’ obligations hereunder and for Digital Minds’ promotional activities.
The web scraping, data harvesting, unauthorized copy, display, transmit or distribute of any material from the Website or our Services in any form and by any means whatsoever is strictly prohibited. Nevertheless, we cannot force the Users and Website’s visitors to comply with these prohibitions and thus we cannot guarantee that the content of your Audiovisual Material and Communications will not appear in any other third party site. Digital Minds will not be responsible or held liable in any way if any other User or Visitor, in breach of the TOU, uses your content for any purpose.
4. Ownership and Control of your Channel and Audiovisual Material
You acknowledge that you retain full ownership of, and absolute liability for your Channel and Audiovisual Material and other content appearing on your Channel. You retain complete creative direction and control over your Channel and its content. Digital Minds does neither has nor it acquires by any means control of that content. Nevertheless, Digital Minds may require that you remove any Audiovisual Material immediately upon any notice of copyright violation or any third party’s intellectual property or other rights. Further, any Audiovisual Material that is in violation of these TOU or violates any laws, rules or regulations, including YouTubes’s and/or Digital Minds’ terms, rules, policies or other business interests, shall also be removed immediately upon request of either Digital Minds or YouTube.
You acknowledge, further, that Google may in its absolute discretion, without any liability towards itself or Digital Minds, prohibit and interrupt the presentation to the public and/or by any means the publication of the Audiovisual Material and other content appearing on your Channel.
5. Third Parties’ Rights - Licenses
You unconditionally guarantee that granting the management of your Audiovisual Material to Digital Minds is free from any third party's rights of any kind and that you own all legal licenses for the granting of such management license to Digital Minds. Specifically, you explicitly state that, all contributors in the Audiovisual Material have granted their rights to you by exclusive, worldwide contracts, and these rights can be freely further granted by you to us, for the management of the relevant Audiovisual Material, without violating neither the rights of such contributors, nor third parties’ rights, nor the provisions of the applicable law. You further state that no claims are pending against you and the contributors.
In the event that the contributors’ intellectual property rights are not owned by you, or they have been granted to, or are managed by a third party (legal or natural entity), not associated in any way to you, you expressly and unconditionally state that the third party does not hold any claim, nor will it turn against Digital Minds in relation to the use of the Audiovisual Material pursuant to the present Agreement. If the third party associated with you turns against Digital Minds for alleged illegal use/exploitation of these rights, then you shall assist Digital Minds in litigation between the latter and the third party and you shall compensate Digital Minds for any damage it would suffer from the said litigation (including the costs ordered against Digital Minds, the legal fees and any other judicial fee in general).
6. Payment Terms
Digital Minds shall pay you the advertising revenues arising from the management of your Audiovisual Material, after withholding for its behalf a percentage of your net advertising revenues as described in your channel agreement. The amount of the advertising revenues is determined by Google and you agree that Digital Minds does not have the ability nor the obligation to control nor check the above-mentioned determination made by Google.
Αn official report which shall indicate the total amount of advertising revenues received by Digital Minds for the period following the last payment shall be available at Youtube’s platform (“Report”). Digital Minds shall bear no responsibility regarding the accuracy of the data in the Report since those data are collected and provided by Google.
You agree that you will bear all and any kind of bank or paypal fees for the transfer of the amount payable to you, as well as that you are solely responsible for paying all taxes owed on all the compensation that you receive from Digital Minds.
In the event that you are a member of and that you have assigned to any Collecting Society, the management of your intellectual property rights, you agree that any claim of the said Collecting Society/-ies will reduce your part of the revenue from the management of the granted rights herein. In case that the said Collecting Society/-ies question/-s Digital Minds’ extent of the right of consideration as stipulated herein and request/-s from Digital Minds to pay any amount for the management of the above rights, then you shall be obliged to pay such amount on behalf of Digital Minds and in case it is not dully paid from you to the Collecting Society/-ies, Digital Minds will pay it and you shall indemnify Digital Minds by paying that amount in full within five (5) days from the above payment to the Collecting Society/-ies. In the event that you do not pay this amount pursuant to the above, Digital Minds may set off the amounts payable to you, pursuant these TOU, until full repayment of the amount.
If you state, represent and warrant to us that you, as well as the contributors of your Audiovisual Material, have not transferred the pursuant to these TOU granted rights to any Collecting Society/-ies, then in case that this statement is untrue or becomes untrue during the term of our cooperation as set forth in your channel agreement, you expressly agree that any claim of the said Collecting Society/-ies will reduce your part of the revenue from the management of the herein granted rights. In case that the said Collecting Society/-ies question/-s Digital Minds’ extent of the right of consideration as stipulated herein and request/-s from Digital Minds to pay any amount for the management of the above rights, then you shall be obliged to pay such amount on behalf of Digital Minds, and in case it is not dully paid from you to the Collecting Society/-ies, Digital Minds will pay it and you shall indemnify Digital Minds by paying that amount in full within five (5) days from the above payment to the Collecting Society/-ies. In the event that you do not pay this amount pursuant to the above, Digital Minds may set off the amounts payable to you pursuant to these TOU until full repayment of the amount.
7. Your Responsibilities
Your Responsibilities Concerning your Channel and Audiovisual Material
a) You represent and warrant that you have the full right and power to enter into the contractual obligations towards Digital Minds as described under
these TOU, without the consent of any third party.
b) You represent and warrant that you have any and all necessary rights or clearances you may need in connection with your Audiovisual Material and the content of your Channel.
c) You represent and warrant that our management of your Audiovisual Material will not infringe on the rights of any person or entity, defame or disparage any person or entity, or violate any right of publicity or privacy of any person or entity.
d) You represent and warrant that you will not include in your Audiovisual Material any Content that would violate any of YouTube’s and/or Digital Minds’ general terms and/or policies as posted on each company’s respective websites or user platforms.
Your Responsibilities Concerning the Use of the Website and Services
a) You agree to provide accurate and complete information about you and to maintain and update that information. If the information you provide is untrue, inaccurate, incomplete or not current, we reserve the right, in our sole discretion, to suspend or terminate your Account. Furthermore, you represent and warrant that there are currently no legal proceedings, criminal, civil or administrative, instituted against you that will prevent you from performing your obligations under these TOU. If those conditions are not fulfilled, we reserve the right to act at our sole discretion and we may suspend or terminate your Account.
c) You are responsible for ensuring that all of your Communications do not violate or infringe any copyright, trade secret, trademark or other personal or proprietary rights of another person or entity, or defame any person, or violate any law or regulation or any of these TOU. You shall be solely liable for any damages resulting from any infringement or violation or any other harm resulting from your uploading, posting, or submission of any Communication to the Website. Digital Minds has the right to terminate any Services offered to you and to remove any Communication posted on the Website at its sole discretion, without any compensation or recourse in the event that the relevant Communication is in breach of any of the provisions herein.
d) The content available on our Website and Services is provided for the sole purpose of management of Audiovisual material services. You may use, print and download information from the Website for this purpose only and for no other personal or commercial purpose. You may not otherwise copy, display, transmit or distribute any material from the Website. If you perform an unauthorized use of the content of our Website, we have the right to immediately stop providing our Services to you and terminate your Account.
e) You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses and other harmful or destructive content.
8. Non-permitted use of our Website and Services
The following actions/activities are not permitted on our Website and Services:
● Adult services & pornography: Digital Minds does not allow any exchange of adult oriented or pornographic materials and services;
● Inappropriate behavior & language: Communication on Digital Minds should be friendly, constructive, and professional. Digital Minds condemns bullying, harassment, and hate speech towards others;
● Phishing & spam: Digital Minds takes its Users’ security seriously. Any attempts to publish or send malicious content with the intent to compromise another User’s account or computer environment is strictly prohibited. Please respect our Users’ privacy by not contacting them for commercial purposes without their consent;
● Content: You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Services, including without limitation any content, that:
- infringes any third party right or violates any law or contractual duty;
- You know is false, misleading, untruthful, unlawful, threatening, abusive, harassing, defamatory, fraudulent, pornographic, or is otherwise inappropriate as determined by us in our sole discretion;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
- contains software viruses or any other harmful computer codes, files, or programs;
- includes anyone’s identification documents or sensitive financial information;
- otherwise interferes with the Services.
Digital Minds shall have the right to terminate any Services offered to you and to remove any content posted on the Website and Services at its sole discretion, without any compensation or recourse in the event that the relevant content is in breach of any of the provisions above.
● Fraud / unlawful use - You may not use our Website for any unlawful purposes or to conduct illegal activities;
● Targeted abuse: We do not tolerate Users who engage in targeted abuse or harassment towards other Users on our Website. This includes creating new multiple accounts;
● Selling accounts: You may not buy or sell Digital Minds’ Accounts;
● You agree that you will not use any robot, spider, scraper or other automated means to access the Website for any purpose without our express written permission.
Further, when using our Website and Services, you shall not:
● take any action that imposes an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
● interfere with the proper working of the Services we provide or any activities conducted on the Services;
● attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services;
● run any form of auto-responder or ‘spam’ on the Services;
● use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website;
● harvest or scrape any content from the Services;
● otherwise take any action in violation of our guidelines and policies;
● decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction;
● modify, translate, or otherwise create derivative works of any part of the Services;
● copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
● act in such a way that the Services are damaged, interrupted or made less efficient;
● manipulate or abuse the Services, or act in such a way that it creates an unreasonable strain on the Services.
The term of this Agreement shall commence on the date of acceptance of these TOU and shall last for the period specified in your channel agreement. All provisions of these TOU which by their nature should survive termination shall survive termination, including, without limitation, confidentiality, intellectual property, warranty disclaimer, indemnification and limitation of liability provisions.
10. Suspension & Disablement of your Account
Digital Minds reserves the right at any time to immediately terminate or suspend your Account or your access to the Website without notice, if you breach any of TOU or violate any law or regulation. An event that may result in the termination or suspension of your Account can include but is not limited to: a) providing inaccurate information, b) any circumvention of the Digital Minds marketplace by you or by others at your direction, c) your creation and/or management of more than one Account.
Regarding any breach of TOU or any violation of the law or any regulation, Digital Minds also reserves the right to take further action as in its sole discretion considers appropriate or necessary, including removing any material which it deems abusive, illegal, disruptive or inappropriate without the obligation to make any refunds. Digital Minds shall have the sole and absolute discretion to decide whether you have breached any of the TOU, and such decision shall be final. In case Digital Minds has not exercised the right under this paragraph, it shall not be deemed to be a waiver.
Users who have violated our TOU and had their Account disabled may contact our customer support team at firstname.lastname@example.org for more information surrounding the violation and status of the Account.
11. Links to third party sites
The Website and Services may contain links to sites owned or operated by third parties. Such links are provided for your reference only and we do not control such sites and we are not responsible for their content. We reserve the right to terminate a link to a third party site at any time and the fact that we provide a link does not mean that we endorse, authorize or sponsor that site. You are not allowed to upload links of any kind.
12. Service Availability Disclaimer
We will make all reasonable efforts to ensure that the Website and the Services are available at all times. However, we cannot guarantee that the Website and the Services or any individual function or feature of the Website will always be available and/or error free. The Website and the Services may be unavailable during periods when we are implementing upgrades or carrying our essential maintenance on the Website.
13. Warranty disclaimer / limitation of liability
Digital Minds does not guarantee any results from using the services. the services are provided on an "as is" and "as available" basis. use of the services is at your own risk. to the maximum extent permitted by applicable law, the services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from digital minds or through the services will create any warranty not expressly stated herein. Without limiting the foregoing, digital minds, its subsidiaries, its licensors and affiliates, do not warrant that the content is accurate, true, reliable, correct or complete, that the services will meet your requirements, that the services will be available at any particular time or location, uninterrupted or secure, that any defects or errors will be corrected or that the services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the services.
In no event shall digital minds, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever. This limitation on liability includes, but is not limited to, (i) personal injury or property damage, of any nature whatsoever, resulting from your use of the website, (ii) any loss or damage due to unauthorized access to or use of our servers and/or any and all business information stored therein, (iii) any loss or damage due to interruption or cessation of transmission to or from our website or interoperability problems, (iv) any loss or damage due to bugs, viruses, trojan horses, or the like, which may be transmitted to or through our website by any third party, (v) any errors or omissions in any content, (vi) any defamatory, offensive, or illegal conduct of any third party, (vii) any statement or conduct of any third party on the website (viii) any loss or damage resulting from your use, or inability to use, any portion of our website or for any loss or damage of any kind in your data, (iv) any loss of your revenue, profits, goodwill or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. The limitations on liability apply whether liability is based on warranty, contract, tort, or any other legal theory, and whether or not digital minds is advised of the possibility of such damages.
The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
You agree to defend, indemnify and hold Digital Minds and its contractors, its licensors, its affiliates and their respective directors, officers, employees and agents harmless from any and all liabilities, costs, and expenses, including attorneys' fees, arising out of your use of our Services, including but not limited to (i) the use of the Website and Services or your placement or transmission of any message or information on this Website by you, (ii) your violation of any of the TOU (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights, (iv) your violation of any law, rule or regulation, (v) any claim or damages that arise as a result of your use of our Services or (vi) any other party's access and use of the Website with your unique username, password or other appropriate security code.
In the event that you have a dispute with any creator or right holder of audiovisual material or with any other third party, you release Digital Minds (and our officers, directors, agents, subsidiaries, licensees, promotional partners, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
15. Intellectual property
These TOU do not transfer from Digital Minds to you any Digital Minds or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Digital Minds. Digital Minds’ logo and all other trademarks, service marks, graphics and logos used in connection with the Website are trademarks of Digital Minds. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any Digital Minds or third-party trademarks. You expressly declare and undertake not to register any domain name that includes the words " Digital Minds " neither to use the words " Digital Minds " in any way that may cause confusion on any advertising service on the internet.
16. Copyright infringement
As Digital Minds asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Digital Minds violates your copyright, you are encouraged to notify Digital Minds at email@example.com. Digital Minds will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Digital Minds will terminate a User’s access of the Services if, under appropriate circumstances, the User is determined to be a repeat infringer of the copyrights or other intellectual property rights of Digital Minds or others.
As a result of the provision of our Services to you, and whether due to any intentional or negligent act or omission, we may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Information"). You hereby agree and acknowledge that any and all of our Information is confidential and shall be our sole and exclusive intellectual property and proprietary Information. You agree to use our Information only for the specific purposes as allowed in these TOU. Any disclosure of our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of these TOU. Furthermore, you acknowledge that our Information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.
Digital Minds may assign and transfer in any way and for any cause all rights and obligations arising under this Agreement, to any legal entity, existing or future, under any form, which is controlled by it, or – in the event that it modifies its legal status – to the new company which will be constituted following this modification. Such transfer or modification of Digital Minds’ legal status shall be immediately notified to you and it shall not affect in any way your rights and obligations arising out of this Agreement.
You may not transfer or assign any of its rights, or delegate any of its duties, under these TOU, either in whole or in part (including by merger or operation of law), without the prior written consent of Digital Minds. To the extent the license or any rights or obligations hereunder are transferred, assigned or delegated in a manner that is permitted by these terms, these terms shall be binding upon all your successors and assigns hereto (including any transferee or assignee of all or substantially all your assets and any successor by merger or operation of law).
19. Independent Parties
Nothing in this Agreement will render you an employee, worker, or agent of Digital Minds and you shall not hold yourself out as such. This Agreement does not create a joint venture or agency relationship or any kind of relationship other than that of independently contracting parties.
Digital Minds may amend these TOU at any time by posting a revised version on the Website. Each revised version will state its effective date, which will be on or after the date posted by Digital Minds. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date to give you notice. Notification will be provided through the Website user interface, or be sent to the email address associated with your Account or otherwise; or you will be asked to opt-in or otherwise expressly agree to the changes or a version of these TOU incorporating the changes.
21. Applicable Law
The present TOU are in conformity with the laws of England and Wales. Digital Minds makes no representations that our Services are appropriate or available for use in other countries. Those who access or use our Services from other jurisdictions do so at their own risk and are responsible for compliance with local laws.
Any notice to be served on or documentation to be sent to any party to these TOU shall be deemed to be properly served if sent by email or by registered post or delivered by hand to the following email: firstname.lastname@example.org, and address:97 Judd street London.
23. General Terms
These Terms shall endure for the benefit of and be binding upon the respective administrators, successors and assigns of each party hereto.
All terms, conditions and warranties in these terms are essential terms and a breach or non-performance hereto of any terms, conditions, warranties, schedules hereof shall entitle Digital Minds to either terminate your Account and claim damages or terminate without any claim for damages or claim damages without terminating your Account.
No failure or delay by Digital Minds in exercising any right or remedy provided by law under or pursuant to these terms shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
Termination of the Account shall not affect the accrued rights of Digital Minds arising in any way out of these TOU as at the date of termination and, in particular but without limitation, the right to recover damages against the other, and all provisions of these TOU which contemplate or are capable of operation after termination shall survive the termination of the license and shall remain in full force and effect.
If any of the provisions of these TOU become invalid, illegal or unenforceable in any respect under any applicable law, the validity and enforceability of such provision shall not be considered affected in any other jurisdiction and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired and all of them shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated by these TOU is not affected in any manner materially adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify these terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.