Last Revised: February 5th, 2018
The Website and Services are owned, operated and provided 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, advertising and exploiting of audiovisual material and other content.
Digital Minds is a certified partner of Google Ireland Limited (“Google”) and as such is entitled to manage and develop web services of Google. As part of their cooperation, Google grants to Digital Minds a non-exclusive license, among others, for the use, storage, management and communication to the public of audiovisual materials (YouTube videos) controlled by Digital Minds, according to the specific terms of the license agreement between Digital Minds and Google (“Licensing Agreement”).
Digital Minds has created a YouTube network (“Network”) which allows any creator and/or right holder of audiovisual material (“you”, “User”) to gain revenue, by including your collection of audiovisual materials (“Audiovisual Materials”) in the Network and by creating video channels (“Channels”). Users are offered the ability to use various tools and features to increase the popularity of their Audiovisual Μaterials and Channels and to gain revenue through enabling and selling advertising but also, through any other revenue streams as such may be designed, created and made available from time to time, including but not limited to subscription services, on-demand services, live streaming features etc. The said offered tools, features and revenue streams are created by Google and Digital Minds and you gain access to them via Digital Minds. The Services offered by Digital Minds are advisory in nature and relate to the adequate presentation and promotion of your Audiovisual Materials and Channels.
Furthermore, Digital Minds offers to you Services in relation to the upload, use, storage, management, communication to the public, distribution and exploitation of your Audiovisual Materials and of other content created, owned or controlled by you (collectively “Content”), through and by almost any other digital platform. Users are offered the opportunity to gain revenue by including Audiovisual Materials and other Content in the above digital platforms and by exploiting and making the same available thereby and to use and take advantage of the various tools and features created by those digital platforms.
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.
Save for anything contrary stated in your Services Agreement, 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 Materials, Content and Channels 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 Audiovisual Materials, Content and Channels, 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. In addition, Digital Minds will have the right to exploit and monetize your Audiovisual Materials, Content and Channels as part of the Network, by using any other revenue streams as such may be designed, created and made available by Google and/or Digital Minds from time to time, including but not limited to subscription services, on-demand services, live streaming features etc. Save for anything contrary stated in your Services Agreement, 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 Materials, Content and Channels.
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 Materials, Content and Channels via YouTube Platform and via other websites and services owned or controlled by Google, and that unless anything contrary is stated in your Services Agreement, 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 Materials and Content on YouTube’s Platform and Google’s other websites.
The selection of the Audiovisual Materials and Content included in your Channels will be made exclusively by you. For the avoidance of doubt the Management License granted to Digital Minds hereunder will apply to all presentations, communications and notifications to the public of your Audiovisual Materials and Content via YouTube Platform and via Google’s other websites and services, even in circumstances where your Audiovisual Materials and Content are not presented and made available via your own Channels (e.g. in circumstances where they are presented and made available via third parties’ channels).
Digital Exploitation License
Save for and to the extent anything contrary is provided in your Services Agreement, you agree to grant to Digital Minds, upon the agreed consideration throughout the Term, an exclusive, worldwide license to store, reproduce, convert, digitize, copy and encode your Audiovisual Materials and Content in any digital format and to make available, distribute, stream, exploit, manage and monetize the same in any digital form as individual tracks, ringtones, entire albums, videos etc., through enabling and selling advertising or otherwise, via any digital service, mobile application and digital platform.
You agree that the cooperation between you and Digital Minds shall be exclusive and with worldwide validity on your part. Save for any contrary provided for in your Services Agreement, you agree that neither you nor any third party will have the right to sell advertising or monetize, distribute, manage or exploit your Audiovisual Materials, Content and Channels 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 Materials, Content and Channels to fulfill Digital Minds’ obligations hereunder and for Digital Minds’ promotional activities.
Web scraping, data harvesting, unauthorized copying, displaying, transmiting or distributing 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 (“Visitors”) to comply with these prohibitions and thus, we cannot guarantee that your Audiovisual Materials, Content and Communications (as this term is defined below) 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 these TOU, uses your Audiovisual Materials, Content and Communications for any purpose, even if such use constitutes an infringement of your rights thereon.
4. Ownership and Control of your Channels, Audiovisual Materials and Content
You acknowledge that you retain full ownership of, and absolute liability for your Audiovisual Materials and Content. In addition, you acknowledge that you retain full ownership of, and absolute liability for your Channels and for any content appearing on your Channels. You retain complete creative direction and control over your Audiovisual Materials, Content and Channels and content appearing thereon. Digital Minds neither has nor it acquires by any means control of the above. Nevertheless, Digital Minds may require that you remove any Audiovisual Material or Content immediately upon any notice of copyright violation or any third party’s intellectual property or other rights. Further, any Audiovisual Material or Content that is in violation of these TOU or violates any laws, rules or regulations, including but not limited to Google’s and/or Digital Minds’ and/or other digital platform’s terms, rules, policies or other business interests, shall also be removed immediately upon request of Digital Minds or the respective proprietor.
You acknowledge, further, that Google and any other digital platform proprietor may in its absolute discretion, without any liability on its part or on the part of Digital Minds, prohibit, interrupt or cease the presentation to the public and/or the publication and/or distribution and/or exploitation by any means of your Audiovisual Materials and Content without prior notice.
5. Third Parties’ Rights – Licenses
You unconditionally warrant and represent that the licenses you grant to Digital Minds are free from any third party’s rights of any kind and that you have the full right, power and authority and all consents, approvals, permissions and licenses legally required to grant such licenses to Digital Minds. Specifically, you explicitly state that you are the owner, or otherwise the controller of all Audiovisual Materials and Content and that all contributors thereto and right holders therein have granted their rights to you by exclusive, worldwide contracts, and these rights can be freely further granted and assigned by you to us and can be freely exercised by us, without violating or infringing upon the rights of any third party, nor the provisions of the applicable law. You further warrant, represent and undertake that no claims are pending against you and/or the contributors.
In the event that any intellectual property rights and/or neighboring rights in the Audiovisual Materials and Content are not owned or controlled by you, or they have been granted to, or are managed by a third party (legal entity or natural person), not associated in any way to you, you expressly and unconditionally warrant and represent that any such third party does not hold any claim against Digital Minds, nor will it turn against Digital Minds in relation to the use of the Audiovisual Materials and Content pursuant to this Agreement. You shall indemnify Digital Minds and hold Digital Minds harmless from and against any and all liabilities, costs, claims, damages, loss and expenses (including legal costs and fees) arising from any third party’s claim that is inconsistent with or in breach of any of your obligations, warranties, representations and/or undertakings set out in this Agreement.
6. Payment Terms
Digital Minds shall pay you the advertising and other accrued revenues arising from the management and exploitation of your Audiovisual Materials, Content and Channels (“the Revenues”), after withholding as fee the percentage of your net revenues specified in your Services Agreement. The amount of the Revenues accrued is determined by Google or by the respective digital platform proprietor and you agree that Digital Minds does not have the ability nor the obligation to control, verify or audit the above-mentioned determination made by them.
Αn official report which shall indicate the total amount of the accrued Revenues received by Digital Minds for the period following the last payment shall be available (“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 or by any other digital platform proprietor.
You agree that you will bear all and any kind of bank or paypal fees for the transfer of the amounts payable to you, as well as that you are solely responsible for paying all taxes owed on all compensations and fees that you receive from Digital Minds.
In the event that you are (or become) a member of any Collecting Society, to which you have assigned the management of your intellectual property and/or neighboring rights, you agree that any claim of any such Collecting Society will reduce your part of the Revenues. Accordingly, if Digital Minds is obliged to pay to any Collecting Society any amount in relation to your Audiovisual Materials and Content, then you undertake to pay such amount on behalf of Digital Minds to the Collecting Society with no further delay. Should you fail to do so, Digital Minds will be entitled to pay that amount to the Collecting Society and to seek reimbursement from you, in which case you shall be obliged to pay that amount in full to Digital Minds within five (5) days from the above payment to the Collecting Society. In the event that you fail to make this payment to Digital Minds on a timely manner, Digital Minds shall be entitled to set off the above amount against any payments due to you pursuant to these TOU, until full repayment of the amount and/or to seek any other legal resource available (including injunctive relief). You warrant, represent and undertake that you shall notify Digital Minds promptly of any and all memberships you have or will acquire to any Collecting Societies in relation to the rights granted to Digital Minds, during the Term.
7. Your Responsibilities
Your Responsibilities Concerning your Channels, Audiovisual Materials and Content
a) You represent and warrant that you have the full right, power and authority to enter into this Agreement with Digital Minds and to undertake and perform all the obligations described in these TOU.
b) You represent and warrant that you have acquired and possess any and all rights, clearances and licenses necessary in connection with your Audiovisual Materials, Content and Channels.
c) You represent and warrant that the exercise by us of all rights you grant to us under these TOU and Service Agreement in relation to your Audiovisual Materials, Content and Channels, will not violate or infringe upon the rights of any third party (including any intellectual property, publicity or privacy rights) or defame or disparage any third party.
d) You represent and warrant that your Audiovisual Materials, Content and Channels do not contain nor will they contain in the future any content that would be in breach or violation of the applicable law and/or YouTube’s (Google’s) and/or Digital Minds’ and/or any other digital platform proprietor’s terms, rules, conditions and policies, as those are posted on each company’s respective website(s) or user platforms and may be revised from time to time.
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 could 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 and without prior notice, 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 performing our 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 or content 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;
● Material: 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 material 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 material 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 or on any other date specified in your Service Agreement and shall last for the period specified in your Service 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 the 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.
In case of breach of these 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 regarding 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 neither are we responsible for their content. Use of those links is at your own risk. 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 to the Website 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 and may be amended from time to time, among other reasons, in order to comply with the applicable laws and the terms, rules and policies of Google and of the other digital platforms and websites. 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 in the Website and Services 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) death, personal injury or property damage, of any nature whatsoever, resulting from your use of the Website and Services, (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 or Services 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 or in the Services (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 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 and neighboring 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 and/or right holder of audiovisual material or other content 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 or assign to you any Digital Minds’ or third party’s 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 and Services are trademarks of Digital Minds. Other trademarks, service marks, graphics and logos used in connection with the Website and Services 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 service marks, graphics and logos. 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, Digital Minds respects the intellectual property rights of others. If you believe that material located on or linked to by Digital Minds infringes upon or 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. You must not make any notifications that you know to be false, misleading, untruthful, unlawful, threatening, abusive, harassing, defamatory or fraudulent;
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 acquire or discover information in relation to our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing practices, financial data, 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 and your Service Agreement. 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 and your Service Agreement. 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 third party. Without limiting the generality of the foregoing, 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 Digital Minds shall be deemed to be properly served if sent by email to firstname.lastname@example.org or by registered post or delivered by hand upon written receipt at 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 your Account 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 and your Service Agreement 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 and your Service Agreement 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 and by your Service Agreement are fulfilled.