IMPORTANT: PLEASE READ THIS MASTER LICENSE AND SERVICES AGREEMENT (“AGREEMENT”) IN CONJUNCTION WITH THE ATTACHED SCHEDULE(S) THAT APPLY TO SPECIFIC PRODUCTS AND SERVICES ON THE BOCLIPS PLATFORM. IN THE ABSENCE OF ANOTHER WRITTEN AGREEMENT BETWEEN KNOWLEDGEMOTION LTD (TRADING AS “BOCLIPS”) AND CUSTOMER, THIS AGREEMENT AND THE APPLICABLE SCHEDULES GOVERN THE PURCHASING, LICENSING, AND ACCESSING OF CONTENT. 

• BY CLICKING THE BOX INDICATING ACCEPTANCE, EXECUTING AN ORDER FORM OR SCHEDULE WITH BOCLIPS THAT REFERENCES THIS AGREEMENT OR BY SIGNING UP FOR FREE TRIAL USAGE, YOU AS CUSTOMER AGREE TO THE TERMS OF THIS AGREEMENT.  THE EFFECTIVE DATE WILL BE THE DATE OF ACCEPTANCE OF THIS AGREEMENT.  IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND IN SUCH CASE THE ENTITY SHALL BE DEEMED THE CUSTOMER HEREUNDER.  IF YOU DO NOT HAVE SUFFICIENT AUTHORITY OR IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT ACCEPT THIS AGREEMENT AND ARE NOT PERMITTED TO USE THE BOCLIPS PLATFORM OR ACCESS OR LICENSE ANY CONTENT.

1. CONSIDERATION AND DEFINITIONS

Affiliate: any entity that Controls, is Controlled by, or is under Common control with a relevant party;

Boclips Platform: Boclips’s rich media platform or any other platform specified by Boclips, wherein Boclips aggregates, stores, and makes available Content from Content Partners, including enriched Content;

Clip: means a piece of licensed Content (with its associated Metadata) which can be a single piece of footage / animation or collection of footages / animations edited to make up a video resource or an audio file or collection of recordings to make up an audio resource;

Confidential Information: any non-public, proprietary, or commercially sensitive information, which may include, but it not limited to any information relating to trade secrets, business strategies and plans, technical or product information, pricing information, or financial data;

Content: audio, visual, interactive, and other rich media content available on the Boclips Platform;

Content Partner: any third party from which Boclips has been granted the right to license Content on the Boclips Platform. Content and Content Partners available on the Boclips Platform may be regularly updated by Boclips in its sole discretion;

Content Restrictions: limitations or restrictions on use, publication, Editing, or distribution of Content;

Control: beneficial ownership of more than fifty percent (50%) of the issued voting share capital, or the legal power to direct or cause the direction of the general management of the company, partnership or other legal entity. “Controlled” and “Controlling” are construed accordingly;

Edit: to make changes or modifications to Content within a Digital Rights Management (DRM) environment strictly for technical quality, accessibility, localization, or alignment with learning objectives.

Educational Use: the right to copy, communicate, download, Edit and incorporate into a Publication for a learning outcome; use of that content for additional Publications requires additional licenses.

End Users: students, teachers and other academic users with rights of access to a Publication;

Fees: fees and charges described in applicable Schedule;

Insolvency Event: any event where a party is unable to pay its debts as they become due, files for bankruptcy, makes a general assignment for the benefit of creditors, or has a receiver or similar official appointed over a substantial part of its assets;

Intellectual Property Rights: a wide range of exclusive rights for intangible assets, whether registered or unregistered, including but not limited to patents, rights to inventions, copyright and related rights, moral rights, database rights, trademarks and trade names, Metadata rights, rights in designs, and rights in Confidential Information;

Metadata: structured, descriptive information or data created by or for Boclips or its Content Partners that provides details about Content, including subject matter tags and alignment to educational curricula;

License Period: the length of the license period as described in the relevant Order Form or Schedule;

Publication: a digital product such as a digital textbook, online course, or closed network e.g. password protected website, intranet or any other digital delivery platform such as a learning management system accessed by End Users;

Promotional Materials: a thumbnail, image frame or GIF of a Clip (that uses the lesser of twenty percent (20%) or five (5) seconds of video Content or fifteen (15) seconds of audio Content) with “Boclips/[Name of Content Partner]” applied to it and in which the Clip is not modified, translated or otherwise transformed;

Professional Services: captioning, transcription, translation, content management, support or other services to be performed by Boclips in connection with Customer’s license of Content, and which shall be set forth on the Sub-License Schedule or separate statement of work.

Schedule: the schedule attached hereto which describes and provides terms and conditions of the Customer’s access and use of the Content, License Period, Fees, any Professional Services to be provided by Boclips, and any other specific terms. The parties may execute one or more Schedules under this Agreement, each of which upon execution and with this Agreement shall constitute a separate agreement between the parties. 

Subscription Period: the term of the subscription as set forth in the applicable Schedule.

2. LICENSE TO USE CONTENT & CONTENT RESTRICTIONS

2.1 Subject to Customer’s compliance with this Agreement and the applicable Schedule, Boclips grants to Customer for the License Period,

a.     a non-exclusive, non-sublicensable, non-transferable limited license to use that Content for Educational Use as part of a Publication; and
b.     solely as permitted by Boclips in advance and unless limited by any Content Restrictions, create and use Promotional Materials to promote the Content or Publication using the Content.

2.2 Customer acknowledges and agrees that it is permitted to access and use Content only in accordance with the express terms and conditions of this Agreement and the applicable Schedule, and that all rights not expressly granted to Customer in Content are reserved by Boclips and its Content Partners.

2.3 Customer shall ensure that Content (whether in whole or part):

a.     appears with a prominent and adjacent credit line in the form of “powered by Boclips”;
b.     is never used on a stand-alone basis outside of a Publication;
c.     is not used in any Publication that infringes any third party Intellectual Property Rights;
d.     is never used in any way which will, or is likely to, impair its meaning or damage or bring Boclips or Content Partners into disrepute. In particular, Content must never be used in any way (whether directly or in context or juxtaposition with other material or subject matter) which:

i.                defames, libels or slanders any person;
ii.              is pornographic, indecent or inappropriate, may cause religious or racial hatred or encourage or support extremist or unlawful acts;
iii.             infringes any moral rights or rights of privacy or publicity of any person (or any similar, analogous or related personal rights);
iv.             breaches any other applicable laws, regulations, rules, codes or guidelines; or
v.              indicates or implies that any Content featuring a model or property is being used other than for illustrative purposes only and does not indicate that any person depicted is a model.

2.4 Customer acknowledges and agrees that the right to make Edits is subject to the applicable Content Restrictions and that Customer must maintain the editorial integrity of the Content. Edits or alterations do not create any Intellectual Property Rights for the Customer in or to the Content or Edits.

For more details on BoClip’s Editing Policy and a list of Content Partners that do not allow Editing, which may be updated from time to time, please refer to https://www.boclips.com/editing-policy. Customer agrees to comply with such Editing Policy and understands and agrees that it shall not have the right to Edit Content from Content Partners or specific Content identified in such Editing Policy as prohibiting Edits, and that additional limitations may by placed at Boclips discretion.

2.5 Customer may not use Content, including associated Metadata and transcripts, to train machine learning or artificial intelligence (AI) systems or products, unless explicitly authorized in writing by Boclips. This restriction includes but is not limited to using Content or Metadata to train or improve AI algorithms, machine learning models, or any other AI systems; or leveraging Content and associated Metadata and transcripts to generate content such as videos or scripts.

2.6 Customer will:

a.     comply with all Content Restrictions. Customer understands and agrees that Customer is responsible for reviewing and understanding all applicable Content Restrictions prior to licensing or use;
b.     not use Content (whether in whole or part) in any advertising, promotional, endorsement, merchandising or other commercial material of a similar nature other than as expressly permitted herein;
c.     notify Boclips immediately of any unauthorized use of Content of which the Customer becomes aware and fully cooperate with Boclips on any investigation and enforcement action;
d.     Ensure that the Publication and Content meet all applicable local law, rules and regulations, subject to the Boclips warranty as set forth in Section 4.2.
e.     Customer is liable for the actions or omissions of End Users as if such actions or omission were its own.

3. FEES

3.1 Customer will pay Boclips the Fees as described in the Order Form or applicable Schedule(s). All sums payable by Customer to Boclips under this Agreement are exclusive of taxes, levies or duties, which are payable by Customer at the appropriate rate.

3.2 Customer must pay the full amount owed without any withholding or deducting any present or future taxes or duties, unless required by law. In such event, the payment amount due from Customer shall be increased to ensure that Boclips receives full payment after the withholding or deduction.

4. WARRANTIES; INDEMNITY

4.1 Each party warrants that it has full power and authority to enter into and perform its obligations under this Agreement.

4.2 Boclips warrants that to its knowledge and based on applicable laws of the United States, Canada or United Kingdom, Content does not contain any material that: (a) infringes third party proprietary rights (including Intellectual Property Rights, rights of privacy or rights of publicity); (b) contain defamatory, obscene, or otherwise unlawful material; (c) contain offensive, hateful, inflammatory or sexually explicit; (d) promote violence, discrimination or any illegal/ unlawful activity; or (e) otherwise breaches applicable laws in the United States, Canada or United Kingdom.

4.3 Except as required by applicable law without the possibility of contractual waiver, the Boclips platform and Content is provided on an “as is” and “as available” basis. In no event does Boclips warrant that the Boclips Platform, Content, or Professional Services, is or shall be error free, complete, comprehensive, fit for a particular purpose, or available without interruption.

4.4 Customer warrants and represents that it shall: (a) only use Content in the manner, and for the purposes, expressly specified in this Agreement and the applicable Schedule; (b) not delete or alter any notices, disclaimers or legends in or on Content; and (c) obtain all third party consents it requires in connection with Publication, other than the Content as provided herein.

4.5 Customer Indemnity. Customer shall indemnify and hold harmless Boclips and its Affiliates and Content Partners from and against any third party claims, actions, or suits, including all related  liabilities, damages, losses and expenses (including reasonably attorneys’ fees) incurred by Boclips or its Affiliates or Content Partners arising from: (i) Customer’s breach of any representation, warranty, covenant or obligation in this Agreement or Schedule; (ii) misuse of Content; or (iii) any allegations related to infringement by a Customer Publication (excluding claims for which Boclips indemnifies Customer as described in Section 4.6).

4.6 Boclips Indemnity.  Provided Customer has complied with its obligations in this Agreement, Boclips will indemnify Customer against any successful third party claim alleging that Customer’s use of Content in accordance with this Agreement infringes any copyright of such third party (a “Claim”), subject to the following condition: (a) Customer must promptly provide Boclips written notice of any Claim of which Customer becomes aware; (b) Boclips, in its absolute discretion, shall have the sole right and control over the conduct of and/or or settlement of any Claim; (c) Customer shall not make any admission of liability, agreement or compromise in relation to any Claim without the prior written consent of Boclips; and (d) Customer will give Boclips such information and assistance in relation to the Claim as is reasonably requested by Boclips. This indemnity shall not extend to any Claim arising from modification to Content made by any person other than Boclips or the relevant Content Partner or to the extent arising from the Publication (excluding the Content). This indemnification obligation is Customer’s sole and exclusive remedy and Boclips’s entire obligation for any allegations by any third party of infringement of any Intellectual Property Rights.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Boclips (and its licensors) own all rights in Content or otherwise possesses sufficient rights to include non-owned works in Content. Boclips retains all Intellectual Property Rights in and to the Boclips Platform and other Intellectual Property (including Metadata) created by or for Boclips relating to the Boclips Platform and Content.  Customer is not permitted to and shall not use, edit or create any adaptation or transcription of the Boclips Platform and shall not attempt to reverse engineer, disassemble, or decompile the Boclips Platform or its underlying software. 

5.2 Other than the expressly granted license, this Agreement does not vest or transfer ownership or interest in, any Content, software or Intellectual Property Rights from one party to the other party. Customer does not have the right to modify, create derivative works of, distribute outside of the Publication or sublicense (other than to End Users) any of the Content unless expressly permitted under the applicable Schedule.

5.3 If Customer becomes aware of any infringement or suspected infringement of Intellectual Property Rights related to the Boclips Platform or Content, Customer shall notify Boclips in writing within five business days.

6. LIABILITY

6.1 The liability exclusions in this Agreement do not apply to death or personal injury caused by negligence, fraud or fraudulent misrepresentation, any liability that cannot be excluded or restricted under applicable law.

6.2 Boclips shall not be liable to Customer in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, for any: (a) loss of profit; (b) loss of revenue; (c) wasted expenditure (excluding the fees); (d) anticipated savings; (e) loss of or corruption of data; or (f) indirect, consequential, incidental, punitive, exemplary or special loss or damage.

6.3 Subject to Sections 6.1 and 6.2, Boclips’s total aggregate liability to Customer for any loss or damage related to this Agreement, a Schedule or any Content shall be limited to the total fees paid by Customer to Boclips under this Agreement for that Content in the immediately preceding 12-months.

7. CONFIDENTIALITY

7.1 Each party agrees to treat all Confidential Information with the utmost confidentiality and exercise reasonable care to prevent its unauthorized use, disclosure, or reproduction. A Party shall only use Confidential Information of the other Party for the purposes of this Agreement and shall not disclose it to any third party without prior written consent. The obligations of confidentiality shall survive the termination or expiration of this Agreement.

7.2 Each party acknowledges that the obligations of confidentiality shall not apply to information that is or becomes generally available to the public other than as a result of its disclosure in breach of this Agreement; or is independently acquired or developed without reliance on Confidential Information of the other party.

7.3 Either party may disclose Confidential Information to the extent required by any court of competent jurisdiction or any applicable judicial, governmental, supervisory, regulatory or self-regulatory body, to the extent legally permitted, the disclosing party shall give the other party prompt written notice of such requirement.

8. TERM AND TERMINATION

8.1 This Agreement starts on the Effective Date and continues unless terminated earlier or until each Schedule terminates or expires in accordance with its terms.

8.2  Either party may terminate this Agreement or any Schedule immediately by written notice if: (a) the other party materially breaches its obligations under this Agreement or the Schedule and fails to remedy that breach within thirty (30) days of receiving written notice of the breach; or (b)the other party experiences an Insolvency Event.

8.3 Boclips may terminate this Agreement without liability to Customer if:

a.     there is a change of Control of Customer following which the entity Controlling Customer can reasonably be viewed by Boclips as a direct competitor of Boclips; or likely to materially damage the reputation of Boclips;
b.     Customer’s use of Content may lead to Boclips violating a court order, instruction, or request, or any applicable laws or regulations;
c.     Customer brings court proceedings or takes steps aimed at defeating the validity of any of Boclips or its Content Partners’ or licensors’ Intellectual Property Rights; or
d.     Customer purports to assign any of its rights or obligations under this Agreement in breach of Section 10.7.

8.4 In the event of any termination by Boclips pursuant to Sections 8.2 or 8.3, all Schedules immediately terminate, unless otherwise stated in Boclips’s notice of termination. Customer must immediately cease all use of Content under such Schedules. Upon such termination, Boclips has the right to suspend all use of Content by Customer or its End Users.

9. AMENDMENTS

Boclips may change the terms of this Agreement as required to comply with applicable law, Content Provider requirements or other business necessity upon written notice, but other than changes required to comply with applicable law, such changes will not affect Customer’s rights to previously downloaded or accessed Content. By downloading or accessing Content after such changes, Customer accepts the modified Agreement.

10. GENERAL PROVISIONS

10.1    Publicity. Both parties can publicize the fact that this Agreement has been entered into and Boclips may list Customer as a customer, and Customer may list Boclips as a content partner in its promotional materials, including websites.

10.2    Customer Equipment. Customer is solely responsible for acquiring, servicing, maintaining, and updating all equipment, networks and other technical infrastructure not owned or operated by or on behalf of Boclips, necessary to access and use Content, including related expenses and taxes.

10.3    Force Majeure. Neither party shall be in breach of this Agreement or liable for failure or delay in performance of obligations under this Agreement (other than failure to pay Fees) arising from an event beyond its reasonable control. The other party’s corresponding obligations will be suspended to the same extent. If such an event prevents either party from performing its obligations for a continuous period of ninety (90) days or more, the other party may terminate this Agreement by providing written notice.

10.4    Notices. All communication and notices related to this Agreement must be in English and sent by email to support@boclips.com or other email address provided by Boclips for Boclips or to the email address provided by Customer. Notices are considered received on the date sent unless an automated bounce back message is received.

10.5    Waiver. The failure or delay by either party in exercising any right, power or remedy of that party under this Agreement does not impair such right, power or remedy nor act as a waiver of it. The single or partial exercise by either party of any right, power or remedy under this Agreement does not preclude further exercise of it or the exercise of any other right, power or remedy. Waiving a breach of or default under this Agreement does not waive subsequent breaches or defaults or affect other terms of this Agreement. Any waiver must be in writing, be signed on behalf of the party granting it.

10.6    Severance. If any provision (or part) of this Agreement is found by a court or body of competent jurisdiction to be invalid, unenforceable or illegal, it will be modified to the extent necessary to make it valid, enforceable and legal or deleted and the other provisions will remain in force.

10.7    Assignment and sub-contracting. This Agreement and Customer’s rights, duties and obligations are personal and cannot be assigned, transferred, delegated, or subcontracted without Boclips’s prior written consent. Boclips may assign, novate, subcontract or transfer this Agreement or any of its obligations to any person or entity. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.

10.8    Independent contractors. The parties are independent contractors, and this Agreement does not create an agency, partnership, joint venture or employee-employer relationship.  Neither party shall have the power to obligate or bind the other party. Boclips confirms, and Customer acknowledges, that Boclips is not executing, or acting under, this Agreement as an agent for Boclips’s Content Partners, licensors or any other third party.

10.9    Third party rights. No term of this Agreement intends to confer a benefit on or to be enforceable by any person who is not a party to this Agreement.

10.10 Entire agreement. This Agreement and the applicable Sub-License Schedules constitute the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to such subject matter. In case of inconsistency between the terms of a Sub-License Schedule and the terms of this Agreement, the Sub-License Schedule shall control for such Sub-License Schedule only. Each party agrees that in entering into this Agreement, it relies only on the statements, representations, warranties and understandings expressly set out in this Agreement. The only remedy available to each party for breach of this Agreement shall be for breach of contract under the terms of this Agreement.

10.11 Injunctive relief. Each party recognizes that the other party’s business relies upon the protection of its Intellectual Property Rights or Confidential Information. In the event of a breach or threatened breach, the other party may suffer irreparable harm for which damages alone would not be an adequate remedy. The other party may therefore, in addition to any other remedies available be entitled to, seek injunctive relief, specific performance or similar equitable relief to prevent any such breach. The prevailing party shall be entitled to recover all costs and expenses, including legal fees incurred because of any such legal action.

10.12 Governing law and jurisdiction. This Agreement and any claim or dispute under or relating to it or any Sub-License Schedule, shall be governed by the laws of the State of Delaware and the United States. The laws of any other jurisdiction and the United Nations Convention on the International Sale of Goods will not apply.

10.13 Dispute Resolution.  If a dispute related to this Agreement arises, the parties will make good faith efforts to amicably resolve it. Disputes that cannot be resolved by the parties by discussion will be settled by arbitration in accordance with the rules of the American Arbitration Association and which will take place in the State of Delaware unless otherwise agreed by the parties. Each party shall bear its own costs for such arbitration proceedings.  However, a party may still seek injunctive relief from any court of competent jurisdiction as set forth in Section 10.11.

SCHEDULE - BOCLIPS LIBRARY & LICENSING VIA EMBED CODE

The purpose of this Schedule is to describe the terms and conditions specific to a media license delivered via embed code under the Master License Agreement entered into between the Parties on the date of acceptance by Customer (whether executed in writing, by clickthrough or other means of acceptance) ("Schedule Effective Date”). Additional terms and conditions may be set forth in this Schedule. Capitalized terms used but not defined in this Schedule shall have the meaning ascribed in the Agreement.

Additional Definitions:

Embed Code: a piece of computer code in HTML language or a link for Customer to include in their Product to allow End-Users to access and View the selected Content;

License Period: As set forth on the Order Form or Schedule, including as designated through Credit Exchanges.

Service Level Agreement: the service level agreement shown in Schedule 2;

Subscription Term: the period specified on the Fee Schedule or Order Form, otherwise the one year period commencing on the Schedule Effective Date, unless terminated earlier as set forth in the Agreement’;

Support: support and maintenance described in clause F below;  

View: to stream (whether in whole or part) a Clip

Supplemental Licensing Terms

A. Subscription 

Customer shall receive that number of credits for each year of the Subscription Term, which credits may be exchanged for access and use of Content as set forth on the Order Form or Schedule 1.

B. License to Stream, Integrate and Use Content

Boclips grants to Customer for the License Period, the right to access and allow End Users to access the Boclips Platform solely to View Content for Educational Use as part of Products as set forth in Agreement.

C. License Restrictions

a. Customer will not use the Embed Code for any purpose other than in connection with the authorized access and Viewing of the Content in a Product.

b. Customer shall not distribute, disclose or transfer the Embed Code to any third party other than as necessary for use in the Product.

D. Fees

a. Customer shall pay Boclips the Fees as described in the Order For or Schedule I. 

b. Except as otherwise set forth in Schedule I, any invoiced Fees shall be due and payable within thirty (30) days. If Customer fails to pay any subsequent Fees when due, Boclips shall have the right to (i) suspend access to the applicable Content until all outstanding Fees are fully paid; and/or (ii) charge Customer interest on all Fees not paid when due at a rate equal to the lesser of: (a) 1% per month or (b) the highest rate permissible under applicable law.

E. Delivery; Commencement of License Period

a. Within three (3) business days of the Customer’s order of Content (“Order Date”) (including by exchange of credits) and subject to payment of Fees and if applicable, delivery of Professional Services, Boclips will provide Customer with the applicable Embed Code.

b. The License Period of Content begins on the Order Date for the applicable Content and shall continue for the period purchased (including credit exchanges) as outlined on the Order Form or Schedule 1. Boclips will permit Customer and their End-Users to access and View such Content for a period of ninety (90) days following expiration of the License Period (“Grace Period”).

i. If Customer is extending the License Period (including by renewing a license) of Content under a previously purchased license prior to expiration, the License Period extension begins on the day after expiration of the original license, exclusive of any previously granted Grace Period.

F. Support and Maintenance

a. Boclips will provide technical support to Customer on the Boclips Platform in accordance with the Service Level Agreement. Boclips will not be obligated to communicate with End Users directly as part of providing Support.

b. To receive Support, Customer must provide Boclips with all information reasonably needed to investigate and diagnose any issue.

G. Consequences of Termination 

Upon termination or expiry of Agreement, the following shall apply: 

a. Each party shall promptly return or dispose of, as instructed by the other party, all materials, documents or Confidential Information related to the other party’s business that is possesses or controls, regardless of the form or storage medium;

b. all licenses granted under this Agreement will immediately terminate, except as specified in Clause d below; and

c. the parties will have no further obligations or rights under this Agreement, except for accrued rights and obligations prior to termination or expiration. Certain clauses necessary for the interpretation or enforcement of this Agreement or those that reasonably survive termination or expiration will remain in effect.

d. If Boclips does not terminate this Agreement per Sections 8.2 or 8.3 of the Master License Agreement, the expiration or termination of the Agreement will not affect licenses already granted by Boclips under this Schedule. Such licenses will continue for the remaining applicable License Period.

Integration of Agreement

If the terms and conditions of this Schedule conflict with those of the Agreement, the terms of this Schedule will control with respect to the subject matter herein. This Schedule is an attachment to and is considered part of the Agreement. This Schedule, together with the Agreement, represents the comprehensive understanding of the parties regarding the media streaming license provided by Boclips.

SCHEDULE - BOCLIPS LIBRARY & LICENSING VIA MP4

The purpose of this Schedule is to describe the terms and conditions specific to a media license delivered via MP4 file under the Master License Agreement entered into between the Parties on the date of acceptance by Customer (whether executed in writing, by clickthrough or other means of acceptance) ("Schedule Effective Date”). Additional terms and conditions may be set forth in this Schedule. Capitalized terms used but not defined in this Schedule shall have the meaning ascribed in the Agreement.

Additional Definitions:

License Period: As set forth on the Order Form or Schedule, including as designated through Credit Exchanges.

Subscription Term: the period specified on the Fee Schedule or Order Form, otherwise the one year period commencing on the Schedule Effective Date, unless terminated earlier as set forth in the Agreement’;

Supplemental Licensing

A. Subscription
If purchasing under a credits plan, Customer shall receive that number of credits for each year of the Subscription Term, which credits may be exchanged for Content licenses as set forth on the Order Form or Schedule 1. 

B. License to Download and Use Content
Boclips grants to Customer for the applicable License Period, the right to download and use the  licensed Content as permitted under the Agreement. 

C. License Restrictions
Customer shall ensure Content (whether in whole or part):

a. is not manipulated by End Users to enable use separately from the Product;
b. is subject to effective copy protection security and file sharing deterrents in accordance with current industry standards for as long as the Product is made accessible via any media which allows their End Users to store a copy;

D. Fees

a. Customer shall pay Boclips the Fees as described in the Order Form or Schedule 1
b. Except as otherwise set forth in the Order Form or Schedule 1, any invoiced Fees shall be due and payable within thirty (30) days. If Customer fails to pay any subsequent Fees when due, Boclips shall have the right to (i) terminate Customer’s right to purchase and/or use the Content; and/or (ii) charge Customer interest on all Fees not paid when due at a rate equal to the lesser of: (a) 1% per month or (b) the highest rate permissible under applicable law.

E. Delivery

a. Within three (3) days of the purchase (including credit exchanges) of Content and subject to payment of Fees and if applicable, delivery of Professional Services, Boclips will provide Customer with a link to download a high resolution .mp4 file (or equivalent) for the relevant Content (“Delivery Date”).
b. The License Period of the Content begins on its Order Date and continues for the period purchased (including credit exchanges) as set forth on the Order Form or Schedule 1 plus a grace period of ninety (90) days.
          i. If Customer is extending the License Period (including by renewing a license) of Content under a previously purchased license prior to expiration, the License Period extension begins on the day after expiration of the original License Period, exclusive of any previously granted grace period. 

F. Consequences of Termination

Upon termination or expiry of the Agreement, the following shall apply:

a. Each party shall promptly return or dispose of, as instructed by the other party, all materials, documents or Confidential Information related to the other party’s business that is possesses or controls, regardless of the form or storage medium;
b. all licenses granted under this Agreement will immediately terminate, except as specified in Clause d below; and
c. the parties will have no further obligations or rights under this Agreement, except for accrued rights and obligations prior to termination or expiration. Certain clauses necessary for the interpretation or enforcement of this Agreement or those that reasonably survive termination or expiration will remain in effect.
d. If Boclips does not terminate this Agreement per Section 8.2 or 8.3 of the Master License Agreement, the expiration or termination of the Agreement will not affect licenses for Content already granted by Boclips under this Schedule. Such licenses will continue for the remaining applicable License Period.

Integration of Agreement

If the terms and conditions of this Schedule conflict with those of the Agreement, the terms of this Schedule will control with respect to the subject matter herein. This Schedule is an attachment to and is considered part of the Agreement. This Schedule, together with the Agreement, represents the comprehensive understanding of the parties regarding the media download license provided by Boclips. 

SCHEDULE - BOCLIPS INTEGRATE

The purpose of this Schedule is to describe the terms and conditions specific to a media streaming license under the Master License Agreement entered into between the Parties on the date of acceptance by Customer (whether executed in writing, by clickthrough or other means of acceptance) ("Schedule Effective Date"). Additional terms and conditions may be set forth in this Schedule. Capitalized terms used but not defined in this Schedule shall have the meaning ascribed in the Agreement.

Additional Definitions:

Scope of Work: if applicable, any description of services to be performed by either party based on a pre-agreed timeline as attached to this Agreement in a separate Schedule;

Service Level Agreement: the service level agreement shown in a separate Schedule if relevant;

Subscription Term: the period commencing on the Schedule Effective Date and specified in a fee schedule or order form, unless terminated earlier as set forth in the Agreement.

Support: support and maintenance described in clause D below;

View: means to stream (whether in whole or part) a Clip

Supplemental Licensing Terms

A. License to Stream, Integrate and Use Content

Boclips grants to Customer for the Subscription Term, the right to access and allow End Users to access the Boclips Platform solely to View Content for Educational Use as part of Publications as set forth in the Agreement.

B. Fees

a. Boclips shall invoice Customer in advance for the Software Subscription Plan and Content Subscription Plan Fee.
b. Customer shall pay all invoices within thirty (30) of the date of the invoice.
c. During the Term, and for two (2) years after termination or expiry, Customer shall keep accurate and up to date books and records relating to its obligations contained in the is Agreement, including the number of End Users, the number of Views under any streaming Sub-License Schedule and the Publications for which Content is used. Boclips or its third-party auditor may, provided fifteen (15) days advanced notice is given, audit the relevant records of Customer to ensure that the Fees paid under this Agreement are correct. If an audit reveals any overdue unpaid Fees or other material noncompliance with this Agreement, Customer will pay Boclips any unpaid Fees or other charges within thirty (30) days of Boclips’s request and reimburse Boclips for its costs incurred in connection with the audit.

C. Transmission of API data

a. Customer agrees to publish API playback events. If Customer is using the web player provided by Boclips, publication of events happens automatically. If Customer is using a custom player, Customer must publish events themselves.
b. If Customer fails to publish API playback events or otherwise blocks or prevents the publication or submission of playback events to Boclips, such event constitutes a material breach of Customer’s obligations under this Agreement and a cause to terminate the Agreement immediately per 8.3 of the Master License and Services Agreement.
c. Customer acknowledges that Boclips will use such playback data to track and calculate Customer’s use of the Boclips Platform and number of Content views, including to enforce any limitations on Customer’s use or to calculate the fees owed to Boclips based on Customer’s subscription.  Boclips may also use such data for its own product and market research purposes.

D. Support and Maintenance

 a. Boclips will provide technical support to Customer on the Boclips Platform in accordance with the Service Level Agreement. Boclips will not be obligated to communicate with End Users directly as part of providing Support.
 b. To receive Support, Customer must provide Boclips with all information reasonably needed to investigate and diagnose any issue.

E. Consequences of Termination

Upon termination or expiry of this Agreement, the following shall apply:

a. each party shall promptly return to the other party or otherwise dispose of as the other party may instruct, all materials, documents or papers whatsoever including Confidential Information of the other party sent to it and relating the other party’s business which it may have in its possession or under its control in whatever form it may be recorded or stored, including any electronic or digital storage media;
b. all licenses or subscriptions granted under this Agreement shall immediately terminate and Customer and its End Users shall have no right to access the Boclips Platform for Viewing any Content or Clips under this Schedule; and
c. the parties shall have no further obligations or rights under this Agreement, without prejudice to those which have accrued to either party prior to termination or expiry save that those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement or which by their nature can be reasonably interpreted as surviving the expiry or termination of this Agreement, shall continue to have effect after such expiry or termination.

Free Usage Terms

If Customer has acquired free usage of the API and Boclips Platform (also known as being a Customer on a “Free Trial” or  “Starter Plan” or “Starter Account”), the following terms shall apply to such free usage:

A. Free Usage Disclaimer

During the free usage period, Boclips provides access to the Boclips Platform, including the API, on as as-is basis without any warranties or representations, and disclaims all liability for any damages, losses, or issues arising from the use of the Boclips Platform during the trial period.

B. Free Usage Limits

a.     Boclips reserves the right to set or modify usage and term limits for free usage at its sole discretion. Changes to these limits may be implemented at any time without prior notice.
b.     Boclips reserves the right to terminate or suspend access to the Boclips Platform for free users at any time and for any reason. This includes, but is not limited to, violation of the Boclips Master License & Services Agreement and Integration Schedule (“Terms and Conditions”).
c.     User shall only use the API and Boclips Platform for internal use and not for third party commercial use.  

C. Support Disclaimer

While Boclips will make reasonable efforts to provide support during the free usage period, free users acknowledge and agree that Boclips has no contractual obligation or Service Level Agreement to provide service or technical support. 

D. Communication Consent

Free users agree to provide Boclips with a valid email address and consent to receiving emails, including marketing emails, and agree that Boclips may use email as the primary means of communication of any notices, statements, or other communications.

E. Data and Privacy

During the free usage period, Boclips may collect and process user data as outlined in the Privacy Policy. Free users are encouraged to review the Privacy Policy for details on how their data are handled.

F. Agreement to Terms

By accessing and using the  Boclips API and Platform under free usage, users acknowledge and agree to abide by the terms and conditions outlined in this Free Usage provision, as well as the overall Boclips Terms and Conditions.
 

G.  Expiration of Free Usage

Upon expiration or termination of the free usage period, including by the user exceeding any limits to free usage set by Boclips, if user has not converted to a full license by execution of a new order form or schedule, Boclips has the right to immediately terminate user’s right to access and use the API and Boclips Platform or view or access any Content or Clips, and to permanently delete any data user has entered into the services.

Integration of Agreement

If the terms and conditions of this Schedule conflict with those of the Agreement, the terms of this Schedule will control with respect to the subject matter herein. This Schedule is an attachment to and is considered part of the Agreement. This Schedule, together with the Agreement, represents the comprehensive understanding of the parties regarding the media streaming license provided by Boclips.

SCHEDULE  – SERVICE LEVEL AGREEMENT
Severity Definitions and Escalation Procedures

1. Problems will be classified by Boclips into 3 levels of severity.

Severity 1 (critical): The problem causes an outage to the Boclips Platform or Content so that it is completely or substantially unavailable.

Severity 2 (medium): The problem causes degradation to the Boclips Platform or Content but does not disrupt critical functions. A work around is available until the problem can be corrected.

Severity 3 (low): This includes any other non-critical or non-serious problem to the Boclips Platform or Content.

Boclips shall use reasonable efforts to meet targets.

Known issues and their status, as well as notifications of Scheduled Downtime, are available on Boclips's status page at https://boclips.statuspage.io/. Customers are recommended to subscribe to this status page to receive notifications. For all other incidents please contact support@boclips.com. 

2. Remedies and Performance Standards.

Boclips shall use reasonable efforts to adhere to an Uptime Commitment in respect of the Boclips Platform of at least 99.5% (except for Scheduled Downtime and Other Downtime Exclusions) measured on a quarterly basis as defined below. In the event that actual uptime falls below the Uptime Commitment during a quarter and Customer's service is affected, Customer shall be entitled to a Service Credit to their account upon timely request by the Customer.

"Uptime Commitment" is the percentage of total possible minutes a Boclips Platform service was available to the Customer during a calendar quarter. Boclips's commitment is to maintain at least 99.5% uptime according to the calculation below, where all values are measured within the same calendar quarter and exclude Scheduled Downtime and Other Downtime Exclusions:

[(total minutes - downtime minutes  / total minutes] >= 99.5%

"Service Credit" is equal to the Fees paid by the Customer for the period the service was down according to the calculation below, where all values are measured within the same calendar quarter and exclude Scheduled Downtime and Other Downtime Exclusions.

Fees in quarter * (total minutes of downtime / total minutes in quarter)

If Fees are set on a non-quarterly basis, they will be prorated to the quarter in question.

A Service Credit is not a refund, cannot be exchanged into a cash amount, is capped at a maximum of 30 days of paid service, and requires Customer to have paid any outstanding invoices and expires upon termination of the Customer's contract. Service Credit is the sole and exclusive remedy for any failure by Boclips to meet its obligations under this Service Level Agreement. Service Credits are not automatically granted and must be requested via Customer's Account Manager within two weeks of the end of the quarter in which the Uptime Commitment was not achieved.

The Uptime Commitment and Service Credit policy do not apply to products or features identified as pilots, alphas, betas, private previews, or similar indication that they are in development by Boclips.

3. Scheduled Downtime

As used herein, Scheduled Downtime shall mean any of the following:

i. Planned Downtime, and
ii. Emergency Downtime,

as both terms are defined herein.

Boclips shall not be deemed to have failed any actual system Uptime Commitment where such failure is a result of Planned Downtime or Emergency Downtime.

“Planned Downtime” is defined as: (i) downtime requested by Customer; or (ii) any planned outage for maintenance, repairs, upgrades or testing provided that Boclips will use reasonable efforts to provide at least 5 days advance notice on the status page linked above. Boclips shall use reasonable efforts to limit Planned Downtime to four hours total within a quarter, unless more frequent or longer outages are requested or approved by Customer which approval will not be unreasonably withheld.

“Emergency Downtime” is defined as any unplanned outages for which Boclips is unable to provide advance planning or notice as Planned Downtime and such outages could not have been avoided with reasonable precautions. These may include issues related to external applications or third parties on which Boclips services depend, such as Kaltura or Google Cloud Platform.

4. Other Downtime Exclusions

As used herein, Other Exclusions shall mean any of the following:

i. Slowness or other performance issues with individual features
ii. External network or equipment problems outside of our reasonable control, such as bad routing tables between the Customer's internet service provider and Boclips servers
iii. Downtime caused by a required platform update Customer was notified about in advance and did not take action to update their integration within a reasonable required timeframe.

API Setup Support for Boclips Integrate — API Customers

1. Boclips will provide reasonable Support to Customers of the Boclips API (also known as “Boclips Integrate”) over email regarding setup of the Boclips API and technical issues related to the Boclips Platform, including guidance on configuration, authentication, and basic troubleshooting. Customers acquiring access to Boclips Integrate through free usage are not entitled to Support.

2. Unless otherwise agreed in another Schedule, the following limitations to Support apply:

a. Boclips will not provide general development assistance for Customer’s product.
b. Boclips will not provide code-level assistance, including writing, modifying, or debugging code.
c.  Any Support provided by Boclips presumes the Customer has a development or technical team capable of integrating the Boclips API.