YUDU Ltd - Terms and Conditions of Sale U.K.
These terms cover the use by customers ('Customer') of the Yudu Website and Services listed (the 'Services') and are accepted once the Confirmation of Rate/Order Confirmation (the 'Order') is signed or the Service is accessed.
Using the Yudu publishing services ('Publisher' and 'Express')
Publishers are solely responsible for all content they make available through Publisher or Express. Such content ('Customer Content') constitutes any documents and/or data information that is uploaded to the Yudu publishing service by Customer. Any Publisher who makes Customer Content available, by doing so, certifies that they own all intellectual Property in the content and grants Yudu a worldwide, irrevocable, royalty-free, non-exclusive, sub-licencable licence to use, reproduce, distribute, transfer, transmit, distribute and publish content for the purposes of (i) displaying content on the Yudu publishing service, (ii) distributing content by any means to Users seeking to access it, and/or (iii) storing content. This applies to the storage and distribution of content in any current or future medium.Privacy
Yudu will comply with the data processing provision set out at www.yudu.com/about/gdprConduct
Yudu will fully co-operate with all law-enforcement requests or requirements relating to prohibited conduct on our Website or Services and we reserve the right to determine what conduct is prohibited. The following (which is not an exhaustive list) are examples of prohibited conduct
- violating the legal right of others or otherwise violating the law in any way; this includes illegally downloading files, making false statements including use of false identities and/or affecting use of the publishing services by others
- transmitting information that may affect the operation of another person’s system, such as files that contain viruses or corrupted files
- interference with the Yudu publishing service including overloading.
All Publisher's editorial content and graphics on the Yudu publishing service are protected by copyright laws and may not be copied without the express permission of the Publisher who reserves all rights. Re-use without the Publisher's permission is strictly prohibited. Any User who believes their intellectual property rights are being infringed are encouraged to resolve their dispute directly with the offending Publisher. Yudu are willing to perform a limited investigation of reasonable complaints of infringements but do not guarantee the removal of the infringing material. If you believe your copyright material is being used without permission please notify the Yudu Development Manager, Tom Stone (email@example.com) with the following information:
- A description of the copyrighted work that is claimed to be infringed and where it is located on the Yudu publishing system.
- An address, telephone number, and e-mail address where Yudu and the Publisher can contact you.
- A statement that you are the copyright or intellectual property owner and have a good-faith belief that the use is not authorised by the copyright or other intellectual property right.
If a dispute cannot be resolved Yudu reserves the right to remove the disputed content pending further resolution. Notice will be given to all parties if such a removal has been actioned.Fee-based Services
The fees for use of the Services are either shown on the Website or detailed in the Order. These fees are payable according to the payment terms detailed on the site or on the Order. Overdue fees will attract a late payment fee calculated on a monthly basis as a percentage of the overdue fee using the current Bank of England base rate plus 5%.Licenses
The use of the Yudu Services is granted to Customer under licence ('Licenced Products') which is a worldwide, non-exclusive, non-transferrable, terminable licence. The term of the licence is detailed on the Website or on the Order.License and Usage Grant: Customer Obligations
Customer agrees that, except and only to the extent that applicable law permits, it will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Licenced Products or any part thereof or otherwise attempt to discover any source code, modify the Licenced Products in any manner or form, or use unauthorised modified versions of the Licenced Products, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorised access to the Licenced Products.
The licence is for Customer’s own use and Customer is prohibited from directly or indirectly sublicensing use of the Licenced Products to any third parties.
Customer acknowledges and agrees that Yudu owns all rights, title and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity and similar rights of any type, including any applications, continuations or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory or judicial authority (collectively, the “Intellectual Property Rights”) in the Licenced Products. The licence granted to Customer does not convey any rights in the Licenced Products other than those oulined above, or any Intellectual Property Rights thereto. Any rights not expressly granted herein are reserved by Yudu.License and Usage Grant: YUDU Obligations
Customer will grant Yudu, during the licence term, licence to copy, adapt and transmit the Customer Content to the extent necessary to provide the Services to Customer and Yudu may not use it for any purpose other than this. The licence from Customer will be non-exclusive and non-transferrable and will survive the termination of the Yudu licence to Customer for 90 days for the purposes of storing back-ups.Limited Warranties
Yudu warrants that the Services will be free from material defects under normal use and that the code of the software underlying the Service meets industry standards in all respects.Disclaimer of Warranties
Yudu does not warrant that our Website or Services will be uninterrupted or error free nor give any warranty as to the Content thereon. The Services are provided on an 'As Is' and 'As Available' basis for commercial use of the Customer who assumes all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for their purposes. Customer acknowledges that computer and communication systems are not fault-free and occasional downtimes occur and Yudu cannot guarantee that the Services will be uninterrupted, timely, secure or error-free or that Content loss will not occur.Limitations of Liability
In no event will Yudu be liable for incidental, consequential, punitive, special or exemplary damages, or indirect damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising from the use of the Services. The maximum liability of Yudu arising out of or in connection with any licence, use or other employment of the Licenced Products, will in no case exceed the price paid to Yudu for the Licenced Products.Indemnification
Yudu will defend, indemnify, and hold harmless Customer and its subsidiaries and their respective directors, officers, employees, and agents from and against all Claims (being all actions, causes of action, liabilities, claims, suits, judgements, liens, awards and damages of any kind) arising out of a bone fide claim of the infringement of any patent or copyright by the Licenced Products or involving the wrongful use of any trade secret or confidential information by Yudu, and shall give Customer notice of all such Claims against YUDU. Notwithstanding this, YUDU will not be liable to Customer for Customer's consequential damages or lost profits as a result of Customer’s inability to use the Licenced Products due to any permanent injunction. Customer will give YUDU prompt notice of all Claims made against Customer or any of its affiliated or subsidiary companies and shall cooperate with YUDU (at YUDU’s expense) in the defence or settlement of such Claims.
If the Licenced Products are, or are likely to be, the subject of an infringement claim, YUDU, at its expense, will: (a) procure the right to allow Customer to continue to use of the Licenced Products, or (b) modify or replace the Licenced Products or infringing portions thereof to become non-infringing, without loss of material functionality. If YUDU is unable to provide one of the remedies in (a) or (b) within forty-five (45) days of notice of the claim, YUDU will have the right to terminate the licence and refund all fees paid hereunder for the use of the Licenced Products. The foregoing remedies are in addition to any other remedies Customer would have at law or equity.Suspension for ongoing harm
Yudu reserves the right, after immediate notification to Customer, to suspend Customer's access to and/or use of the Licenced Products and/or access to Customer Content without liability to Customer if Yudu reasonably concludes that Customer is using the Licenced Products to engage in denial of service attacks, spamming, or illegal activity. Yudu's decision not to exercise such right will not preclude it from doing so at any time thereafter. Yudu will make all commercially reasonable efforts to immediately notify Customer of such suspensions or access, but will not be liable to Customer if such notification is not received, and will in the first instance attempt to quarantine the offending Customer Content to allow resolution before suspension.Suspension for overdue account
If a Customer account is still overdue for payment after two overdue account reminders have been sent Yudu reserves the right to suspend Customer's access to and/or use of the Licenced Products and/or de-publish specific undisputed, unpaid but overdue Customer Content without liability to Customer.Termination
The initial termination date for use of the Licenced Products will be the end of the initial term of the Licence stated on the Order. Licences will automatically renew from this date on an annual basis unless terminated by either Customer or Yudu giving 30 days notice prior to the termination date.
In the event of the breach of any material provisions of these terms and conditions by the other party, either Customer or Yudu may terminate the use of the Licenced Products provided that the terminating party provides written notice to the other party allowing a 30 day period in which to cure the breach and the breaching party fails to cure the breach during this period.
Upon termination of the Licence for the Licenced Products Customer will have no rights to continue use of the Licenced Products. If termination is a result of a breach on Yudu's part, Yudu will refund the pro-rata portion of any unused fees that may have been made by Customer. If termination is a result of a breach on Customer's part then Yudu will retain all fees that may have been paid by Customer.
Upon any termination or expiration of Licence Yudu will return to Customer, or at Customer's option destroy, all Customer Data in Yudu's control or possession.Miscellaneous
These terms and conditions apply to Yudu and Customer and do not create any joint venture, partnership, agency, or employment relationship between the parties. Yudu reserves the right to name Customer as a user of the Licenced Products.
Customer cannot sub-licence the use of the Licenced Products but is permitted to licence users for the purpose of fulfilling Customer's business operations.
Any disputes, actions, claims or causes of action arising out of or in connection with these terms or the Licenced Products will be subject to the exclusive jurisdiction of the English courts. If customer has signed an Order with YUDU MEDIA for use of the Services or Licenced Products in the USA any disputes, actions, claims or causes of action arising out of or in connection with these terms or the Licenced Products will be subject of the exclusive jurisdiction of the courts of Massachusetts, USA.
If any provision in these terms is held by a court of competent jurisdiction to be contrary to law, the provision will be limited or eliminated to the minimum extent necessary so that the remainder of the terms will otherwise remain in force and effect.
Neither Yudu nor Customer will be liable for any loss or delay resulting from any force majeure event, including, but not limited to acts of God, fire, natural disaster, terrorism, labour stoppage, war or military hostilities or criminal acts of third parties. This shall not operate to excuse any failure to pay any amounts when due.
These service-specific terms are in addition to the previous general termsYUDU Express
Yudu's 'Express' publishing system is a web-based publishing platform which is hosted by Yudu and licenced for use by Customer for the subscription fee and term determined by the Customer selection on the Yudu Website sign-up. The term will commence from the date the Customer completes the first payment of the fee. Subsequent monthly or annual subscription fees will be automatically debited to Customer (using the Customer's payment method) on the recurring monthly or annual date.
Customer's access to the Express will cease after the end of the subscription term if not renewed. Yudu has the right to suspend Customer's access and/or use of Express if Customer's payment is not received by Yudu and will not be liable to Customer or other third party as a result of such suspension.
Yudu will not make any refunds of subscriptions (except as expressly required by law), although Customer can cancel subscription fees at any time.YUDU Publisher
Yudu's on-line digital publishing platform ('Publisher') is a fully hosted system allowing Customers to publish documents for wide Reader access to either the Web or to Customised Applications.
Fees charged to Customer for use of Publisher are by way of either payment for a number of pages ('Advance Page Purchase') or by licence for Publisher access ('Publisher Licence')for a period of time with a capped page usage allowance ('Capped Usage'). The fees, pages and term are detailed on the Order.
Customers making an Advanced Page Purchase will be granted access to Publisher upon signature of the Order and will be allowed use of the system until all purchased pages have been used.
Customers purchasing a Publisher Licence will be granted access to Publisher upon signature of the Order and this will be the commencement date of the term detailed on the Order. If the Capped Usage is reached within the term Customer can continue the use of the system by making an Advance Page Purchase at the page rate detailed on the Order. If the Publisher licence is not renewed at the end of the term, access to Publisher will cease.
The fees charged to Customer include an allowance for the inclusion of embedded video clips within the Customer Content and assumes a 'fair viewing policy' for the viewing of Customer Content. These limits will be detailed on the Order. Insertions of embedded video or viewing of Customer Content above these limits will attract an overage charge at a rate detailed on the Order and these will be billed to Customer on a monthly basis.Customisable Apps
Yudu's customisable Apps enable Customers to publish content from Publisher to an Application ('Customised App') which can be accessed on mobile and other devices and requires customization by Yudu to Customer specifications and may need approval for use on certain operating platforms (Apple or Android) using Customer's developer account with the relevant operating platform. It will be Customer's responsibility to set up the necessary development account and allow Yudu access to it.
Customer agrees that Yudu will have at all times access to the Customised App, by being provided with the necessary log-in details for access, solely for the purpose of customizing, testing and checking during the customisation and any App submission process, and subsequently for maintenance and software upgrade purposes.
Customer agrees that the Customised App will acknowledge the Yudu copyright of the App within its information fields
Yudu will agree with Customer the specifications for the Customised App and make such App compliant with these. The one-off fee for this customisation will be detailed in the Order and will be payable in accordance with the terms outlined therein.
The Customised App is licenced to the Customer the fee for which will be charged annually in advance from the date of signature to the Order. The fee will continue annually unless prior notice is given 30 days in advance of any anniversary date by either Customer or Yudu.
The fee includes the update of the Customised App with the latest versions of the Yudu Application software together with troubleshooting and technical help and support during each year. It is Yudu's intention (but not obligation) to ensure wherever necessary that the Customised App is compliant with changes made by the operating platform (Apple/Android) wherever possible throughout each year. Yudu may adjust the annual fee after the first year or in subsequent years but not by more than the rate of inflation as determined by the Consumer Prices Index and the provision to Customer of at least 60 days notice of the increase.
The fee includes an allowance for the inclusion of embedded video clips within the Customised Application and assumes a 'fair viewing policy' for the viewing of Customer Content within the Customised Application. These limits will be detailed on the Order. Insertions of embedded video or viewing of Customer Content above these limits will attract an overage charge at a rate detailed on the Order and these will be billed to Customer on a monthly basis.YUDU Sentinel
Yudu's emergency communications application ('Yudu Sentinel System') facilitates Customer’s communication to specific personnel in the event of incidents and emergencies. It requires customization by Yudu to Customer specifications ('Customer Sentinel System') and may need approval for use on certain operating platforms (Apple or Android) using Customer's developer account with the relevant operating platform. It will be Customer's responsibility to set up the necessary development account and allow Yudu access to it.
The Customer Sentinel System is hosted by Yudu and will be accessible by the Customer through a customer branded Sentinel Web Portal and Customer agrees that Yudu will have at all times access to the Customer Sentinel System, by being provided with the necessary log-in details for access, solely for the purpose of customizing, testing and checking during the customisation and any App submission process, and subsequently for maintenance and software upgrade purposes.
Customer agrees that the Customer Sentinel System will acknowledge the Yudu copyright of the App within its information fields
Yudu will agree with Customer the specifications for the Customer Sentinel System and make it compliant with these. The one-off fee for this customisation will be detailed in the Order and will be payable in accordance with the terms outlined therein.
The Customer Sentinel System is licenced to the Customer over the minimum period outlined in the Order (the 'Initial Term') the fee for which will be charged annually in advance from the date of signature to the Order. After the Initial Term the fee will continue annually unless prior notice is given 30 days in advance of any anniversary date by either Customer or Yudu.
The fee includes the update of the Customer Sentinel System with the latest versions of the Yudu Sentinel System together with troubleshooting and technical help and support during the Initial Term and each subsequent year if continued. It is Yudu's intention (but not obligation) to ensure wherever necessary that the Customer Sentinel System is compliant with changes made by the operating platform (Apple/Android) wherever possible throughout each year. Yudu may adjust the annual fee after the Initial Term or in subsequent years but not by more than the rate of inflation as determined by the Consumer Prices Index and the provision to Customer of at least 60 days notice of the increase.
The fee includes certain usage allowance limits as detailed on the Order and usage above these limits will attract an overage charge at a rate detailed on the Order and these will be billed to Customer on a monthly basis.
Yudu will not process or transfer the Customer Data outside of the United Kingdom or European Economic Area (or permit the Customer Data to be so processed or transferred) unless it has obtained the Customer’s prior written consent with the exception of the following circumstances (provided that all third party service providers shall continue to maintain their membership of the Privacy Shield scheme or equivalent body): the transfer of phone numbers (only) to a third-party service provider (Twilio, US based); the sending out SMS messages and conducting conference calls, and email addresses (only) to a third-party service (Mailgun US based); and also the sending out email notifications first name and last name (only) to a system (Bugsnag US based) which is used for automated error monitoring.
The links to the GDPR statements and assurances of these companies are:Twilio’s Statements:
Twilio Privacy Shield entry:
Mailgun Privacy Shield entry:
Bugsnag Privacy Shield entry:
Sentinel Hotline (stand-alone)
Yudu's 'Sentinel Hotline' system is usually part of the Yudu Sentinel System and the service specific terms for the Yudu Sentinel System applies.
The Sentinel Hotline system may also be provided to Customer on a stand-alone basis and is then licenced to the Customer over a minimum period (Initial Term) with capped usage as detailed on the Order. The licence fee will be charged annually in advance from the date of signature of the Order. After the Initial Term the fee will continue annually unless prior notice is given 30 days in advance of any anniversary date by either Customer or Yudu. The fee includes certain usage allowance limits as detailed on the Order and usage above these limits will attract an overage charge at a rate detailed on the Order and these will be invoiced to the Customer on a monthly basis.
Customer's access to the Sentinel Hotline system will cease after the end of the subscription term if not renewed and the hotline(s) will be removed, although the Customer may, optionally, download any data on calls made on the hotline(s) before removal.The Services
- Yudu Express
- Yudu Publisher
- Customised Application
- Yudu Sentinel System:
- Sentinel Hotline
- Sentinel Alerting
- Sentinel Conferencing
- Sentinel Chat