These general license terms are an inseparable part of the User Agreement between Blue Billywig and Client.

1. Definitions
All concepts written starting with a capital letter in these General Terms have (in singular and plural) the following meanings: 

  1. Client: as defined in the User Agreement.
  2. Account: the personal account as well as additional accounts created by Blue Billywig for Authorized Users which are provided by Blue Billywig to Client with the purpose of enabling the use of the provided Services.
  3. Ad Services: The services provided by Blue Billywig with which Client can use the Blue Billywig technology to deliver video ads on websites as stated in the User Agreement. 
  4. Generic License Terms: the conditions in question.
  5. Blue Billywig Player: Software for the rendition of audio and video files as directly attached and used by the Blue Billywig Online Video Platform.
  6. Blue Billywig OVP: the online video platform as delivered by Blue Billywig to Client, which is an online platform with the purpose of processing, tagging, publishing and analyzing audio and video files and/or other files on websites, within applications or tv-appliances.
  7. Authorized Users: users of the Blue Billywig OVP, who are authorized to use the OVP at request of the Client to use the services provided by Blue Billywig.
  8. User Agreement: every agreement between Blue Billywig and Client pursuant to which Blue Billywig delivers Services to Client, of which these General Terms are an inseparable part.
  9. Services: all services Blue Billywig delivers pursuant to the User Agreement with Client, such as: 
    1. Supplying access to the Blue Billywig OVP, the Blue Billywig Player 
    2. Keeping the functionalities of the software available
    3. Providing maintenance and support
    4. Maintaining the software
    5. Supporting the Client in using the services
    6. The delivery of additional services
    7. Ad tech services
    8. Development services. 
  10. Intellectual property rights: all rights of intellectual property and related rights, including but not limited to copyright, database rights, domain names, trade name rights, trademark rights, neighboring rights,patent rights, as well as rights to know-how.
  11. Office hours: Hours between 9:00AM and 5:00PM CET from Monday to Friday except Dutch national holidays, and 9:00AM and 5:00PM SGT except Singapore bank holidays.
  12. Additional work: extra work or work outside the services as agreed in the User Agreement.
  13. Optional modules: licenses to software parts for an additional fee, with which extra functionalities are provisioned within the Blue Billywig OVP.
  14. Development Services: services delivered by Blue Billywig pursuant to the User Agreement consisting of the development of custom made software specifically for Client.
  15. Party/Parties: the parties to the User Agreement, Client and Blue Billywig, separately or jointly.
  16. Written: written on paper, dated and signed correspondence. Written also means email, fax messages, to the extent that the origin and the integrity of these messages is sufficiently clear.
  17. Service Level Agreement: document agreed between Parties regarding the quality of the Services (availability, response-times, etc.).
  18. URL: Uniform Resource Locator: the web-address of a file/page/application on the Internet.

2. Licensing

  1. Blue Billywig hereby grants the Client a non-exclusive right to use the Blue Billywig OVP and the Blue Billywig Player for the Services, albeit limited to the URLs contained therein.
  2. Among other things, this right of use includes the Client’s right to grant third parties it has authorized (“Authorized Users “) access to the OVP and all functionalities thereof, including the request for embed codes in order to show the player on the websites under their control.
  3. This right of use comprises all Optional Modules referred to in the Services, as well as all Optional Modules to be added to that later, yet only for the time that these Optional Modules form part of the Services. Whenever these general license terms refer to the Blue Billywig OVP, they also refer to these Optional Modules, unless indicated otherwise.
  4. The right of use also comprises the right to copy and distribute all relevant documentation within the Client’s organization and to Authorized Users.
  5. All rights to the Blue Billywig OVP & the Blue Billywig Player are and remain vested in Blue Billywig and its licensors. The Client is only granted the right of use as described above. This right of use does not imply a right to access the source code of the Blue Billywig OVP nor does it imply a right to modify the Blue Billywig OVP or the Player.
  6. The Client will not (attempt to) modify the Blue Billywig OVP or the Blue Billywig Player. This also includes the decompiling, reverse engineering or disassembly of parts thereof.
  7. The Client grants Blue Billywig a restricted right to host, encode, store, distribute and edit content uploaded by the Client to the extent that this is technically required for the provision of the Services. The parties explicitly agree that Blue Billywig has no further right with regard to this content.

3. Access to the Blue Billywig OVP and Account

  1. Blue Billywig will configure the OVP as soon as possible after the Contract Date, and give the Client a username and password with which the Client can make use of the Services. The Services are deemed to have been used after the Client’s first login with this username and password.
  2. The Client must treat the username and password with due care and attention, and not disclose them to third parties. All actions carried out after the Client has logged in with the username and password are deemed to have been carried out under the responsibility and supervision of the Client. In the event of suspected abuse, the Client must notify Blue Billywig of this as soon as possible, after which Blue Billywig will act.
  3. Blue Billywig will enable the Client to grant Authorized Users certain rights with regard to the OVP. The Client must make these Authorized Users aware of the provisions in these general license terms. All actions by Authorized Users are deemed to have been taken under the responsibility and supervision of the Client.
  4. Furthermore, the Client can use the OVP and announcements to take note of Blue Billywig measurements of relevant data (such as the number of uploaded video clips). The Client is obliged to take note of this on a regular basis.

4.Provisions regarding content

  1. The Client will not use the OVP for the storage or distribution of content that is in violation of Dutch law or foreign law applicable to the Client. The Client will impose a similar prohibition on Authorized Users.
  2. In particular, the Client is prohibited to store or distribute content that:
    1. Is injurious, defamatory, insulting, racist, discriminating or spreads hatred,
    2. Is of an erotic or pornographic nature,
    3. Infringes third-party rights, including but not limited to copyrights, trademark rights and portrait rights, or acts unlawfully towards titleholders, by for instance offering, storing or distributing hyperlinks, torrents or similar information to materials that infringe their rights,
    4. Constitutes an intrusion on third-party’s privacy, including yet not limited to distributing third-party personal details without consent or necessity,
    5. Causes a nuisance or breakdowns at other clients of Blue Billywig or other Internet users,
    6. Contains malicious content such as viruses or spyware.
  3. If Blue Billywig suspects that the conditions in Article 4a are violated, Blue Billywig is entitled to take all reasonable measures in order to stop this violation. Blue Billywig will inform the Client of this as soon as possible and include the Client in action to be taken when possible. However, Blue Billywig will never be obliged to pay compensation for damage or losses caused by such measures.
  4. If a third party points out to Blue Billywig that the Services violate Dutch law in whatever way, Blue Billywig will, before taking such measures, notify the Client as soon as possible and ask them to stop the violation within a reasonable term or to send the third party a substantiated notification of why no such violation exists. If the Client fails to undertake either of the two within a reasonable term, Blue Billywig is entitled to take the measures outlined in Article 4c.
  5. Blue Billywig is entitled to submit the name, address and other identifying details of the Client to a third party that brings such a legal claim, provided the correctness of the claim has been reasonably established. Furthermore, Blue Billywig is entitled to report any offenses it identifies.
  6. The Client indemnifies Blue Billywig against all legal claims brought by third parties, including the Client’s clients, with regard to services provided by Blue Billywig or information stored or sent in relation to services by Blue Billywig.

5. Guarantees and indemnification by Blue Billywig 

  1. Blue Billywig guarantees it holds all intellectual property rights to the Services or it has purchased a license of all relevant rightful owners of such rights.
  2. Blue Billywig indemnifies the Client against every (legal) claim brought by a third party based on the allegation that the Blue Billywig OVP or the Player infringes an industrial property right applicable in the Netherlands, yet only as stipulated in this article and on the strict condition that the Client immediately notifies Blue Billywig in writing of the existence and content of the (legal) claim and that it leaves Blue Billywig to deal with the case, including the effectuation of any settlements.
  3. To that end, the Client will provide Blue Billywig with the necessary authorisations, information and assistance in order to defend itself against those legal claims, in the name of the Client, if so required. These authorisations do not give Blue Billywig the right to accept any financial obligation for the Client within the framework of a settlement.
  4. The obligation to indemnify lapses if: 
    1. The imputed infringement by a third party is related to the materials made available to Blue Billywig for use, editing, processing or incorporation, or
    2. The imputed infringement concerns a combination of the Blue Billywig OVP, the Player and hardware or software used by the Client, or
    3. The imputed infringement concerns an aspect that falls outside the Services, or
    4. The Client has made changes or has allowed third parties to make changes to the Blue Billywig OVP or the Player, unless these changes have been approved by Blue Billywig in writing. 
  5. Within the framework of indemnification, Blue Billywig will do its utmost to ensure that the Client can use the Blue Billywig OVP and/or the Player uninterruptedly, for instance by adjusting the infringing parts or by acquiring a right of use for the Client, at the expense of Blue Billywig. If Blue Billywig in its sole opinion is unable to arrange this, or if it is not able to do so other than in a manner that is unreasonably incriminating to them, Blue Billywig is entitled to cancel the User Agreement at a crediting of all fees paid by the Client.

6. Support and Maintenance

  1. Blue Billywig will endeavor to provide the Services, but it cannot issue any guarantees, unless and to the extent as agreed in an Additional Service in the form of a Service Level Agreement (SLA). During office hours on working days, Blue Billywig does provide the Client with a reasonable level of support by email or telephone.
  2. Blue Billywig will endeavor to keep the hardware and software it uses for the Services up-to-date. However, Blue Billywig is dependent on its supplier(s) in that respect. Blue Billywig is entitled not to install certain updates or patches if, in its opinion, this is not conducive to a correct provision of a Service.
  3. Blue Billywig will endeavor to keep the content stored by the Client available, to distribute it to Authorized Users and to protect it against loss of data. Any spare copies made by Blue Billywig in that respect are not made available to the Client, they are only used for the services provided by Blue Billywig. The Client is responsible for making spare copies for personal use.
  4. The right of use referred to in article 1 (Definitions) does not imply a right to support and maintenance in respect of the Blue Billywig OVP or the Player other than outlined above. To that end, the Client must purchase an Additional Service, which is appended to the User Agreement. If the Client does not purchase such an Additional Service on the Contract Date, the Client cannot force Blue Billywig to provide it at a later date.
  5. If services must be carried out as a result of user errors, improper use, other causes that cannot be attributed to Blue Billywig, or if the Software was changed by parties other than Blue Billywig, those services do not fall under Support and Maintenance. The recovery of mutilated or lost data does not fall under Support and Maintenance either. In those cases, Blue Billywig will provide support services to remedy errors and defects, at the usual rates and costs.
  6. Blue Billywig will adapt and adjust the Services to solve issues, resolve bugs, add new functionalities or enhance performance. Parties can discuss these changes beforehand and Client can make suggestions, but the responsibility for the implementation of proposed changes lies solely with Blue Billywig.

7.Liability of Blue Billywig 

  1. The liability of Blue Billywig for direct damage suffered by the Client as a result of an attributable shortcoming in the fulfillment by Blue Billywig of their obligations under this User Agreement, or due to the unlawful act of Blue Billywig, their employees or third parties engaged by them, per event or a series of related events is limited to an amount equal to the reimbursements that the Client paid to Blue Billywig (excluding VAT) in the six months prior to the damage-causing event, with a maximum of € 10,000. This provision also applies to any warranty obligations issued by Blue Billywig.
  2. Blue Billywig is only liable for direct damage as a result of an attributable failure to comply with the User Agreement. Blue Billywig is not liable for other damages. Direct damage is exclusively understood to mean all damage consisting of:
    1. Damage directly caused to material things (“property damage”);
    2. Reasonable and demonstrable costs that the Client has had to incur to urge Blue Billywig to (properly) comply with the User Agreement;
    3. Reasonable costs to determine the cause and extent of the direct damage as referred to in these General License Terms; and
    4. Reasonable and demonstrable costs incurred by the Client to prevent or limit the direct damage, to the extent that the Client demonstrates that these costs have led to a limitation of the direct damage as referred to in these General License Terms.
  3. Any limitation or exclusion of liability included in the User Agreement does not apply if the damage is the result of (1) intent or willful recklessness on the part of Blue Billywig’s management / management, or (2) death or personal injury.
  4. The liability of Blue Billywig due to any imputable failure to perform this User Agreement only arises if Client has forthwith and properly sent Blue Billywig written notice of default, setting a reasonable period for remedying the breach, and Blue Billywig continues to fail imputably in the fulfillment of its obligations after that period.

8. Personal Data

  1. As personal data is used in the use of the Services, the Client can be designated as the controller and Blue Billywig as the processor as referred to in the General Data Protection Regulation (hereinafter: “AVG”). The personal data of data subjects that may be processed by Blue Billywig in this context are order data (including IP addresses, cookie IDs, referrers, devices and other personal data) from clients of customers (consumers).
  2. In this context, Blue Billywig processes the following personal data of Authorized Users: first name, last name, email address.
  3. Blue Billywig processes the personal data processed under paragraphs 1 and 2 of this article under the authority of the Client and solely to make the Services available and to inform Authorized Users of the possibilities for use of the Services, for as long as the agreement continues.
  4. The Client guarantees that the content, use and instruction to process the personal data in the context of the Services are not unlawful and do not infringe any rights of third parties, and indemnifies Blue Billywig against all claims and claims that this entails. related.
  5. Blue Billywig may process the personal data in countries in the European Economic Area (EEA). In addition, the Client gives Blue Billywig permission to process personal data outside the EEA, with due observance of the applicable laws and regulations. At the request of the Client, Blue Billywig will indicate in which countries, outside the EEA, the personal data are processed.
  6. The Client hereby gives Blue Billywig permission to use a third party to process personal data in the context of the Services, with due observance of the applicable laws and regulations. Blue Billywig will ensure that these third parties take on the same duties in writing as the Client and Blue Billywig have agreed, and ensure the correct authorizations. At the request of the Client, Blue Billywig will inform the Client about the third parties it has engaged. Client has the right to object to any third parties engaged by Blue Billywig. If the Client objects to third parties engaged by Blue Billywig, the Client and Blue Billywig will consult to reach a solution for this.
  7. Blue Billywig will endeavor to take appropriate technical and organizational measures with regard to the processing of personal data to be performed and will endeavor to ensure that security meets a level that, given the state of the art, the sensitivity of the personal data and the costs associated with taking the security is not unreasonable.
  8. In the event of a data breach (which is understood to mean: a security breach that accidentally or unlawfully leads to the destruction, loss, alteration or unauthorized provision of or unauthorized access to forwarded, stored or otherwise processed data as referred to in article 4 under 12 and article 33 GPC), Blue Billywig will make every effort to inform the Client about this immediately or at the latest twenty-four (24) hours after discovery. As a result of this, the Client must assess whether or not it will inform the relevant supervisor and / or stakeholders. Blue Billywig will hereby provide all information, to the extent as available at Blue Billywig, to the Client. Blue Billywig makes every effort to make the information provided complete, correct and accurate. The client is and remains responsible for the fulfillment of any legal obligations with regard to the reporting obligations. If required by law and / or regulation, Blue Billywig will cooperate in informing the relevant supervisor and / or parties involved.
  9. A report of a data breach will only be made by Blue Billywig to the Client if a data breach has actually occurred, and not if there is only a (theoretical) vulnerability.
  10. At the request of the Client, Blue Billywig will make documentation available showing that Blue Billywig has taken the measures taken in paragraph 6 of this article.
  11. Client has the right to have audits carried out by an independent third party who is bound by confidentiality, to check this article. This audit only takes place if there is a concrete suspicion of abuse that has been demonstrated by the Client and only after the documentation as described in paragraph 9 of this article has been requested from Blue Billywig. The audit initiated by the Client takes place two weeks after the Client’s prior written announcement. The costs of an audit are borne by the Client.
  12. In the event that a data subject wishes to exercise one of their legal rights and makes this request to Blue Billywig, Blue Billywig will forward this request to the Client. Client will then continue to process the request independently. Blue Billywig may inform the person concerned thereof. If the Client requires cooperation from Blue Billywig in the exercise of the legal rights by a person concerned, Blue Billywig will provide this cooperation as far as possible and to the extent that is reasonable. Blue Billywig may charge the Client reasonable costs for this.
  13. All personal data that Blue Billywig receives and / or collects itself as part of the Services from the Client is subject to a confidentiality obligation towards third parties. This means that Blue Billywig will not provide the personal data to third parties unless the Client has given explicit permission to provide the information to third parties, if the provision of the information to third parties is logically necessary given the nature of the Services, or if there is a legal there is an obligation to provide the information to a third party. If Blue Billywig is legally obliged to provide information to a third party, Blue Billywig will immediately inform the Client of this to the extent permitted by law.
  14. At the end of the agreement, Blue Billywig removes or returns the personal data as referred to in this article, this at the discretion of the Client.

9.Force Majeure

  1. Blue Billywig is not obliged to fulfill any obligation towards Client if it is hampered as a result of any external cause, foreseen or unforeseen, over which Blue Billywig has no control, yet as a result of which Blue Billywig is unable to fulfill its obligations. 
  2. Force majeure is taken to mean an event that is not the fault of Blue Billywig, and which by virtue of the law, a legal act or generally accepted standards cannot be attributed to Blue Billywig. Specifically, force majeure is taken to mean; domestic uprising, mobilization, war, traffic jams, strikes, network attacks such as SYNfloods or (distributed) denial of service attacks, business interruptions, stagnations in supply, fire, floods, import and export obstructions and in the event that Blue Billywig, due to its own suppliers – regardless of the reason – is unable to deliver, as a result of which Blue Billywig cannot reasonably be expected to fulfill this User Agreement.
  3. During the time that the force majeure period continues, Blue Billywig is entitled to suspend the obligations under the User Agreement, as a result of which Client’s payment obligations are also suspended. If such period exceeds one calendar month, either party may dissolve this User Agreement without any obligation to pay compensation to the other party. 
  4. To the extent that, at the time of occurrence of a situation of force majeure, Blue Billywig has already fulfilled part of its obligations under the User Agreement or will be able to fulfil such obligations during the period of force majeure, and the part fulfilled or to be fulfilled will have independent value, Blue Billywig will be entitled to invoice the part fulfilled or to be fulfilled separately. Client is obliged to pay this invoice.

10. Confidentiality

  1. The parties undertake to observe secrecy regarding all confidential information they receive about the other party’s business, including the contents of the User Agreement. The OVP and the Player as well as the corresponding documentation are also regarded as confidential. 
  2. The parties also impose this obligation on their members of staff, as well as third parties they hire for the performance of this User Agreement. The Client must also impose this obligation on Authorized Users.
  3. Confidential information of Blue Billywig is not taken to mean the information which (a) has become public knowledge other than through a shortcoming by the Client, (b) has been developed on an independent basis, without access to the confidential information of Blue Billywig, as corroborated by the Client with written evidence; (c) is legally obtained by the Client from third parties; and/or (d) must be made public by virtue of the law or by a government body.
  4. Blue Billywig will not inspect information sent or stored via the Services, unless it concerns publicly available information, the inspection has been explicitly agreed with the Client, or Blue Billywig is obliged to do so by law or pursuant to an authorized order. In such a case, Blue Billywig will endeavor to restrict the inspection to a minimum and it will observe secrecy with regard to that which has been inspected.
  5. Information will in any case be deemed as confidential if designated as such by either party.

11. Applicable Law

  1. The User Agreement is governed by Dutch law. 
  2. If disputes cannot be resolved in mutual consultation, the first attempt in resolving the dispute will be through mediation. The mediator will be selected in mutual consultation. 
  3. If mediation does not lead to an acceptable result, the dispute will be brought before the competent Dutch court in the court district where Blue Billywig has its registered office.

12. Other Provisions

  1. If a provision in this User Agreement appears to be void, it does not affect the validity of the entire User Agreement. Furthermore, the parties to this User Agreement will determine (a) new provision(s) which reflect(s) the intention of the original User Agreement as closely as legally possible.
  2. The version of any communication, administration or measurements carried out regarding the Services, received or stored by Blue Billywig, is regarded as authentic and conclusive evidence, subject to proof to the contrary, to be presented by the Partner.
  3. In these terms, the terms “in writing” and “written” are also taken to mean communications by e-mail or fax, provided the identity of the sender and integrity of the contents has been sufficiently established.
  4. The parties are not entitled to transfer their rights and obligations under the User Agreement to a third party without the prior written consent of the other party. However, this consent is not required in the event of a company takeover or a takeover of the majority of shares of the party in question.