Effective as from 1 August 2011

This document (the “Agreement”) is a legally binding agreement between you and Content Studio Limited, a company registered in the UK under number 7795394 (“Content Studio”) that governs your use of the Content Studio Client Application, as defined herein as (the “Content Studio Software Application”) and its Online Services, as defined herein as (the “Content Studio Online Services”), both available at the Content Studio Website. The Content Studio Software Application requires an internet connection during connection to the Content Studio Online Services and Licence Pool when opened and used. An offline mode (described below in Section 5) allows limited offline usage before reconnecting to validate licencing again. Please note that you must read and agree to the terms and conditions of this Agreement before you use the Content Studio Software Application or the Content Studio Online Services. If you do not agree to the terms and conditions of the Agreement, you may NOT use the Content Studio Software Application or the Content Studio Online Services. For a detailed description of the features in Content Studio please see the Content Studio Website.

1. Contract formation
By ticking the “I agree” box or pressing the “Register” button when creating a Content Studio account or by using the Content Studio Software Application (including but not limited to the downloading of said application) or the Content Studio Online Services, you confirm that any registration information that you submit to Content Studio is true, accurate and complete, that you will update such information in order to keep it current, and that you agree to the terms and conditions of this Agreement and the Content Studio Privacy Policy. You also hereby agree to termination of any previous Content Studio Terms and Conditions agreed with Content Studio Limited.

2. Changes to the Agreement
Content Studio may make changes to this Agreement at its sole discretion. Any material changes will be communicated to you and your acceptance of and / or continued use of the Content Studio Software Application or the Content Studio Online Services after such notification of changes to this Agreement will constitute your acceptance of such changes.

3. Grant of license
You are granted a limited, non-exclusive, revocable license to make use of the Content Studio Software Application (including a right to download said application) and the Content Studio Online Services and to receive information by conditional download made available through the Content Studio Online Services in your home country. You do not have a right to transfer or sublicense your rights under this Agreement.

4. Purchase of the Content Studio paid for service.
If you agree to pay the fee for access to the applicable Content Studio Software Application, such fee will be charged by the company designated by Content Studio Limited in accordance with the payment method you have chosen for your purchase. If you are paying by credit or debit card, by designating a card to be billed, you confirm that you are authorised to make such purchase and that you are the holder of such card (i.e. that the card is issued in your name). All prices quoted are exclusive of VAT (where applicable) and other applicable taxes and fees. Content Studio Limited accepts a variety of different payment methods, so please check with the sales team for the best way for you to pay.

5. Offline Mode
The “offline mode” of the Software Application permits you to run the Content Studio Software Application in temporary offline mode so long as you retain a valid licence. You are permitted to register and use your licence on one (1) personal computer. You may reregister your licence to a different machine at any time by requesting an updated product key from Content Studio Limited.

6. Local files
The Content Studio Software Application generates a list of the local files which you have stored on your computer and or the shared network storage location. This function does not automatically copy or import these files. The “local files” function of the Content Studio Application permits you to copy local files from your computer onto your specified shared network location using the Multi-user version of the Content Studio Software Application. You are responsible for the legality of files that you have acquired, and have the right to import or copy. For instance, you may not use the Content Studio Application to import or copy any files you have illegally downloaded from the Internet.

7. Prices
Content Studio may change the price for the Content Studio Application and its Online Services from time to time. In respect of the Content Studio Application, such changed price will take effect after the expiry of the then current paid for period (i.e. the term that you have already paid for). Any price change will be communicated to you. If you do not wish to be bound by such changed price relating to your Content Studio Application you may terminate your subscription of your Content Studio Application in accordance with Section 15 (Term and termination). Your continued use of the Content Studio Application after the communication of such price change to you constitutes an acceptance of such new price.

8. Automatic subscription renewal
Your subscription to the Content Studio Application and Online Services will automatically renew at the end of each subscription term unless you terminate your subscription prior to the end of such subscription term in accordance with Section 15 (Term and termination), or, in the case of the offline mode is revoked by Content Studio in accordance with the Offline Usage Terms. Such renewal will always be for a 12 month subscription term. If you would like to renew for a longer term, then please contact Content Studio Limited for a quote. At the time of renewal the payment method you have designated to be charged for the purchase of the Content Studio Software Application and Online Service will automatically be charged with the applicable amount.

9. Maintenance and Support
Unless as expressly agreed, Content Studio Limited does not provide Maintenance and Support for Third Party Software or any other Products. The annual Maintenance and Support service provided under the Subscription services for Content Studio will automatically renew for a successive twelve (12) month term on each anniversary of this Agreement unless either party has first served one (1) months’ prior written notice of termination on the other party, such notice to expire on the relevant anniversary date. This clause is without prejudice to the other rights of termination set out in this Agreement. The Customer undertakes to upgrade to the current version of the Software within three (3) months after delivery by Content Studio Limited to ensure support is provided for the current version.

10. Cooling-off period
If you have purchased the Content Studio Software Application and Online Service over the Internet, you have the right to cancel your purchase and receive a full refund within 14 days of purchase. However, please note that if you register the Content Studio Software Application or Online Service or start to consume any pre-loaded content or any additional content supplied by or with the Content Studio Application within the 14-day period you will no longer have a right to cancel or withdraw from your purchase. In addition, after the 14-day period has elapsed you no longer have the right to cancel your purchase and receive a refund even if you do not subsequently log into the Content Studio Software Application or Online Services.

11. Content Studio Social
The Content Studio Software Application has features that allow parts of your profile to be visible to other registered users under the same company account, share content and share messages with other users of the Content Studio Application and integrate your activities on the Content Studio Application. Content Studio reserves the right, in its absolute discretion, to disable your account if it believes that you are violating this principle. Unacceptable behaviour will result in your account being terminated and you being blocked from accessing the Content Studio Application and Online Services. Examples of unacceptable behaviour include, but are not limited to:

Giving Groups or Shared Groups offensive, abusive, defamatory, pornographic or obscene titles;
Harassing or bullying other users;
Spamming other users through the News Feed, or using automated means to artificially promote content.

12. Restrictions of use
For the avoidance of doubt, you agree that you may not (without limitation):
copy, reproduce, record, make available to the public or otherwise use any part of the Content Studio Software Application or the Content Studio Online Services or its content (including but not limited to files, images and text) in a manner not expressly permitted under this Agreement;
sell or attempt to sell any invite to access the Content Studio Software Application or Content Studio Online Services, or resell any code used to access the Content Studio Application or Content Studio Online Services;
provide your profile information to any other person or use any other person’s profile information;
reverse-engineer, decompile, disassemble, modify or create derivative works based on the Content Studio Software Application or the Content Studio Online Services or any part thereof;
circumvent any technology used by Content Studio Ltd, its licensors, or any third party to protect content accessible through the Content Studio Software Application and Content Studio Online Services;
rent or lease any part of the Content Studio Software Application or the Content Studio Online Services;
use the Content Studio Software Application or the Content Studio Online Services in a way that violates the terms of this Agreement;
circumvent any territorial restrictions applied by Content Studio;
artificially manipulate the Content Studio Software Application or the Content Studio Online Services by using a script or other automated process;
import any local files which you have not legally acquired into the Content Studio Software Application.
In addition to the above, you agree to take all reasonable care to prevent unauthorised use of the Content Studio Software Application and the Content Studio Online Services and its content.

13. Advertising and use of computational resources
As consideration for your rights under this Agreement, you agree that (i) Content Studio Limited and its business partners have a right to provide advertising and other information to you in relation to the Content Studio Software Application and the Content Studio Online Services, and that (ii) Content Studio Limited has a right to allow the Content Studio Software Application and the Content Studio Online Services to utilise the processor, bandwidth and storage hardware on your computer or other relevant device for the limited purpose of facilitating the communication and transmission of content and other data or features to you and other users of the Content Studio Software Application and the Content Studio Online Services, and to facilitate the operation of the network on which the Content Studio Software Application and the Content Studio Online Services run.

14. Customer support
If you have any questions concerning the Content Studio Software Application, the Content Studio Online Services or this Agreement, please contact Content Studio Service Desk by visiting the product support page of the website.

15. Term and termination
This Agreement will become effective in relation to you when you have ticked the “Register” box when creating a Content Studio profile or when you click ‘Agree’ during installation of the Content Studio Software Application or the Content Studio Online Services and will remain effective until terminated by you or Content Studio Limited. You may cancel your licence purchase or subscription of the Content Studio Application and Content Studio Online Services in writing at any time of which termination shall have effect at the expiry of the then-current subscription period that you have already paid for (e.g. one year, two years). Unless your cancellation falls within the cooling off period set out in Section 10 (Cooling-off period), this means that Content Studio will not refund any remaining portion of licence purchase or subscription fees you have already paid for. Content Studio reserves the right to terminate this Agreement or suspend your Content Studio account at any time in case of unauthorised, or suspected unauthorised use of the Content Studio Software Application or the Content Studio Online Services whether in contravention of this Agreement or otherwise. If Content Studio Limited terminates this Agreement, or suspends your Content Studio account for any of the reasons set out in this section, Content Studio Limited shall have no liability or responsibility to you, and Content Studio Limited will not refund any amounts that you have previously paid.

Content Studio Limited may terminate this Agreement immediately if the Customer is insolvent or bankrupt, or seeks protection from its creditors, or if a petition is filed in any court to declare its bankruptcy or reorganisation and is not dismissed within thirty (30) days.

Upon termination of the Agreement, all outstanding fees are immediately due and payable, and all rights to use the Software beyond the paid period will be immediately revoked.

16. No warranty
The use of the Content Studio Software Application and the Content Studio Online Services (including but not limited to its content) is at your own risk. The Content Studio Software Application and the Content Studio Online Services are provided on an “as is” and “as available” basis. To the fullest extent possible under applicable law, Content Studio Limited gives no warranty, express or implied, as to the quality, content and availability or fitness for a specific purpose of the Content Studio Software Application or the Content Studio Online Services. In addition, Content Studio Limited does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party on or through the Content Studio Service or any hyperlinked website, or featured in any banner or other advertising. Consequently Content Studio Limited will in no way be responsible for any transaction between you and third-party providers of products or services advertised on or through the Content Studio Online Service. As with any purchase of a product or service through any medium or in any environment, you should use your judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained by you from Content Studio Limited shall create any warranty on behalf of Content Studio Limited in this regard.

17. Limitation of liability
In no event shall Content Studio Limited, its affiliates, officers, directors, employees or licensors be liable for any direct, indirect, incidental, special or consequential damages (including but not limited to any loss of data, service interruption, computer failure or pecuniary loss) arising out of the use of or inability to use the Content Studio Software Application or the Content Studio Online Services (including but not limited to its content), even if you have advised Content Studio Limited about the possibility of such loss, and including any damages resulting therefrom.

Your only right with respect to any problems or dissatisfaction with the Content Studio Software Application and the Content Studio Online Services is to uninstall the Content Studio Software Application and to stop using the Content Studio Online Services.

Nothing in this Agreement removes or limits Content Studio Limited’s liability for fraudulent misrepresentation, death or personal injury caused by its negligence.

18. Indemnity
You agree to indemnify and hold Content Studio Limited and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to your violation of the terms and conditions of this Agreement or your violation of any laws, regulations or third party rights.

19. Intellectual property
Content Studio Limited respects intellectual property rights, and expects you to do the same. Please note therefore that the Content Studio Software Application, the Content Studio Online Services and the Content Studio Limited specific content provided through the Content Studio Online Service is the property of Content Studio Limited or Content Studio Limited’s licensors and protected by intellectual property rights (including but not limited to copyright) and that you do not have a right to use the Content Studio Software Application or the Content Studio Online Services (including but not limited to its content), or any documentation (including but not limited to these terms and conditions) in any manner not covered by the Agreement. Furthermore, you must not infringe any third party’s intellectual property rights in using the Content Studio Online Services, which means that (for example) you may not import or copy any files which you have not legally acquired and have the right to so import or copy into the Content Studio Software Application.

Further, you may not remove or alter any copyright, trademark or other intellectual property notices contained on or provided through the Content Studio Software Application or the Content Studio Online Services.

20 Technology limitations and modifications
Content Studio Limited will make reasonable efforts to keep the Content Studio Software Application and the Content Studio Online Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Content Studio reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Content Studio Software Application and the Content Studio Online Services with or without notice. Refer to the Content Studio Limited Service Level Agreement for further details.

21. Privacy
You agree that Content Studio Limited has a right to collect and process your personal information in accordance with the Content Studio Limited Privacy Policy.

22. Assignment by Content Studio Limited
Content Studio Limited may assign this Agreement or any part of it without restrictions. You may not assign this Agreement or any part of it to any third party.

23. Entire agreement
This Agreement together with the Content Studio Limited Privacy Policy and Content Studio Limited Service Level Agreement constitutes all the terms and conditions agreed upon between you and Content Studio Limited and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Any additional or different terms or conditions in relation to the subject matter of these Agreements in any written or oral communication from you to Content Studio Limited are void. You agree and accept that you have not accepted the terms and conditions of this Agreement in reliance of or to any oral or written representations made by Content Studio Limited not contained in this Agreement.

24. Severability
Should for any reason or to any extent any provision of this Agreement be held invalid or unenforceable, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Agreement and the application of that provision shall be enforced to the extent permitted by law.

25. Force Majeure
Neither party shall be liable to the other for any failure to perform or delay in performance of its obligations hereunder, other than an obligation to pay monies, caused by any event or circumstance whatsoever beyond its reasonable control including (without limitation) (1) Act of God (2) outbreak of hostilities, riot, civil disturbance, acts of terrorism (3) the act of any government or authority (including, revocation of any licence or consent) (4) fire, explosion, flood, fog or bad weather (5) default of suppliers or sub-contractors (6) theft, malicious damage, strike, lock-out or industrial action of any kind. If a party is prevented from performing its obligations by an event of force majeure which continues for more than 30 days then either party may terminate this Agreement at any time thereafter on giving written notice to the other party.

26. Governing law and disputes
This Agreement shall be governed and construed in accordance with the laws of the country of your residence. Any dispute, controversy or claim arising out of or in connection with this Agreement will be subject to the non-exclusive jurisdiction of the court or other tribunal closest to your home with the appropriate knowledge and expertise to deal with such dispute, controversy, or claim.

27. English version prevails
In the event that this Agreement is translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.

Copyright © 2011 Content Studio Limited. All rights reserved.
Content Studio Limited, Studio 100, 57 Great George Street, Leeds, LS1 3AJ