Service Agreement

Welcome to our Content Lab platform!

Please review these Terms of Service (the “Terms”) carefully. By accessing or using the Services offered by It’s Digital Limited, trading as Content Lab (“Content Lab”, “we” or “us”), you are confirming that you have read, understood and accepted these Terms. Together with any Content Lab online registrations or order summaries these Terms set forth your rights and obligations under which our Services will be delivered to the entity or person accessing them (“you”). If you are accessing or using the Services on behalf of your employer, you represent that you are authorised to accept these Terms on behalf of your employer, and all references to “you” reference your employer.

We may update these Terms from time to time. You are responsible for regularly reviewing the current version of these Terms, which are published here, though we will notify you of any changes that, in our sole discretion, represent a material change to your rights or obligations. Your continued use of the Services will constitute your acceptance to such changes. When we change these Terms, we will update the “Last Modified” date above.

Definitions

“Customer Data” means any data of any type that is submitted to the Services by you or on your behalf, including without limitation: (i) data submitted, uploaded or imported to the Service by you (including from Third Party-Platforms) and (ii) data provided by or about people that are collected by the Services.

“Documentation” means our standard published documentation for the Services,.

“Feedback” means comments, questions or suggestions relating to any Content Lab product or service.

Certain capitalised terms are defined in this Section 1, and others are defined contextually in these Terms.

“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that you uploaded to or appears on our Services.

“Services” are the management tools provided by Content Lab which enable you to request and receive content services.

“Third-Party Platform” means any software, software-as-a-service, data sources or other services not provided by Content Lab that are integrated with Services as described in the Documentation.

“User” anyone who accesses the Services.

Joining and Using Content Lab

To access the Services, you must register for an account. When you create an account to use our Services and accept these Terms, you will become the account owner (the “Admin”). As Admin you take full responsibility for controlling how your account is managed and who has access to it.
As Admin you can invite other Users (subject to your plan limits) to access the Services. If you’re an invited User, you must also accept these Terms. As an Admin adding other Users, you should understand the permissions you’re granting to Users.
When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at hello@contentlab.co

Service and Licence

Content Lab reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. Content Lab will have no liability for any change to the Service or any suspension or termination of your access to or use of the Services.
You acknowledge that you obtain only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale” or the like in these Terms no ownership rights are being conveyed to you. Content Lab or its suppliers retain all rights, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation and all related and underlying technology, derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “Content Lab Technology“). Except as expressly set forth in these Terms, no rights in any Content Lab Technology are granted to you. Further, you acknowledge that the Services are offered as an on-line, hosted solution, and that you have no right to obtain a copy of any of the Services.

User Content

Certain features of the Services may permit you to upload and publish Content to or via the Services. To enable us to deliver the Services you grant Content Lab a worldwide, non-exclusive, royalty-free right and license to host, store, transfer, display, reproduce, modify for the purpose of formatting for display and distribute your Content in whole or in part, in any media formats and through any media channels you select to use the Services with.
Content Lab disclaims any and all liability in connection with your Content. You are solely responsible for your Content and the consequences of providing Content via the Services. By providing Content via the Service, you affirm, represent, and warrant that:

a) you are the creator and owner of the Content or have the necessary licenses, rights, consents, and permissions to authorise Content Lab to use and distribute your Content;
b) your Content, and the use of your Content, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Content Lab to violate any law or regulation;
c) your Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and
d) your Content does not and will not contain messages of hate, threat of physical harm, or harassment

(collectively, “Content Guidelines“).

We are under no obligation to edit or control your Content. Content Lab may, however, at any time and without prior notice, screen, remove, edit, or block any Content that in our sole judgment violates the Content Guidelines. You understand that when using the Services you will be exposed to Content from a variety of sources and acknowledge that Content may be inaccurate, offensive, indecent, or objectionable.

Prohibited Conduct

By using the Service you agree not to:

a) use the Services for any illegal purpose or in violation of any law or regulation;
b) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

Termination

You may choose to terminate your Agreement at any time by providing us 30 day’s written notice in advance. You’ll still need to pay all relevant Fees up to and including the day of termination. For more information, including on how to terminate your subscription please email us at hello@contentlab.co.
We may choose to terminate your Subscription at any time by providing you with 30 day’s written notice in advance. We may also terminate the Agreement or access to any platforms or any Services if:

a) you breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach;
b) you fail to pay any Fees due; or
c) you or your business become insolvent, go into liquidation or have a receiver or manager appointed over any of its assets.
Once this Agreement is terminated by you, Content Lab shall irretrievably delete any Content within the Service on the date of termination. It is your responsibility to make or retain a copy of such Content prior to its deletion if required.

Security and Data Privacy

Content Lab agrees to use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use and alteration of any Services or disclosure of any Customer Data. However, Content Lab will have no responsibility for errors in transmission, unauthorised third-party access or other causes beyond Content Lab’s reasonable control.
We collect certain data and information about you in connection with your use of the Services and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you hereby acknowledge.

Confidentiality

Any Content Lab Technology and any performance information relating to the Services will be deemed our Confidential Information without any marking or further designation. Except as expressly authorised, the Receiving Party will: (i) hold in confidence and not disclose any Confidential Information to third parties; and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms.

The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

Limited Warranty

Content Lab warrants, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the Services (but we are not responsible for harmful materials submitted by you or introduced Users) (the “Performance Warranty”).

Indemnity

You are responsible for your use of the Service, and you will defend and indemnify Content Lab and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable legal fees and costs, arising out of or connected with: (i) your use of, or misuse of, the Services; (ii) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and in that case, you agree to cooperate with our defence of those claims.

General Provisions

In the event of any dispute or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and recognise their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 20 days, either Party may pursue relief as may be available.
These Terms will be governed by and construed in accordance with the applicable laws of Malta.
You may not sub-license, assign or otherwise transfer the rights granted under these Terms.
Provided we have your prior consent, we may identify you as a Content Lab customer in our promotional materials. We will promptly stop doing so upon your written request sent to help@content-lab.co.
We may seek your consent through the use of the Services, to receiving certain electronic communications from us as further described in our Privacy Policy. You agree that any notices or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
The Parties are independent contractors. These Terms will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power or authority to create any duty or obligation of the other Party.
Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such Party, such as a blockade, war, act of terrorism, riot, natural disaster.
These Terms are the entire agreement between you and us (each the “Party”, collectively the “Parties”) relating to the Services and any other subject matter covered by these Terms, and supersede all prior oral or written communications, proposals and representations between the Parties. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.