Article 1 Definitions
- Account The section the User creates on the Platform in order to enable him to purchase licenses for Footage and/or to provide Footage to the Platform;
- AgreementThe agreement between Ungraded and the
- Content All content provided by Ungraded and/or its suppliers through the Service, including but not limited to Footage, images, blogs, (sponsored) articles, reports, interviews, and comments;
- Consumer The natural person who does not act in
the exercise of a profession or business;
- CredentialsThe User’s Account name and password that are required to access the Account and use the Service;
- Footage The video footage available in the Platform;
- General Purchase Conditions the general purchase conditions that apply to any and all provision of Footage by User to the Platform. The General Purchase Conditions can be downloaded through https://www.ungraded.video/ purchase-conditions.pdf;
- Graded Footage Footage where the colour palate is enhanced or edited and baked into the Footage;
- Intellectual Property RightsAll the intellectual property rights including but not limited to rights such as
copyrights, database rights, domain names, model rights, neighboring rights, patents,
trade mark rights, trade name rights, as well as the rights to know-how and trade secrets;
- License Agreement The agreement concluded between Ungraded and User under which Ungraded provide User with (a) license(s) to Footage and User pays (a) fee(s) to Ungraded, under the terms and conditions of the Agreement;
- PartiesThe User and Ungraded;
- Personal DataAny data that directly or indirectly relates
to a natural person, as meant in the
General Data Protection Regulation;
- Platform The Ungraded platform available at the Website on which Users can purchase
licenses to Footage and/or to provide Footage to the Platform;
- Privacy StatementUngraded’s privacy statement available at
- ServiceAll services provided by Ungraded including but not limited to the access to
and use of the Website and the Platform;
- UngradedThe Dutch company Ungraded B.V., having its office at Schaverijstraat 11 (3534 AS), Utrecht in the Netherlands;
- Ungraded FootageFootage where the colour palate of the Footage is not enhanced or edited which is (made) suitable for color grading;
- UserThe natural person or legal entity
concluded the Agreement with Ungraded;
- User ContentAny content provided by the User by
means of the Service, including but not limited to Account information, Footage, reviews and comments;
- Website The website on which the Platform is exploited, available at https://www.ungraded.video.
Article 2 Scope
Article 3 Account
- Through the Service, licenses for Footage can be purchased by User and Footage can be provided to the Platform. In order to be able to purchase licenses for the Footage and/or to provide Footage to the Platform, the User has to create an Account to use the Service in the way as described on the Website.
- The User warrants that the information provided by the User when creating the Account is, and remains during the use of the Service, complete, up-to-date and accurate. If the information is no longer complete, up-to-date and/or accurate, the User will update the information in order to comply with the aforementioned warranty.
- Ungraded is entitled to impose additional requirements on Users, including but not limited to requirements for the minimum or maximum age. These requirements are stated in the Service.
- User is not allowed to create an Account in the name of another person or in the name of a fictional person.
- During registration of the Account, the User must provide Credentials.
- User is responsible for keeping his Credentials secret.
- The Account is strictly personal. User shall not provide his Credentials to others or give others access to his Account.
- The User is liable for the use of the Service through the Account. Ungraded assumes that the User is actually the one who logs in to the Account with his Credentials.
- As soon as the User knows or should know that his Credentials have fallen into the hands of unauthorized persons, the User must immediately inform Ungraded thereof. The User must also immediately take effective measures himself, such as changing his Credentials.
- Ungraded accepts no liability for any damages resulting from unauthorized access to or use of the Service by the User or third parties.
- Ungraded reserves the right to change the login procedure and / or User’s Credentials if it deems this necessary in the interest of the functioning of the Service.
Article 4 Use of the Service
- Ungraded hereby grants the User a non-exclusive, non-transferable, limited right to access and use the Service by means of the Website and the Platform solely to consult the offered Footage by means of watching the previews thereof, to purchase a license for (parts of) the Footage and/or to provide Footage to the Platform.
- include software such as viruses or Trojans that can damage or erase computers or data of Ungraded and/or third parties or make it unavailable or inaccessible;
- bypass technical security measures of the computer systems of Ungraded or third parties;
- involve unreasonable or disproportionate use of the infrastructure of the computer systems of Ungraded or third parties or impede the functionality or functionalities of the Service;
- involve manual or automated software, devices, or other processes to "crawl", "spider" or “scrape” any content of the Service;
- constitute unauthorized or unsolicited advertising, junk, spam, bulk email, scam and/or phishing;
- infringe any Intellectual Property Rights, privacy rights or any other rights of Ungraded or a third party;
- involve any illegal activities or activities that are contrary to morality or public order;
- involve false or misleading information;
- involve otherwise inappropriate use;
- be unlawful in any way whatsoever;
- The User acknowledges and accepts that Ungraded merely offers the Platform on which Users can purchase licenses to Footage and/or to provide Footage to the Platform.
- The use of the Service is at the User’s own expense and risk. The User is responsible for meeting the technical and functional requirements and using the electronic communication facilities that are necessary to be able to access and use the Service. The risk of loss, theft or damage to any of its data will at all times be borne by the User.
- When User provides Footage to the Platform, the General Purchase Conditions of Ungraded apply.
Article 5 Fees and payment
- The offer for the licenses for Footage may contain a description, pictures, photographs, and/or other graphical displays such as the Ungraded logo.
- Prices for the Footage will be quoted through the Service and/or in the offer. Prices are in euros and are inclusive of VAT, unless expressly provided otherwise.
- The User has the obligation to inform Ungraded immediately about any inaccuracies in the offer provided or the payment details described, including the price. The User cannot hold Ungraded to any offer for Footage and/or price if the User should in all reasonableness have known that this offer and/or the price are/is an obvious mistake or obvious error in writing.
- Ungraded is entitled to adjust its prices at all times.
- Ungraded uses the services of Mollie (https://www.mollie.com) and/or other third parties to process the payment. The conditions of Mollie and/or other third parties may apply. Ungraded is not liable for use of those third party services.
Article 6 Intellectual Property Rights
- The Intellectual Property Rights on all Content on the Platform, as well as the selection and arrangement of the Content, belong to Ungraded and / or its suppliers.
- The User is not permitted to sell, rent out, transfer, give away or grant restrictive rights Service and/or Content, or to make it available to third parties in any way or for any purpose. The User will also refrain from granting third parties access – remotely or otherwise – to the Service or to provide the Service to a third party.
- In principle, the User retains all Intellectual Property Rights, if any, that vest in him with regard to any User Content he posts by means of the Service. The User agrees and acknowledges that by posting any User Content by means of the Service he automatically grants Ungraded a royalty-free, unencumbered, world-wide, sub-licensable, non-exclusive right, if protected by any Intellectual Property Rights at all, to use, reproduce, circulate and make public the content in connection with the Service.
Article 7 Footage license
- The following article applies to all use of the Footage by User, including but not limited to any downloads, display, publication and copying thereof.
- Unless User enters into a License Agreement with Ungraded, User shall not download, display, publish and/or copy any Footage.
- When User purchases a license for Footage, User receives a link to download the Footage.
- The User who entered into a license agreement with Ungraded is not permitted to sell, rent out, transfer, give away or grant restrictive rights to the Footage.
- The User is not permitted to use the Footage in any unlawful way, including but not limited, to the use of the Footage in any threatening, sexually-intimidating, racist, defamatory or in any (other) offensive way. The User warrants this.
- The User is not permitted to use the Footage to promote products and / or services in a improper way, including but not limited to, use incorrect and / or misleading information.
- The User is not permitted to use the content or a part thereof as a trademark, service mark, logo or any other indication of an original design or part thereof.
- A preview of the Footage is available in the Platform, for preview purposes only. The User is not allowed to download, publish, copy and / or make available the preview of the Footage.
Article 8 Footage delivery
- The Footage shall be delivered to the User after the User obtains a license from Ungraded through a temporary download link, which will be made available to the User through email after payment is received.
- The download link delivered by email shall be active for a period 24 hours.
- User has the possibility to generate new temporary download links in the Account provided that the Footage is still available on the Platform. The in the Account generated download links shall be active for a period of 5 minutes.
- The Footage can be downloaded by User for a (total) maximum of 5 downloads.
- The download links are strictly personal. User is not entitled to send download links to third parties, to publish download links or to make the download links available to the public in any way whatsoever.
- The Footage that will be delivered will consist of the Graded Footage and Ungraded Footage, unless stated otherwise in the Service.
- Ungraded shall deliver Footage in the highest quality available for Ungraded. Ungraded does not guarantee any level of quality of the Footage nor does Ungraded guarantee that the Footage fits the (intended) purposes of User. The risk of the Footage delivered User will be transferred to User after the temporary download link is sent by email.
Article 9 Right of revocation
- If the User is a Consumer who purchased (a) license(s) to Footage, Consumer agrees that Ungraded immediately starts delivering the digital content by providing the temporary download link(s) to Consumer. The Consumer waives his right of revocation.
- A User who acts in the exercise of a profession or business is in no way entitled to invoke a right of revocation.
Article 10 Indemnities and interruptions
- Ungraded does not warrant that the Platform will be error free, complete or up-to-date at all times.
- The User agrees that the Platform only provides the functionality and other features as found in the Platform at the time of use ("as is"). Ungraded does not guarantee that the Platform or any part thereof will be accessible at all times and without any interruptions or failures. Failures in the Platform can occur as a result of failures in the internet connection or as a result of viruses and/or faults/defects. Ungraded is not liable towards the User for any damage, loss or costs resulting or arising from the Platform being (temporarily) unavailable, including but not limited to the loss of data or inability to access or use the Platform.
- Ungraded is entitled to change and/or update the Platform and replace the design and layout and/or any of the functionalities of the Platform without any prior notification and without being obliged to pay any compensation whatsoever to the User.
- Ungraded is entitled to put the Platform (temporarily) out of service and/or to reduce the use of it without any prior notification and without being obliged to pay any compensation whatsoever to the User, if in the opinion of Ungraded this is necessary, for instance in connection with the reasonably required maintenance of the Platform or due to force majeure. Force majeure includes – but is not limited to – site or building blockades, strikes, riots, civil disruption, war, terrorist acts, inclement weather, epidemic, specific work interruptions, delay in transportation, earthquake, virus outbreaks, pandemics, epidemics fire, storm, flood, or water damage, delay in or cancellation of the delivery to Ungraded of parts, goods or services ordered from third parties, or governmental, legal or regulatory restrictions, and all (other) external causes, foreseen or unforeseen, which Ungraded cannot influence.
Article 11 Limitation of liability
- Ungraded’s liability for attributable failure (in Dutch: “toerekenbare tekortkoming ”) to perform the Agreement or any other unlawful act (in Dutch: “onrechtmatige daad ”) shall be excluded, to the extent allowed by a mandatory or peremptory rule of law.
- The User’s only remedy in the event of an attributable failure or an unlawful act of Ungraded, is to discontinue the use of the Service and/or to delete his Account and to terminate the Agreement.
- In the event that Ungraded is liable for damages under a mandatory or peremptory rule of law, the damage will be limited to an amount of EUR 100.00 per event (a series of connected events being considered as one event). In no event will Ungraded’s total, aggregate liability, exceed EUR 200.00.
- The limitations mentioned in the preceding paragraphs of this article 11 shall not apply if and insofar as the damage or injury is the result of intent (in Dutch: “opzet ”) or gross negligence (in Dutch: “bewuste roekeloosheid ”) by Ungraded or its managers.
- Ungraded shall not be held liable for any infringing Content on its Platform, including infringements on privacy rights and / or Intellectual Property Rights.
Article 12 Notice and takedown
- Ungraded respects the Intellectual Property Rights of others, and requires its User(s) to do the same.
- If a User, a visitor or a third party believes that its work has been copied or used in a way that violates its Intellectual Property Rights or his other rights, he has to notify Ungraded in writing through the contact details available in article 18.
- The notice shall include, at least, the following information:
- the contact details of the notifier;
- all relevant information Ungraded needs to evaluate the User Content, including the location of the User Content on the Platform (URL);
- a description of why the User Content is unlawful or undesirable according to the the criteria published by Ungraded; and
- a statement of the reason why Ungraded is approached as the most appropriate intermediary to deal with the matter;
- Notifier can request that Ungraded deals with the report as a matter of urgency. The reasons for urgency must be explained by notifier. Ungraded will determine whether the report is dealt with as a matter of urgency on the basis of the explanation of the reasons.
- Ungraded shall evaluate the notice made by notifier. If Ungraded determines that the User Content is not unequivocally unlawful or undesirable Ungraded will inform the notifier of this and the reasons thereof. If Ungraded determines that the User Content is unlawful or undesirable the User Content will be removed from the Platform immediately or within a reasonable period of time. The User acknowledges and accepts that Ungraded is not liable for the removal or otherwise making the relevant User Content inaccessible.
- In the case that Ungraded is unable to come to an unequivocal judgement as to whether the User Content concerned is unlawful or undesirable, Ungraded will inform the User, who uploaded the User Content, about the report made by notifier and will request to remove content or to contact the notifier. If notifier and the User do not reach an agreement, the notifier can choose to take legal action that is open to him. If User chooses to not make himself/herself known to the notifier, Ungraded may decide to provide the notifier with the User’s name and content details, or to remove the User Content.
- The procedure in the previous paragraphs is is based on the Notice-and-Takedown Code of Conduct as described on noticeandtakedowncode.nl.
Article 13 Privacy
- By using the Platform, the User may provide Personal Data to Ungraded. These Personal Data will be saved and processed in accordance with the Privacy Statement and the General Data Protection Regulation.
Article 14 Penalty
Article 15 Termination and remedies
- The User is entitled to terminate the Agreement at any time by discontinuing the use of the Service and/or by terminating the Account.
- In addition to the other remedies available to Ungraded, Ungraded is at all times, at its sole discretion, without prior written notice or explanation and without becoming liable to the User, entitled to:
- temporarily or permanently terminate the User’s Account and his use of the Service in the event that Ungraded, at its sole discretion, deems such termination necessary;
- temporarily or permanently restrict or suspend the User’s activities in connection with the Service;
- partly or wholly edit, delete or refuse any User Content or services within the Service.
- Each Party is authorised to rescind (in Dutch: “ontbinden”) the Agreement due to an attributable failure (in Dutch: “toerekenbare tekortkoming”) in the performance of the Agreement if the other Party, in all cases after a written notice of default that is as detailed as possible and that grants a reasonable term to remedy the attributable failure has been issued, is attributable failing to fulfill its obligations under the Agreement.
- If, at the time of rescission, Ungraded has already provided Licenses and/or (other) services under the Agreement, these Licenses and/or services shall not be subject to an obligation to undo (in Dutch “ongedaanmakingsverplichting”, “ongedaanmakingsverbintenis”).
- All provisions which are meant to survive the termination of the Agreement, including but not limited to all of the User’s representations, warranties, indemnification obligations, the penalties and Ungraded’s limitation of liability, shall survive such termination.
Article 16 Third parties
Article 17 Applicable law and competent court
- This does not affect the right of either Party to obtain interim or provisional measures through the competent court of Midden-Nederland in Utrecht, the Netherlands.
- In the event User is a Consumer, and the Consumer prefers legal proceedings through the national court, the Consumer must make this known in writing within one (1) month after Ungraded invoked article 17.2. In that event the controversies, disputes or claims shall be exclusively and finally settled by the competent court of Midden-Nederland in Utrecht, the Netherlands, unless a mandatory or peremptory rule of (international) law prescribes another competent court.
Article 18 Contact
- Any and all correspondence and communication between the User and Ungraded may be undertaken in the Dutch or English language. In case the User does not understand the Dutch and/or English language, he must immediately inform Ungraded of this.
- Ungraded can be contacted by means of the following contact details:
Contact detailsUngraded B.V. Schaverijstraat 11 3534 AS Utrecht The Netherlands [email protected]