Copyright © 2024 Deviation Limited
Before using this site or any other site, products, services or content offered by Deviation Limited, Deviation Agency Limited or any of their subsidiaries (“Deviation,” ”we,” “us,” “our”) (together the “Services”) please carefully read (i) these Terms of Use; (ii) our Privacy and Cookie Policy; and (iii) any separate written agreement between you or the entity you represent (“you”, “your”) and Deviation which incorporates these Terms of Use (“Separate Agreement”) (together the “Agreement”).
By using or accessing our Services in any manner, you agree that you have read and agree to be bound by the terms of this Agreement to the exclusion of all other terms. If you do not unconditionally agree to all the terms of this Agreement then you must not use our Services.
By continuing to use this website, you will be expected to "opt-in" to cookies upon your first visit to the website, via our "Cookie Policy - Selector", full details of our policy can be viewed here.
CHANGES TO THESE TERMS OF USE
We may revise these Terms of Use at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.
1. OUR SITE
This site is operated by Deviation Limited, a limited company.
We are registered in England and Wales under company number 14992965 and have our registered office and main trading address at 802a, 8, New Bridge Street, Manchester, United Kingdom, M3 1NQ.
We may update our site from time to time, and may change the content at any time. We do not guarantee that our site, or any content on it, will be free from errors or omissions. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these Terms of Use and that they comply with them.
Your account and password - If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We reserve the right without liability to you to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of this Agreement. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at getintouch@deviationagency.com.
Linking to and from this site - You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice.Where this site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
2. YOUR CONTENT
Uploading or providing us with content - When you upload, post, or otherwise provide content to us by any means, in connection with our Services (all such content “User Content” which shall include without limit any audio or video material, images, trademarks, data, information, or executable code, in any medium or form) you warrant, represent and undertake that you have full power and authority to do so and to enter into this Agreement; you have obtained, and shall maintain throughout the period for which such User Content remains on, within or connected in any way to our Services, all rights, licences, permissions, clearances and consents necessary in order for us to fully exercise the rights granted to us in the next section or otherwise under this Agreement; the User Content shall not infringe any rights, including the intellectual property rights, of any person or business, shall comply with all applicable laws and regulations, shall contain nothing that is defamatory, illegal, obscene, blasphemous or indecent or which may cause religious or racial hatred; and you will do all things as may be requested by us from time to time (including providing information, signing documents and consents and submitting forms) in order to enable us to provide Services in relation to the User Content. To the extent that any moral rights in or to the User Content are not transferable or assignable, you hereby waive and agree never to assert any such moral rights, or to support, maintain or permit any action based on any such moral rights. You expressly release Deviation and all of Deviation’s agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, and causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the use of your User Content. Notwithstanding the foregoing, you should let us know immediately (by email to getintouch@wearedeviation.co.uk) if you object to any uses of your User Content on or through the Services or in the promotion of the Services.
We have the right to remove any User Content uploaded or posted on our site for any or no reason and to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
You must not: (i) misuse our Services by knowingly introducing viruses, trojans, worms, logic bombs or other material, which is malicious or technologically harmful; (ii) in any way misuse and/or abuse any functionality on any platform (including, by way of example only, the ‘Content ID’ functionality on YouTube) in connection with our Services; (iii) attempt to gain unauthorised access to our Services, any servers on which our Services are stored or any server, computer or database connected to our Services; or (iv) attack any of our Services via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Services will cease immediately.
Rights you grant to us - When you upload or post User Content to any of our Services; or to any YouTube channel(s), Facebook pages, or any other channels, platforms, social media accounts or pages which you have agreed that we shall manage on your behalf (each a “Channel”), or otherwise deliver User Content to us by any means in connection with our Services, you grant to Deviation a worldwide, non-exclusive, royalty-free, transferable licence (with right to sublicense) to use, reproduce, distribute, syndicate, modify, create derivative works of, display, publish, perform and otherwise fully exploit that User Content in any media formats and through any media channels in connection with our provision of Services; and an exclusive royalty-free, transferable licence (with right to sublicense) to sell advertising inventory in connection with such User Content. The rights granted in this paragraph include the rights to use your name, image, voice, likeness, and any videos, photographs or artwork made available by or on your behalf through the Services in connection with advertising, marketing, or promoting you, your User Content, Deviation, or the Services. The rights granted by you under this paragraph in respect of any User Content shall terminate when you or Deviation remove(s) or delete(s) that User Content from the Services, or otherwise when this Agreement is terminated in accordance with its terms.
Where you agree that Deviation shall manage your Channels(s) you grant to Deviation, in addition to the rights granted in the above paragraph, the exclusive rights to manage, distribute and monetise your Channel(s) and the User Content on such Channel(s); sell and represent any and all advertising inventory on your Channel(s) (including the User Content on your Channels(s)); sell sponsorship, brand integrations or exploit similar sales opportunities in relation to your Channel(s); use the functionality of the relevant platform (for example the ‘Content ID’ functionality on the YouTube platform) to claim and monetise, on your behalf, any content posted by users of the relevant platform which includes any of your User Content (or any reproductions thereof); cross promote other channels within our network on your Channel(s), and cross promote the Channel(s) on other channels within our network.
3. DEVIATION CONTENT
Rights we grant to you - We are the owner or the licensee of all intellectual property rights in our Services, and in the material published, transmitted or displayed on our Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
Deviation grants you a non-exclusive licence to use and access this site and to view and display the video content which is made available to you in this site or to which Deviation otherwise grants you access in connection with its provision of Services to you (“Deviation Content”), on your own website(s), application(s) or other digital platform(s) owned and/or operated by you (“Websites”) using the functionality of this site, subject to the following (and otherwise subject to and in accordance with the terms of this Agreement): unless expressly permitted under this Agreement you may not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Deviation Content or our Services in any form or media or by any means; attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the Deviation Content or our Services; or display or make the Deviation Content available on any sites other than those which you own and/or operate (together the “Prohibited Acts”). Should you perform any of the Prohibited Acts we will be entitled to terminate this Agreement with immediate effect and you must, at our option, return or destroy any copies of the materials you have made. The rights granted to you under this paragraph in respect of any Deviation Content shall terminate when Deviation remove(s) or delete(s) that User Content from the Services; when Deviation communicates to you that such rights have terminated; or otherwise when this Agreement is terminated in accordance with its terms.
We do not offer any licence and give no warranty or representation in respect of the existence or validity of any model (or other) releases in respect of any Deviation Content; the use of names, people, likenesses, trade marks (registered or unregistered) or works of art depicted in any Deviation Content; or moral rights (or equivalent rights in other jurisdictions) in respect of any Deviation Content. It is your responsibility to ensure that all necessary clearances are obtained in respect of Deviation Content used by you.
We do not guarantee that the Deviation Content or the Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our Services. You should use your own virus protection software.
We neither undertake nor intend to monitor the Deviation Content. You acknowledge that we have been granted the rights to the Deviation Content by a third party, and accept that, save where we have failed to comply with an obligation under this Agreement, we will not under any circumstances be liable in any way for any Deviation Content, including, but not limited to, any errors or omissions in any Deviation Content, or any loss or damage of any kind incurred in connection with the use of or exposure to any Deviation Content posted, accessed, transmitted, or otherwise made available via the Services.
In the event that we lose any of the rights to any Deviation Content (or any part of it), or we are so instructed by the party from whom we have been granted rights to any Deviation Content (or any part of it), or we receive a third party claim, or are otherwise of the view (in our sole discretion) that any Deviation Content (or any part of it) may breach the rights of a third party you shall upon our request immediately remove such Deviation Content from your Website(s) and shall provide written certification that this has been carried out.
Your use of Deviation Content Subject to your right to sell advertising on your Websites, you acknowledge and agree that we (and any parties to which we grant authority) shall be exclusively entitled to sell advertising on, around, prior to or after the display of the Deviation Content on your Websites and you shall not, without our prior written consent (which we may withhold in our absolute sole discretion) grant any other party any rights to sell advertising on, around, prior to or after the display of the Deviation Content on your Websites.
You hereby warrant, represent and undertake that your use of the Deviation Content and your Websites will comply with all applicable laws and regulations and will contain nothing that is defamatory, illegal, obscene, blasphemous or indecent or which may cause religious or racial hatred; nothing on your Websites (including but not limited to the Deviation Content) shall infringe any rights, including the Intellectual Property Rights, of any person; you will obtain all public performance (or similar) rights and licenses for any musical compositions and sound recordings included in the Deviation Content on your Websites; and you shall at all times comply with any territorial, advertising or other restrictions in respect of the Deviation Content notified by us to you from time to time.
If any licensor of ours imposes terms or conditions which impact on any Deviation Content we will be free to provide the Deviation Content and the Services in such a manner as to comply with such terms and conditions.
4. LIMITATION OF LIABILITY
Nothing in this Agreement shall exclude or limit our liability for losses which may not be lawfully excluded or limited by applicable law. Subject to the foregoing, in no event shall Deviation or its suppliers, or their respective officers, directors, employees, or agents be liable with respect to the Services or the subject matter of this Agreement whether such liability arises in contract, tort (including negligence), misrepresentation (other than fraudulent misrepresentation), breach of duty or otherwise for any amount (in aggregate) in excess of the revenue received (and retained) by Deviation in connection with its provision of the Services to you during the twelve-month period immediately preceding the event (or series of events) giving rise to any such liability; for any indirect, incidental, punitive, or consequential damages of any kind whatsoever (including without limit any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of opportunity); for data loss or cost of procurement of substitute goods or services; or for any matter beyond Deviation’s reasonable control.
5. TERMINATION
This Agreement shall remain in full force and effect while you use the Services. Save as otherwise provided in any Separate Agreement (as defined in the first paragraph of these Terms of Use) we may terminate or suspend your access to the Services at any time, for any reason, and without warning. Either party may terminate or suspend any and all Services immediately, without prior notice or liability, if the other party commits a material breach of the terms or conditions of this Agreement. Upon termination of this Agreement for any reason, your right to use the Services, any Deviation Content or any other content or material within the Services will immediately cease, all outstanding sums payable by either party to the other shall immediately become due and payable and each party shall promptly return (or, if so authorised by the other party, to the extent possible using reasonable commercial endeavours, destroy or delete) the confidential information of the other, save that we will be entitled to keep copies of your confidential information for internal purposes. All provisions of this Agreement, which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
We may suspend or terminate any Services provided under this Agreement immediately on notice to you in the event that Deviation loses the right to provide those Services.
If some Services are terminated, but we continue to provide other Services to you, the above paragraph will only apply in relation to the Services terminated.
6. TAXES
Unless stated otherwise, all sums payable from one party to another under this Agreement are exclusive of any value added tax, goods and services tax and similar sales and other taxes in any jurisdiction and any taxes imposed in substitution for the foregoing (together “VAT”). Any VAT on any sums payable hereunder shall be paid on the due date for payment of such sums.
If you are required to withhold any taxes from any sums payable to us under this Agreement, then the amount of the payment due will automatically be increased to offset such tax, so that the amount actually remitted to us, net of all taxes required to be withheld, equals the amount invoiced or otherwise due. Upon our request, you shall promptly furnish us with copies of a reasonable sample of the official receipts evidencing payments of taxes due, under or in relation to the fees, to the appropriate taxing authority.
7. CONFIDENTIALITY
Should either party to this Agreement receive any confidential information of the other party, including without limit information relating to the business affairs, customers, clients or suppliers of the other party, or of any member of the group of companies to which the other party belongs then the party in receipt of such confidential information shall not at any time disclose such confidential information to any other person save for (a) any disclosure to that party’s employees, officers, representatives or advisers who need to know such information for the purposes of exercising any rights or carrying out obligations under or in connection with this Agreement; and (b) any disclosure required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use one another’s confidential information for any purpose other than to exercise rights and perform obligations under or in connection with this Agreement.
8. INDEMNITY
By using or accessing the Services you agree to indemnify Deviation and all of Deviation’s agents, partners, subsidiaries, affiliates, licensees, successors, and assigns and shall keep them indemnified at all times against any and all claims, proceedings, demands, damages, liabilities, costs and expenses (including reasonable legal costs) incurred howsoever as a result of, or in connection with, any breach of any of your warranties, representations or undertakings under this Agreement.
9. GENERAL
In providing the Services to you we will usually incur costs in connection with the technical delivery of such Services (by way of example only, the costs relating to the storage or encoding of your files). Should we determine that the costs associated with our provision of any Services to you exceed the sums received by Deviation in connection therewith, then we shall be entitled to require you to pay such technical costs as a condition of your continuing to use the Service(s).If any licensor of ours imposes terms or conditions which impact on any Channels we manage on your behalf we will be free to provide Services in relation to such Channels in such a manner as to comply with such terms and conditions.
We shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of our obligations under this agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.
No failure or delay by us to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
This Agreement shall constitute the whole agreement between you and Deviation and shall supersede any previous arrangements, understandings or agreements between you and Deviation relating to the subject matter they cover. Both you and Deviation acknowledge and agree that in entering into this Agreement you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
Nothing in this Agreement shall be deemed to constitute a partnership between you and Deviation.
We will be entitled to assign, transfer, sub-license, sub-contract, or otherwise deal in any other manner with any or all of our rights and obligations under this Agreement without your prior written consent.
If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of you and Deviation.
A notice given under this Agreement shall be in the English language and, in the case of notices to us shall be sent by email to getintouch@wearedeviation.co.uk and, in the case of notices to you, shall be sent by email to the email address you provided to us for the purposes of registering on this site, or otherwise any email address provided to us for the purposes of receiving such notices, or otherwise any email address you have provided us with. Without prejudice to any earlier time at which a notice or other communication may be actually given and received, a properly addressed notice will in any event, if no delivery failure is reported to or by the sender’s e-mail server, be deemed to have been given and received on the date such e-mail was sent (or, if such day is not a business day, then the next business day).
This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales. Notwithstanding this, you agree that Deviation shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.