Supercut Terms of Service

Float Labs Limited (company number 15626011) of Arquen House, 4-6 Spicer Street, St Albans, Hertfordshire, AL3 4PQ ("Float Labs") is developing the Supercut video messaging service ("Supercut").

You ("Beta Customer", "you" and "your" as applicable) have been invited to participate in the beta phase of Supercut. These Terms of Service (the "Agreement") govern your access to and use of Supercut.

1. Acceptance. By uploading videos to Supercut, registering an account on Supercut or otherwise using Supercut, you (as a Beta Customer), accept and agree to be bound by this Agreement. If you use Supercut on behalf of a legal entity, you are binding that legal entity to this Agreement, and you represent that you have the authority to do so.
2. Definitions. The following definitions apply in this Agreement:
   • "Affiliate" means either your or Float Labs' holding companies, subsidiaries and its' holding companies' subsidiaries from time to time (as such terms are defined in s.1159 Companies Act 2006), as applicable;
   • "Authorised Users" means the Beta Customer's employees, contractors and other third parties who the Beta Customer permits to access or use Supercut, including the Beta Customer's workspaces within Supercut;
   • "Beta Customer Content" means the content the Beta Customer uploads to, or creates within, Supercut;
   • "Confidential Information" means any information which is confidential in nature related to the Disclosing Party's (as defined in clause 10) business, affairs, plans, intentions, market opportunities, operations, processes, products, services, software or technology (whether written, verbal or otherwise);
   • "Data Protection Laws" means the EU General Data Protection Regulation, UK General Data Protection Regulation, UK Data Protection Act 2018 and all other applicable laws and regulations related to the processing of personal data;
   • "Insights" means any insights, ideas, concepts, requirements, requests, suggestions or recommendations provided by the Beta Customer to Float Labs in relation to Supercut;
   • "IPRs" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered which subsist or will subsist now or in the future in any part of the world;
   • "Supercut Materials" means works of authorship, products, materials, designs, graphical works, images, discoveries, inventions, research, processes, systems, programs (including software programs), algorithms, analytics, insights, formulae, component lists, documentation, user manuals and instructions, source code to software, databases, instructions, process descriptions, know-how, data, diagrams, charts, results, reports, information, methodologies, concepts, models, prototypes, plans, specifications and studies and other material supplied, created, produced or developed comprising, contained within or related to Supercut (recorded in any format) (excluding the Beta Customer Content);
   • "Representatives" means the party's or its' Affiliates' officers, directors, employees and contractors;
   • "Supercut" means Float Labs' video messaging service called Supercut (and its user manuals and instructions (if any)).
3. Supercut Service and App. Supercut can be accessed via a web browser or via a mobile application ("App"). In this Agreement, references to Supercut mean: (i) where Supercut is accessed via a web browser, the Supercut service; and (ii) where Supercut is accessed via the App, the Supercut service and App. It is the Beta Customer's responsibility to ensure it has the appropriate hardware, software, networks and capacity to access and use Supercut.
4. Supercut Support. Float Labs will provide reasonable support to the Beta Customer in connection with its use of Supercut between the hours of 9am and 5pm UK time. As part of the support, Float Labs shall have the right to view and fix content within Supercut (unless the Beta Customer opts out of this support).
5. Term. This Agreement starts on the date you accept this Agreement. This Agreement may be terminated by either party giving the other at least 1 week's written notice of termination.
6. Charges. Unless otherwise agreed between the parties, the parties confirm that no charges are due from either party under this Agreement.
7. Insights. The Beta Customer shall provide Float Labs with its Insights on Supercut. The Beta Customer grants Float Labs a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferrable licence (together with the right to grant sublicences) to use and analyse the Insights to support the development of Supercut and for use in Float Labs' business for any purpose.
8. IPRs.
   Beta Customer Content Licence
   8.1. The Beta Customer shall retain its ownership of the IPRs in the Beta Customer Content. The Beta Customer grants Float Labs a worldwide, non-exclusive, royalty-free, transferrable licence (together with the right to grant sub-licences) to use the Beta Customer Content: (i) to supply Supercut; (ii) to provide support to the Beta Customer; and (iii) to resolve technical issues that may affect the Beta Customer's use of Supercut.

   Supercut Ownership
   8.2. The parties acknowledge and agree that: (i) Float Labs owns all the IPRs in and to Supercut and the Supercut Materials, including where they are created as a result of Insights provided by the Beta Customer ("Supercut IPRs"); and (ii) except as expressly set out in this Agreement, nothing in this Agreement is intended to give the Beta Customer any right, title or interest in or to the Supercut IPRs. To the extent any Supercut IPRs vest in the Beta Customer, the Beta Customer hereby assigns (including by way of present assignment of future rights) to Float Labs absolutely all right, title and interest in and to the Supercut IPRs.
   8.3. The Beta Customer agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution or delivery of) all further documents, required by law or which Float Labs requests, to vest in Float Labs the full benefit of the right, title and interest in and to the Supercut IPRs.

   Supercut Licence
   8.4. Float Labs grants the Beta Customer a non-exclusive, royalty-free, non-transferrable right, without the right to grant sublicences, to permit the Authorised Users to download, access and use Supercut during the term of this Agreement solely for the Beta Customer's own internal business purposes ("Permitted Purpose").
   8.5. The Beta Customer shall not: (i) store, distribute, create, introduce or transmit through Supercut any virus or vulnerability or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive; (ii) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of Supercut except to the extent expressly set out in this Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; (iii) attempt to disassemble, reverse engineer, decompile or otherwise reduce to human-perceivable form all or any part of Supercut (including the source code, underlying ideas, algorithms, file formats or non-public APIs of Supercut), except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; (iv) attempt to interfere with, disrupt, or circumvent any security measures designed to protect all or any part of Supercut; (v) access all or any part of Supercut in order to build a product or service which competes with Supercut; (vi) use Supercut to provide services to third parties; (vii) impersonate or falsely state or misrepresent an affiliation with anyone while using Supercut; (viii) permit any person to access or use Supercut except for the Authorised Users for the Permitted Purpose; (ix) attempt to obtain, or assist third-parties in obtaining, access to Supercut, other than as provided under this clause 8. The Beta Customer agrees that if the Beta Customer breaches this clause 8.4, Float Labs may, at any time: (i) revoke the Beta Customer's access to Supercut, and/or (ii) remove any or all Beta Customer Content from Supercut.
   8.6. The Beta Customer shall ensure that each Authorised User keeps their password for Supercut confidential.
   8.7. The Beta Customer shall be responsible for the acts and omissions of its Authorised Users.

   No Infringement
   8.8. The Beta Customer undertakes to Float Labs that Float Labs' use of the Insights and/or Beta Customer Content as envisaged by this Agreement will not infringe the IPRs or other rights of any third party.
9. Data Protection.
   9.1. Float Labs shall deal with any personal data that it collects or that is provided to it for the purposes of entering into or managing this Agreement or providing Supercut, and which relates to the Beta Customer's directors, officers, employees, contractors and agents, in accordance with its obligations under Data Protection Laws and its privacy policy (a copy of which is available on Float Labs' website at https://supercut.video/privacy.

   9.2. To the extent Float Labs processes personal data on behalf of the Beta Customer, the Beta Customer undertakes to Float Labs that it has obtained all necessary and appropriate consents and has provided all notices to enable the lawful transfer of the personal data to Float Labs and the lawful processing of the personal data by Float Labs, for the purposes of this Agreement in accordance with Data Protection Laws.

   9.3. To the extent Float Labs processes personal data on behalf of the Beta Customer, Float Labs shall: (i) process the personal data only on the documented instructions of the Beta Customer (including for the purposes of this Agreement); (ii) ensure that persons authorised to process the personal data have committed themselves to confidentiality; (iii) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk; (iv) reasonably assist the Beta Customer to respond to data subject requests; (v) reasonably assist the Beta Customer in complying with its obligations regarding security of processing, notification of personal data breaches, prior consultation and data protection impact assessments; (vi) at the choice and request of the Beta Customer, delete or return all the personal data to the Beta Customer after the end of this Agreement, unless retention is required by applicable law; (vii) make available to the Beta Customer all information necessary to demonstrate compliance with this clause 9 and allow for and contribute to audits, including inspections, conducted by (or on behalf of) the Beta Customer, subject to Float Labs' written approval of the timing and scope of the audit or inspection; (viii) inform the Beta Customer without delay of any personal data breach; and (ix) immediately inform the Beta Customer if, in Float Labs' opinion, the Beta Customer's instructions infringes Data Protection Laws.

   9.4. The Beta Customer gives Float Labs general authorisation to appoint sub-processors to process the personal data, provided that Float Labs enters into a contract with them on terms equivalent to this clause 9 and remains liable for the acts and omissions of its sub-processors.

   9.5. The data processing activities envisaged under this Agreement are: (i) subject matter and purpose: the supply of Supercut and the Supercut services under this Agreement; (ii) duration: the term of this Agreement and a short period afterward to allow the data to be deleted or returned; (iii) nature: the nature of the processing includes the receipt, storage, use, return and deletion of the data; (iv) types of personal data: names, email addresses, usernames and passwords, images within video content, information on usage and interaction with Supercut; and (v) categories of data subjects: the Authorised Users.
10. Confidentiality.
    10.1. Each party ("Receiving Party") undertakes for the term of this Agreement and afterwards: (i) to keep the other's ("Disclosing Party") Confidential Information secret and confidential; and (ii) not to use or exploit the Disclosing Party's Confidential Information for any purpose except for the purposes of and as envisaged by this Agreement.

    10.2. The Receiving Party may disclose the Disclosing Party's Confidential Information: (i) to its' and its' Affiliates' Representatives that need to know the Confidential Information for the purposes of this Agreement provided that it informs those Representatives of the confidential nature of the Confidential Information before it is disclosed and ensures those Representatives comply with this clause 10 as though they were the Receiving Party; and (ii) to the minimum extent required by an order of any court of competent jurisdiction.

    10.3. This clause 10 does not apply to Confidential Information which: (i) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this Agreement; or (ii) is lawfully received from a third party not under an obligation of confidentiality in respect of that information.
11. Liability.
    11.1. Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent representation, for any other liability that cannot be limited or excluded under applicable law, or for any deliberate breach of this Agreement.

    11.2. Subject to clause 11.1, the Beta Customer acknowledges that Supercut is being provided without charge as part of its beta phase and therefore it is provided on an "as is" and "as available" basis and Float Labs shall have no liability to the Beta Customer in respect of Supercut or this Agreement.

    11.3. This clause 11 applies to any liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise.
12. Consequences of Termination. On the termination of this Agreement: (i) the licences granted under this Agreement shall terminate (except for the perpetual licences); (ii) unless stated otherwise in this Agreement, each party shall promptly return or destroy the other's Confidential Information; and (iii) clauses 6, 7, 8, 9, 10, 11, 12, and 13 shall survive the termination of this Agreement.
13. General. The Beta Customer enters into this Agreement for itself and as agent for its' Affiliates and shall procure its' Affiliates comply with this Agreement as though they were the Beta Customer. This Agreement constitutes the entire agreement between the parties relating to its subject matter. No variation of this Agreement shall be effective unless it is in writing and signed by the parties. This Agreement does not oblige either party to enter into any further agreement with the other. No failure or delay by a party to exercise any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy. This Agreement does not give any rights to a third party to enforce any term of this Agreement. Float Labs may change, supplement or update Supercut at any time and the Beta Customer must implement such changes, supplements or updates as required by Float Labs. The Beta Customer may not transfer, novate, assign or subcontract its rights or obligations under this Agreement without Float Labs' written consent. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by the law of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales.