Last Updated: August 2016
You confirm that you are at least eighteen (18) years of age and are otherwise capable of entering into and performing the requirements of these Terms. If Chew reasonably believes that you have not entered your correct age, it may suspend your use of the Chew Service until acceptable proof of age has been provided.
Chew reserves the right, at Chew’s discretion, to change, modify, add, or remove portions of these Terms at any time. The latest Terms will appear on the Chew Service with the date that the Terms were updated. Please check these Terms and any Policies periodically for changes. Your continued use of the Chew Service after the posting of changes constitutes your binding acceptance of such changes. If you do not agree to the updated Terms you must stop using the Chew Service.
1. Ownership of Materials; Limited License
The data and materials on the Chew Service, except the Produced Content (as defined below), including, without limitation, the text, graphics, interactive features, logos, photos, music, videos, software, and all other audible, visual or downloadable materials, as well as the selection, organisation, coordination, compilation and overall look and feel of the Chew Service (collectively, the “Materials”) are the intellectual property of Chew, its licensors and its suppliers. The Materials are protected by copyright, trade dress, patent, trade mark and other laws, international conventions and proprietary rights and all ownership rights to the Materials remain with Chew, its licensors or its suppliers, as the case may be. All trade marks, service marks, and trade names are proprietary to Chew or its affiliates and/or third party licensors. Except as expressly authorised by Chew, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make use of the Materials. If, with authorisation, you download or print a copy of the Materials for personal use, you must retain all copyright, trade mark, or other proprietary notices. Chew reserves all rights not expressly granted in and to the Chew Service and the Materials.
Subject to your compliance with the terms and conditions set out in these Terms, Chew hereby grants you a personal, limited, non-exclusive, non-transferable, freely revocable licence to: (a) use the Chew Service for the non-commercial viewing of authorised Produced Content (as defined below) made available on the Chew Service; and (b) if you are a registered User, stream, broadcast and upload Produced Content on to the Chew Service.
2. Produced Content
The Chew Service is a hosting platform which provides a system and method for Users to produce, upload and publicly exhibit authorised live and pre-recorded audiovisual content (the “Audiovisual Content”) by means of live broadcast and on-demand streaming. The Chew Service permits its Users to create, upload, display, share and publicly exhibit content of their own creations, including Audiovisual Content, written works posted on message boards, chat and blogs, and any other content, including without limitation, videos, music, images, and text (collectively, “Produced Content”).
You understand that when using the Chew Service, you will be exposed to Produced Content from a variety of sources, and that Chew is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Produced Content or other content. You further understand and acknowledge that you may be exposed to Produced Content that is inaccurate, offensive, indecent, or objectionable, and, to the fullest extent permitted by applicable law, you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Chew with respect to such content. Chew does not endorse any Produced Content or any opinion, recommendation, or advice expressed in them, and , to the fullest extent permitted by applicable law, Chew expressly disclaims any and all liability in connection with the Produced Content.
You retain all of your ownership rights in your Produced Content. However, by submitting Produced Content to Chew, you hereby:
- grant to Chew a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, sub-licensable through multiple tiers and freely transferable licence to display, perform, use, reproduce, cache, analyse, transcode, modify, distribute, publish, exhibit, make available, communicate to the public, create derivative works of, sell, edit, and otherwise exploit your Produced Content solely in connection with the Chew Service and Chew’s (and its successors’) business, including without limitation for promoting and redistributing your Produced Content or part of or all of the Chew Service (and derivative works thereof) in any media formats, media channels or medium now known or hereafter in existence. The foregoing licence includes, but is not limited to, the right to reproduce, distribute, display, perform, make derivative works from or otherwise exploit your Produced Content in proximity with or in connection with any third party content. Chew may exercise all copyright and publicity rights in your Produced Content in all jurisdictions, to their fullest extent and for the full period for which any such rights exist in your Produced Content. If you are not in the position to grant such a licence, please do not upload your Produced Content to the Chew Service;
- grant to each User of the Chew Service a non-exclusive licence to access and play your Produced Content through the Chew Service (including by way of embeds on third party properties), and to reproduce, publish, embed, display and perform such Produced Content solely as permitted through the functionality of the Chew Service and under these Terms; and
- waive all moral rights in and to the Produced Content.
You understand and affirm that the Chew Service is merely providing you the means to produce, display and share your Produced Content. Accordingly, you shall be solely responsible for your own Produced Content and the consequences of posting or publishing it. You hereby represent and warrant that:
- you are the creator and owner of or have the necessary licences, rights, consents, and permissions to use and to authorise Chew and Chew’s Users to use, make available and distribute your Produced Content as necessary to exercise the rights and licences granted by you in these Terms and in the manner contemplated by Chew and the functionality of the Chew Service (as updated from time to time);
- your Produced Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trade mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) infringe or violate any applicable laws; or (c) slander, defame, libel, or invade the right of privacy, publicity or other rights of any person or entity;
- you have obtained all necessary consents, permissions and waivers from all persons featured or appearing in, or contributing to, your Produced Content and no fees are or will become due or payable to such persons;
- your Produced Content does not include any advertisements, promotions, or solicitations of business; and
- your Produced Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method of access to potentially infringing content outside of the Chew Service.
Chew reserves the right to limit the transcoding services necessary to compress and author your Audiovisual Content in connection with the use of the Chew Service and any embeddable player provided by Chew for amounts of Produced Content above a specified free size/quantity limit. The related terms and conditions for any such transcoding services will be set forth in your account information or in related Policies regarding your use of the Chew Service.
Chew does not control the content posted by you or other Users (including all Produced Content). Chew may, but shall not be obliged to, moderate and review Produced Content to ensure it complies with these Terms and our Policies. We may also at any time and without notice, remove your Produced Content from the Chew Service.
3. Prohibited Uses
You represent and warrant that you will not:
- upload to or create on the Chew Service any Produced Content that violates any law, regulation, treaty or third party right (including, without limitation, trade secret, intellectual property, privacy, or publicity rights);
- publish comments or misrepresentations that could damage Chew or any third party; post, upload to, or create any Produced Content that is unlawful, obscene, defamatory, libellous, threatening, pornographic, sexually explicit, vulgar, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offence, give rise to civil liability, violate any law, or, in Chew’s sole discretion, is otherwise inappropriate;
- post advertisements or solicitations of business;
- impersonate another person or entity, whether actual or fictitious, falsely claim an affiliation with any person or entity, or access the Chew Service accounts of others without permission, misrepresent the source, identity, or content of information transmitted via the Chew Service, or perform any other similar fraudulent activity;
- identify any person without their consent, or the consent of their parent or legal guardian if they are under 18 years of age;
- disclose anyone’s personal contact details or invade their privacy;
- use the Chew Service for any purpose other than to access the Chew Service as such services are offered by Chew;
- download, reproduce, distribute, transmit, broadcast, display, license, or otherwise exploit other users’ Produced Content from the Chew Service unless permitted by these Terms;
- circumvent, disable or otherwise interfere with security-related features of the Chew Service or features that prevent, limit or restrict use or copying of any Materials or another user’s Produced Content;
- rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licences granted in these Terms or any Materials;
- delete indications or notices regarding the copyright or other proprietary rights on the Chew Service or any third party content;
- make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Chew Service. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
- use the Chew Service for any illegal purpose, or in violation of any local, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy;
- collect or aggregate any user information or Produced Content using manual or automated methods including bots, scraping and other similar techniques;
- defame, harass, abuse, threaten or defraud Users of the Chew Service, or collect, or attempt to collect, personal information about users or third parties without their consent, or, except as expressly authorised by these Terms, use Materials, third party Produced Content, or other content on the Chew Service for any commercial or promotional use, it being understood that, other than as expressly stated in these Terms, the Materials, third party produced content and other content available on the Chew Service is for personal, non-commercial use only;
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Chew Service or any part of it, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- modify, adapt, translate or create derivative works based upon the Chew Service or any part of it, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- intentionally interfere with or damage operation of the Chew Service or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; take any action that may undermine Chew’s rating and comment system (such as displaying, importing or exporting information off the Chew Service, using information on the Chew Service for purposes unrelated to the Chew Service, or improperly manipulating or using the ratings and comment system);
- take any action that imposes or may impose (in Chew’s sole discretion) an unreasonable or disproportionately large load on Chew’s infrastructure;
- interfere or attempt to interfere with the proper workings of the Chew Service or any activities conducted on the Chew Service;
- bypass robot exclusion headers or other measures Chew may use to prevent unauthorised access to the Chew Service;
- upload or post any Produced Content that contains advertising or other promotional material, including links to such material unless expressly authorised by Chew in writing.
4. Termination; Violations of these Terms
Termination by Chew
If Chew, in its sole discretion, believes that you have breached these Terms, or has reasonable grounds to believe that you are likely to breach these Terms, it may take any action it thinks is necessary to protect Chew, the Chew Service and its Users. Chew may suspend or terminate any account (or any part of it) you may have with Chew or your use of the Chew Service and remove and discard all or any part of your account, user profile, and any Produced Content, at any time. Chew may also in its sole discretion and at any time discontinue providing access to the Chew Service, or any part of it (including without limitation all Materials), with or without notice. You agree that any termination or suspension of your access to the Chew Service or any account you may have or portion of it may be effected without prior notice, and you agree that Chew will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred by Chew to the appropriate law enforcement authorities. These remedies are in addition to any other remedies Chew may have at law or in equity.
Chew does not permit copyright infringing activities on the Chew Service, and shall be permitted to terminate access to the Chew Service, and remove any Produced Content or other content submitted by any Users who are found to be repeat infringers. These actions are not limited and Chew may take any other action it reasonably deems appropriate. Chew may, although is under no obligation to, moderate and review Produced Content to ensure it complies with these Terms. Where applicable, should Chew terminate access to the Chew Service for convenience prior to the completion of any particular subscription period, your sole remedy is a pro-rata refund of the purchase price paid for the unavailable service (if any).
Chew may terminate these Terms and close your account at any time on giving you reasonable notice and without responsibility or liability to you if it ceases to provide the Chew Service.
Termination by You
To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the Chew Service; (ii) any provision of these Terms; (iii) any policy or practice of Chew in operating the Chew Service; or (iv) any content or information transmitted through the Chew Service, is to cancel your account and cease use of the Chew Service. You may cancel your account at any time by discontinuing use of any and all parts of the Chew Service and providing Chew written notice by sending an email to email@example.com. Chew may also retain information from accounts disabled for breach of these Terms for up to one year to prevent repeat abuse or other breach of these Terms. No fees payable (if any) by you in connection with the Chew Service are refundable upon cancellation of your account by you.
5. Copyright infringement notification
If you are a copyright owner or an agent of a copyright owner (the “Copyright Owner”) and believe that any content on the Chew Service infringes your copyrights, you may submit a ‘takedown’ request. This notification of claimed infringement must be a written communication provided to the designated agent of Chew that includes the following information:
- a physical or electronic signature of a person authorised to act on behalf of the Copyright Owner of an exclusive right that is allegedly infringed.
- identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Chew to locate the material.
- information reasonably sufficient to permit Chew to contact the Copyright Owner, such as an address, telephone number, and, if available, an email address at which the Copyright Owner may be contacted.
- a statement that the Copyright Owner has a good faith belief that use of the material in the manner complained of is not authorised by the Copyright Owner, its agent, or the law.
- statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorised to act on behalf of the Copyright Owner of an exclusive right that is allegedly infringed.
Chew’s registered designated copyright agent to receive notifications of claimed infringement is: Mr. Wil Benton. His contact information is as follows:
Postal address: Chew Live LTD, 4th Floor, 86-90 Paul Street, London, EC2A 4NE UK.
Email address: firstname.lastname@example.org
Only takedown requests should go to the designated copyright agent; any other comments, requests, or other communications should be directed to Chew customer services at email@example.com. Any notification of claimed infringement that does not comply with the takedown request’s requirements may be invalid.
If you receive notice from Chew that your content has been taken down pursuant to a notification of alleged infringement and believe that this takedown is improper or incorrect, you may provide Chew with a counter notification. To be valid, a counter notification must be a written communication provided to Chew’s designated agent as mentioned above that includes substantially the following:
- your physical or electronic signature.
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- your name, address, and telephone number, and a statement that you consent to the jurisdiction of the judicial district in which your address is located, or if your address is outside of the United Kingdom, the jurisdiction of the English courts, and that you will accept service of process from the Copyright Owner who provided notification as mentioned in section 6.1 or an agent of such person.
6. Registration, Accounts and Passwords
If you become a registered member and create an account on the Chew Service, you agree to be responsible and liable for maintaining the confidentiality of passwords or other account identifiers which you choose, and all activities that occur under such password or account identifiers.
You agree to notify Chew of any loss of your password or account identifiers and any unauthorised or suspected unauthorised use of your password or account identifiers by emailing firstname.lastname@example.org.
You agree to ensure that the details with which you provide us upon registration are correct and kept up-to-date and you will inform us of any changes to these details.
You are responsible for any activity which occurs on your Chew account, including any content uploaded to the Chew Service through your account.
From time to time, we may restrict access to certain parts of the Chew Service to Users who have registered with us. The features which are reserved for registered Users may change from time to time, but currently include the ability to upload Produced Content via the Chew Service.
7. Embeddable player feature
To certain registered Users, Chew may provide an embeddable player feature on the Chew Service. Subject to the terms and conditions of these Terms (and your compliance with them) , Chew hereby grants to you a limited, non-exclusive, freely revocable licence to incorporate such embeddable player into your own personal, non-commercial websites, provided that you include a prominent link back to the Chew Service on the pages containing the embeddable player. You hereby represent and warrant that you shall not circumvent, disable or otherwise interfere with security related features of the embeddable player or features that prevent or restrict use or copying of any Material and third party Produced Content or enforce limitations on use of the embeddable player or the Material and third party Produced Content contained in it.
8. Search Functionality
The Chew Service has certain functionality to search for and incorporate video and other content that is available on third party websites unrelated to Chew (the “Search Function”). For clarity, the disclaimers and limitations set out in these Terms apply to the Search Function. Chew has no responsibility for any content found on such third party sites, and Chew does not review, clear, or approve any such content. It is your sole responsibility to comply with any applicable terms and conditions and policies of the third party website operators when using such content. Additionally, as with any content uploaded by you to the Chew Service, with respect to any content that you find on third party websites through the Search Function, it is your sole responsibility to comply with applicable laws and to respect the rights of the owners and licensors of such content. Finding third party content using the Search Functionality does not, in and of itself, give you any rights whatsoever to use such third party content in any way, and, without limiting the provisions in Section 12 below, you hereby indemnify and hold harmless Chew for any losses or liabilities arising out of your use of the Search Function or third party content.
9. Third Party Websites
You must respect other people’s privacy. You must not upload any content to the Chew Service that identifies any person without their permission.
Content on the Chew Service including, without limitation, Materials and Produced Content are provided on an “as is” basis with no warranty.
Chew, its officers, directors, employees, affiliates, agents, licensors, and suppliers (together, the “Chew Entities”) make no representation or warranty of any kind whatsoever to you or any other person relating in any way to the Chew Service and disclaim to the maximum extent permitted by law, any and all such representations and warranties. Without limiting the generality of the foregoing, the Chew Entities disclaim to the maximum extent permitted by law any and all warranties, express or implied, including, without limitation, any (i) warranties of merchantability or fitness for a particular purpose; (ii) warranties against infringement of any third party intellectual property or proprietary rights; (iii) warranties relating to delays, interruptions, errors, or omissions in the chew service, or any part thereof; (iv) warranties relating to the transmission or delivery of the chew service; (v) warranties relating to the accuracy or correctness of data on the chew service; and (vi) other warranties relating to performance, non-performance, or other acts or omissions of the Chew Entities.
Further, and without limiting the generality of any of the foregoing, Chew makes no warranty that the Chew Service will meet your needs or requirements or the needs or requirements of any other person. Access to the Chew Service may be restricted from time to time to allow for repairs, maintenance or updating. The Chew Service may be limited by many factors, including inherent risks of the internet. Chew accepts no responsibility for any lack of functionality that is due to your equipment (including your device, internet connection, operating system or settings and software).
No advice or information, whether oral or written, obtained by you from Chew or through the Chew Service will create any warranty. You understand and agree that you use, access, download, or otherwise obtain information, materials, or data through the Chew Service (including RSS feeds) or any Third Party Services at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from the download or use of such material or data.
Because some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties, the above limitations may not apply to you. In such jurisdictions, the Chew Entities’ liability is limited to the greatest extent permitted by law.
We are working to ensure that the Chew Service is compatible across various devices, but we cannot guarantee that the Chew Service will work with all devices.
It is your responsibility to ensure you are able to comply with the relevant system requirements of the Chew Service as may be set out at the Chew Service from time to time.
12. Limitation of Liability
In no event will the Chew Entities or any party involved in creating, producing or delivering the Chew Service be liable in any manner whatsoever for any damages of any kind, including but not limited to indirect, incidental, consequential, special or punitive damages arising out of: (i) the Chew Service, your access, use or inability to use the Chew Service; (ii) any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure (including loss profits, loss of business or data, business interruption, and damages that result from inaccuracy of the information or inconvenience, delay, or loss of the use of the Chew Service); (iii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Chew Service; (iv) any unauthorised access to or use of our secure servers and/or any and all personal identifiable information stored on them; and (v) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Chew Service by any third party.
Chew reserves the right to alter, remove or discontinue any portion of the Chew Service or the content on the Chew Service or to suspend or terminate your use in any way, at any time, for any reason, without prior notification, and will not be liable in any way for possible consequences of such changes.
The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, even if the Chew Entities or any other party has been advised of the possibility of such damages. These limitations of liability also apply with respect to damages incurred by you by reason of any products or services sold on or provided by any third party services or otherwise by third parties other than Chew and received through or advertised on the Chew Service or received through any reference sites.
You specifically acknowledge that Chew shall not be liable for Produced Content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.
Because some jurisdictions do not allow the exclusion or limitation of certain types of damages, the Chew Entities’ liability in such jurisdictions shall be limited to the fullest extent permitted by law.
Nothing in these Terms excludes or limits Chew’s liability for: (i) death or personal injury arising from Chew’s negligence; (ii) fraudulent misrepresentation or misrepresentation as to a fundamental matter; or (iii) any other liability which may not be lawfully excluded or limited.
You agree to indemnify, defend and hold harmless the Chew Entities from and against any losses, claims, damages, liabilities, including legal fees and expenses, arising out of:
- any claim due to or arising out of your violation of these Terms, including but not limited to a claim arising out of a breach of your representations or warranties given in these Terms;
- your use or misuse of or access to the Chew Service;
- your violation of any law, regulation or third party right, including without limitation any copyright, property, or privacy right; or
- any claim that you or your Produced Content caused damage to a third party.
Chew reserves the right to assume the exclusive defence and control of any matter for which you are required to indemnify Chew, and you agree to cooperate with Chew’s defence of these claims.
14. Release for disputes between Users
Chew does not control the actions of its Users. If you have a dispute with one or more Users, you release the Chew Entities from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
These Terms, and any rights and licences granted under these Terms, may not be transferred or assigned by you, but may be assigned by Chew to a group company, or to another legal entity provided your legal and consumer rights are not prejudiced.
16. Waiver and Severability
The failure to require performance of any provision shall not affect Chew’s right to require performance at any other time, nor shall a waiver of any breach or default of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of these Terms is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of these Terms will remain in full force and effect.
Chew may provide you with notices, including those regarding changes to Chew’s Terms, by email, regular mail or postings on the Chew Service. Notice will be deemed given twenty four (24) hours after email is sent, unless Chew is notified that the email address is invalid. Alternatively, Chew may give you legal notice by mail to a postal address, if provided by you through the Chew Service. In such case, notice will be deemed given three (3) days after the date of mailing.
18. Jurisdiction and Applicable Law
These Terms shall be governed and construed in accordance with the laws of the England, excluding its conflicts of law rules. Any dispute arising out of or relating to these Terms or your access or use of the Chew Service will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
The heading references in these Terms are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions of these Terms.
20. Entire Agreement
These Terms represent the entire agreement between you and Chew relating to the Chew Service and will not be modified except by a change to these Terms or the Policies made by Chew as set forth above.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
22. No Third Party Beneficiaries
The parties specifically disavow any desire or intention to created a "third party" beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
23. Third Party Advertising
No person, except for the parties and their permitted assigns, shall have any rights under these Terms nor any right of enforcement of these Terms.
As part of the Chew Service, we provide digital content which may be purchased for use on our site. The price of the product (which includes VAT) will be the price shown on the site itself.
By agreeing to these terms, you hereby consent to the immediate performance of the contract (created by your payment) and acknowledge that you will lose any right of withdrawal from the contract once the gifting of the digital content has begun.
By confirming your purchase during the gifting transactions, you agree that you understand and accept that you will lose any right of withdrawal from the purchase of your digital item once the gifting process has completed.
If you think you have been charged an incorrect amount, please contact us promptly to let us know.
The Chew Service is offered by Chew Live Ltd, a limited liability company. We are incorporated under the laws of England and Wales with registered number 09260256 and our registered address is 86-90 Paul Street, London, EC2A 4NE.