1. Legal Notices
1.1. As concerns the Service as defined below, the following terms shall apply between you and GradedBlue. These shall apply additionally to terms concerning the use of the website through which you access the Service, as made available to you through the use of that website. In the event of conflict between these two sets of terms, these Service Terms shall prevail.
As they are used in these Service Terms, the follow terms will mean:
2.1. “User”: The person using or seeking to use the Service.
2.2. “User Account”: The account created and used by User to obtain access to and to manage his use of the Service, and to make payments and perform other actions in connection with the Service.
2.3. “Service”: Rendering, as that term is generally understood in the computer graphics industry, of inputs presented by User through the User Account, and / or other processing of graphical materials by GradedBlue.
2.4. “Input File”: A blend file or other file of materials prepared by the User as the entire input or as an input component of a Project, in a form specified by GradedBlue from time-to-time.
2.5. “Project”: A single Input File, the Service applied to that Input File, and any intermediate and Output Files thus generated.
2.6. “Output Files”: Any files generated by the performance of the Service and whose receipt through the User Account comprises a result of the Service.
2.7. “Service Credit”: A unit of measurement accrued by and associated with a User Account and authorising User to gain access to the Service to the nominal value of such a unit.
3. User Accounts
3.1. Prior to the first use of the Service the User must create a User Account. He will accurately enter information required by GradedBlue at the time of such creation. This may include the User’s name, the organisation which he represents (if any), email address, one or more telephone number, physical address, payment details and other information.
3.2. The User Account is not transferable.
3.3. The User Account may not be shared between persons, excepting between the employees and other authorised representatives of a corporation of other legal entity whose correct legal name, street address and telephone number have been associated by the User with the User Account. The User represents that he is authorised to commit any such legal entity and any such persons to comply with these Service Terms, and hereby does so. GradedBlue may channel any communications concerning the Services to any such entity and any such person through the User.
3.4. The User will be required to choose a password at the time of creation of the User Account. The User will log-in to the User Account using this password in order to obtain access to the Service. The User agrees to keep this password secret and to not share it with any person other than as is necessary for use of the User Account by another authorised person as described in the preceding paragraph.
3.5. GradedBlue may delete or deactivate the User Account for any reason or none, and specifically reserves the right to terminate the User Account and the User’s use of the Service without notice in the event of the breach of any these Service Terms.
3.6. The User may withdraw from the use of the User Account for any reason or none.
4. Obtaining of Service Credits
4.1. Service Credits will be earned by the User according to a schema which GradedBlue will post online from time-to-time. A schema for the obtainment of Service Credits may, at the discretion of GradedBlue include one or more of the following methods, and any additional methods posted online by GradedBlue:
(a) Service Credits Type A, obtained through purchase:
(i) Such Service Credits will be assigned to the User Account by GradedBlue in exchange for payment by the User using online payment in the form of Stripe or another means authorised by GradedBlue.
(ii) GradedBlue will determine from time-to-time the currency in which Service Credits may be purchased, and the User will be made aware of this at or prior to the time of purchase.
(iii) No such Service Credits will be assigned to the User Account in the event that payment is not received by GradedBlue.
(iv) In the event that GradedBlue discovers that payment against which Service Credits were obtained was not received by GradedBlue, GradedBlue will deduct the Service Credits from the User Account. Should this result in a negative balance of Service Credits, the User agrees to make good the difference within seven (7) days of the first demand of GradedBlue.
(b) Service Credits Type B, obtained through reciprocation:
(i) Such Service Credits will be assigned to the User Account by GradedBlue in exchange for a right to access computational resources of the User and the exercise of such a right.
(ii) In no event will GradedBlue seek to access computational resource of the User for this purpose without the User’s permission.
(iii) Such Service Credits will have no cash value.
(iv) In the event that Service Credits are assigned by GradedBlue in consequence of a separate negotiation, for instance in return for the marketing rights granted by User, they will be of this type unless otherwise agreed between the User and GradedBlue.
(c) Service Credits Type C, obtained for neither payment nor reciprocation:
(i) Such Service Credits may at the discretion of GradedBlue be assigned to the User Account for any reason or none, for example in association with an introductory offer.
(ii) Such Service Credits will have no cash value.
(iii) GradedBlue may at its discretions withhold or withdraw any such Service Credits so assigned.
4.2. Service Credits are associated with a User Account and are not transferable other than with the prior written consent of GradedBlue.
5. Redemption of Service Credits
5.1. Service Credits associated with the User Account may be redeemed by the User in exchange for Services, at a rate which GradedBlue will post online from time-to-time, the number of remaining Service Credits associated with the User Account being so reduced.
5.2. GradedBlue may but is not obliged to begin the Service associated with a Project for which the User Account has, at the time, insufficient Service Credits to ensure its completion.
5.3. GradedBlue may suspend Service in respect of a Project for which a User Account runs out of sufficient Service Credits to continue this Project. In this event, GradedBlue will nonetheless present any Output Files associated with Service for Service Credits have been redeemed, even if they represent only a part of the Project, unless this would require effort by GradedBlue which would not have arisen were it not for the lack of sufficient Service Credits.
6. Data Recovery and Retention
6.1. GradedBlue is not obliged to retain any Input File associated with a User Account which does not hold Service Credits sufficient to commence the Service, or whose technical incompatibility or incompleteness is unsuited to the Service as then offered, nor any Input File upon which the Service has been completed and Output Files generated. The User is recommended to keep copies of Input Files, and acknowledges that GradedBlue is not obliged in any circumstances to retain these or to make these available to the User.
6.2. GradedBlue is not obliged to retain or make available Output Files for more than thirty (30) calendar days after the completion of the Service by which these were generated.
6.3. The User accepts that GradedBlue may retain any materials concerning the User Account and Project unless to the extent permitted by applicable law.
7. Restoration of Service Credits
7.1. If, through the fault of GradedBlue, Service for which Service Credits are redeemed is not undertaken or completed or for which Output Files are not made available to the User, GradedBlue will upon discovering this or upon first request of the User and without unreasonable delay restore to the User Account any Service Credits charged for that Service.
7.2. If Service for which Service Credits are redeemed is not undertaken or completed or for which Output Files are not made available to the User for any other reason, including but not limited to the existence of errors or incompatibilities in the Input Files, or following a breach of these Service Terms or other agreement between the User and GradedBlue, GradedBlue is not obliged to restore to the User Account any Service Credits charged for that Service.
8. Refunds in Respect of Service Credits
8.1. In the event that GradedBlue:
(i) ceases to offer the Service or a direct successor thereof; or
(ii) terminates the User Account other than for the User’s breach of these Service Terms,
GradedBlue will refund to the User the price paid by the User in respect of any unused Service Credits purchased, by restoring an amount to the payment provider through which these were purchased or by another means agreed. No repayment will be due in respect of Service Credits then associated with the User Account which have been obtained by reciprocation or by any means other than purchase by User.
9. Use of User Property
(a) a nonexclusive, worldwide, irrevocable, perpetual, transferable (only to a successor of GradedBlue by way of merger, acquisition or corporate reorganization), fully paid-up, royalty-free sub-licensable license to distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform and publicly display Output Files in marketing materials of GradedBlue; and
(b) a right to list the legal entity which the User represents, if any, and otherwise the User as a client of GradedBlue and to include the logo (in compliance with any usage style requirements published on the legal entity’s website), URL, YouTube and/or other online identity of the same in marketing materials of GradedBlue, but only to the extent that, unless otherwise agreed in writing between the User and GradedBlue:
(i) any such mention of the entity as a client of GradedBlue shall place it amongst other clients of GradedBlue and not single-out the entity; and
(ii) any such usage of Output Files shall represent a limited part of the relevant Project and the amount of such Project material quoted is no more than is necessary for the purpose.
(a) such information is in an anonymised form;
(b) such information is reduced to a subset to the extent that this will not inhibit such action; and
(c) the third-party is under a written obligation to GradedBlue to use the information for no other purpose.
10. Warranties and Protections
10.1. The User warrants that any Input File or other material which he provides as an input to the Service is his original work, that is not defamatory, that neither it nor its use as envisaged in these Service Terms infringes any law, and that the Service as correctly applied will not produce derivative works which any contain such defects.
10.2. The User agrees to indemnify and hold GradedBlue and its subsidiaries, affiliates, officers, agents, and employees harmless from any claim, including reasonable attorneys fees, made by any third party arising out the User’s breach of the above warranty or otherwise arising from any Input File or other material the User submits to the Service, out of Output Files, intermediate files or any other materials generated as reasonably envisaged in connection with User’s use or performance by GradedBlue of the Services, or out of User’s violation of these Service Terms or the rights of any third party.
10.3. Any information published by GradedBlue concerning Service turnaround or response or support times or other indications of service levels are guidelines only, and the User acknowledges that these indicate the intention of GradedBlue to make efforts to achieve these only and that they may be affected by power outage, high levels of demand or other factors beyond the direct control of GradedBlue, and that GradedBlue does not warrant their attainment.
10.4. The User acknowledges that, unless he has purchased support and maintenance separately in respect of the Services, GradedBlue is under no obligation to provide such support and maintenance services.
11. Limitation of Liabilities
11.1. To the maximum extent permitted by law, GradedBlue disclaims all liability for any claims, demands, suits or actions, under any theory of liability, arising out of the use or attempts to use or reliance on the Service and any outputs of the Service. The User agrees that GradedBlue shall not be liable or responsible in any way for any losses or damage however arising, including lost profits or other indirect, special, incidental or consequential damages, even if advised of the possibility of such damages, relating to the foregoing.
11.2. In the event that any part of the foregoing limitation shall not be held to limit liability, the User and GradedBlue agree that each party’s aggregate liability under these Service Terms shall not exceed, under any circumstances, the amount of fees paid to GradedBlue pursuant to these Service Terms for the single Project or five hundred pounds Sterling (£500.00), whichever is the lesser.