Terms of Service

These Terms are a legal agreement between you and Fast OTT Ltd, a company registered in England and Wales under number 15157138, whose registered office is at Office 7, 480 Larkshall Road, London, England, E4 9HH, United Kingdom. Fast OTT Ltd trades as Vodlix, a registered trade mark (UK00004203433). In these Terms, "Vodlix", "we", "us" and "our" mean Fast OTT Ltd.

Please read these Terms carefully. By creating an account or using the Services you agree to them. If you do not agree, do not use the Services.

1. Definitions

Account means your registered account with Vodlix.

Acceptable Use Policy or AUP means our Acceptable Use Policy (vodlix.com/acceptable-use), which forms part of these Terms.

Authorized User means a person you allow to use your Account, such as your staff or contractors.

Billing Period means the recurring interval for which fees are charged, as stated on your plan. For monthly plans this is one calendar month; for annual plans, one year. A Billing Period is settled once it has ended and been invoiced.

Customer means a person or organization that uses the Services to operate a video service.

Customer Content means video, audio, images, text, metadata, branding and any other material a Customer uploads to or distributes through the Services.

Customer Platform means the branded video service a Customer operates using the Services, offered to its own End Users under its own name.

End User means anyone who accesses or uses a Customer Platform, whether free, ad-supported or paid.

Services means the Vodlix platform, including hosting, encoding, delivery, applications, APIs, dashboards and related tools.

Subscriber means an End User with a paid subscription to a Customer Platform.

Your Plan means the plan you have subscribed to, as set out in your order or in your Account.

2. Structure of the agreement, and who it binds

2.1 Three parties, not two

The Services involve three distinct relationships. These Terms govern only the first:

An End User is the Customer's own customer, not ours. The Customer sets its own prices, collects its own payments through its own payment provider, and is responsible for its own customer service, refunds and consumer-law compliance.

2.2 Documents that form part of these Terms

The Acceptable Use Policy (vodlix.com/acceptable-use), which includes our content reporting and moderation procedures; the Copyright Policy (vodlix.com/copyright), which includes our Repeat Infringer Policy; the Data Processing Agreement (vodlix.com/data-processing-agreement); and any order form you have signed.

The Support and Service Levels document, which we provide with your order form or on request, sets out the support for each plan and, where your order form or Your Plan includes one, the service level agreement. It forms part of your order form or, where you have not signed one, of these Terms.

Our Privacy Policy (vodlix.com/privacy-policy) and Cookie Policy (vodlix.com/cookie-policy) explain how we use personal data about you, your Authorized Users and visitors to vodlix.com. They are notices for your information and do not form part of this contract.

2.3 Order of precedence

Where documents conflict, the following order applies, highest first:

1. a signed order form or written agreement between us

2. the Data Processing Agreement

3. these Terms

4. the Acceptable Use Policy and the Copyright Policy, including its Repeat Infringer Policy

5. any other policy referred to in these Terms

6. the published pricing page and any other published material

2.4 Website visitors

If you browse vodlix.com without an Account, only clauses 1, 2.5, 13, 14, 20, 22 and 24–27 apply to you.

2.5 Using vodlix.com

You may use vodlix.com to learn about the Services and to contact us. The content of vodlix.com, including its text, images, video, logos and software, belongs to us or our licensors. You may view and share it for that purpose, but you may not copy, scrape or extract it in bulk, reproduce it for commercial use, or interfere with the operation or security of the website. Links to third-party websites are provided for convenience only; we do not control those websites and are not responsible for them. This clause 2.5 applies to everyone who uses vodlix.com, with or without an Account.

3. Eligibility and Account

3.1 Eligibility

You must be 18 or over. If you accept these Terms for a company or other organization (such as a charity, non-profit or religious organization), you confirm you are authorized to bind it, and "you" means that organization.

3.2 Your Account

Keep your details accurate and current. You are responsible for activity under your Account and for keeping credentials secure. Tell us promptly at [email protected] if you suspect unauthorized access.

You may create additional Authorized Users up to the limit in Your Plan. You remain responsible for what they do.

3.3 Trial

Where a trial is offered, it runs for 14 days, and nothing is charged until it ends.

Self-serve sign-up requires a valid payment card, which is not charged during the trial. A trial without a card is available on request, by booking a call with us. We may also reopen an expired trial on request.

Trials with a card: unless you cancel before the trial ends, your subscription converts automatically to a paid subscription at the price for Your Plan and your card is charged. Trials without a card do not convert automatically; to continue, you choose a plan and add a payment method.

3.4 Business, professional and organizational use

The Services are intended for businesses, organizations, charities, non-profit organizations, religious organizations, educational institutions, public bodies, and individuals acting in connection with a business, professional, charitable, organizational or other non-consumer activity. The Services are not intended for individuals acting wholly or mainly for personal purposes outside those activities. By accepting these Terms, you confirm that you are not acting as a consumer.

4. The Services

4.1 What we provide

Vodlix is a white-label video platform. We provide the infrastructure (encoding, storage, delivery, applications and tools) on which you operate your own branded Customer Platform.

Features vary by plan. The features included in Your Plan are those described on our pricing page and in your order at the time you subscribe.

4.2 Editorial independence

Vodlix is a platform, not a publisher. We do not curate, commission, select or pre-screen Customer Content. You retain full editorial control over your Customer Platform.

We support a broad range of lawful content and do not restrict Customers by genre, viewpoint or subject matter. Those limits that do exist are in the AUP.

Nothing in these Terms obliges us to monitor Customer Content generally, and we assume no general monitoring obligation. We may act on notice under the AUP and the Copyright Policy.

4.3 White-label

Your Customer Platform is yours. Every plan is white-label: we will not place our name, marks or branding on your Customer Platform, and we will not present ourselves to your End Users as the provider of your service.

4.4 Attribution

No plan carries a "powered by Vodlix" attribution. If a Customer Platform set up under earlier terms still shows one, we will remove it on request, free of charge.

4.5 Changes to the Services

We improve the Services continuously. We may add, change or remove features. If we remove or materially degrade a feature that is material to Your Plan, we will give you 30 days' notice, and you may terminate under clause 11.3 and receive a pro-rata refund of fees paid for the unused remainder of your term.

4.6 Third-party services

The Services rely on third-party services and infrastructure, including content delivery networks, cloud and hosting providers, telecommunications networks, payment integrations, app stores and device platforms. We are not responsible for the availability, performance, acts or omissions of those third parties where they are outside our reasonable control. We remain responsible for our own obligations under these Terms, including clause 16.

We cannot guarantee that any third-party app store, device manufacturer or platform operator will approve, publish, continue to distribute or support an application. We are not responsible for delays, rejection, removal, suspension, policy changes, technical requirements or other decisions made by those third parties, provided that we will use reasonable efforts to address issues within our control.

4.7 Beta features

Features marked beta, preview or early access are provided as is, may be changed or withdrawn at any time, are excluded from any service level, and should not be relied on in production.

4.8 Migration

Where Your Plan includes free concierge migration, as shown on our pricing page, we will import your videos, metadata and subscribers from your previous platform and set up your branding and apps.

(a) Your part. You give us the access, exports and information we reasonably need, and you keep your own copies of everything until you have checked the migrated platform (clause 5.5).

(b) Subscribers. You are the controller of your Subscribers' personal data and are responsible for having a lawful basis to move it to us; we process it as your processor under the DPA. Payment details stay with your payment gateway; we do not hold or transfer them.

(c) What we cannot control. We take reasonable care, but we depend on what your previous platform can export. We are not responsible for data that was missing, incomplete or corrupted at the source, or for limits your previous provider sets.

(d) Check before you switch over. Check the migrated content and Subscribers before you point your domain or apps to Vodlix. Our liability for migration is subject to clause 14.

4.9 Live streaming

Where Your Plan includes live streaming, we receive your stream and deliver it to your End Users. Live delivery also depends on your encoder, your internet connection and third-party networks (clause 4.6), so we provide it with reasonable care but cannot guarantee that every live stream will reach every End User without interruption.

DVR rewind and live-to-VOD recording are provided on a best-effort basis. If a recording is incomplete or fails, we will help where we can, but we are not responsible for the loss. Keep your own recording of any live event you cannot afford to lose.

4.10 Other services

On-premises deployments, custom development and other services outside the hosted platform are provided only under a signed order form, which sets out their scope, fees and terms. Fees for custom development are non-refundable once work has started, unless the order form says otherwise.

5. Your content and your responsibilities

5.1 You own your content

You keep all rights in Customer Content. Nothing in these Terms transfers ownership to us.

5.2 License to us

You grant Vodlix a worldwide, non-exclusive, royalty-free license to host, store, copy, encode, transcode, encrypt, adapt, cache and transmit Customer Content solely to provide the Services to you and to deliver your Customer Platform to your End Users. This license ends when the content is deleted, except for copies in routine backups until they expire.

We will not use Customer Content for any other purpose. In particular we will not use it to train, fine-tune or evaluate machine-learning models (see clause 17).

5.3 Your warranties

You represent and warrant, on a continuing basis, that:

(a) you own Customer Content or hold all rights, licenses, permissions and clearances needed to host, reproduce, encode, transmit, broadcast, distribute and otherwise make it available through the Services, in each form you offer it (for example live, on demand or download) and in every territory where your Customer Platform is available, and, where you use subtitling, translation or dubbing features, to adapt it in those ways;

(b) Customer Content and your Customer Platform comply with the AUP and all applicable law;

(c) you hold all necessary music rights (see clause 5.4);

(d) you have all consents required from people appearing in Customer Content;

(e) you apply appropriate age classification and access controls where content is unsuitable for minors;

(f) you comply with all consumer, advertising, broadcasting, accessibility, tax and data protection law applicable to your Customer Platform;

(g) where you use dubbing, voice cloning, cast linking, facial identification or any other AI feature that reproduces, analyzes or identifies a person's voice, face, likeness or other characteristics, you have all rights, permissions, consents and lawful bases required by applicable law for that use, including any explicit consent required for the processing of biometric or other special category personal data, and you will provide reasonable evidence of them to us on request; and

(h) you do not use those features to impersonate a person, create deceptive content, or identify a person without the rights, permissions and lawful basis required by applicable law.

5.4 Music

We do not provide, procure or pay for any music license. If Customer Content includes music of any kind (soundtrack, incidental, background or performance), you are solely responsible for obtaining and maintaining all necessary performing (PRS, ASCAP, BMI, SESAC or equivalent), mechanical and synchronization rights, in every territory where your Customer Platform is available.

5.5 Backups

Keep your own copies. We maintain operational backups of the platform, but they are for our own resilience and are not a content archive for you. Original files. By default, we do not keep the original file you upload once it has been encoded. If you turn on the keep original option, we keep it as a source copy, so the Services can re-encode it later, for example in a new format or quality. Source copies count toward your storage allowance and cannot be downloaded. A source copy is not a backup: we do not promise it will always be available, and you must still keep your own copies. We are not liable for loss of Customer Content, and you are responsible for re-uploading it.

5.6 Accessibility

Captions, subtitles, audio description and the accessibility of your Customer Platform are your responsibility. We provide tools that support them; using them correctly, and meeting any accessibility obligation that applies to you, is your obligation. We aim to design our player and apps in accordance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, and do not claim that every part of the Services is fully conformant (see our Accessibility Statement at vodlix.com/accessibility).

6. Acceptable use

You must comply with the Acceptable Use Policy (vodlix.com/acceptable-use). The Acceptable Use Policy also explains how anyone can report content to us, and how we handle reports, statements of reasons and appeals.

If content or conduct breaches the AUP, we may take the action described in section 7 of the Acceptable Use Policy, on the terms set out there.

7. Copyright

Our copyright notice-and-takedown process, our designated agent, and our counter-notice procedure are in the Copyright Policy (vodlix.com/copyright).

We terminate the accounts of repeat infringers in appropriate circumstances, in accordance with the Repeat Infringer Policy, which is part of the Copyright Policy (vodlix.com/copyright).

8. Our intellectual property

The Services, and all software, documentation, designs and know-how in them, are owned by us and our licensors. We grant you a non-exclusive, non-transferable, worldwide right to use the Services for your business or organizational purposes, for the term of your subscription, in accordance with these Terms.

You may not: copy, modify or create derivative works of the Services; reverse-engineer or attempt to derive source code except to the extent that restriction is unenforceable by law; resell, sublicense or provide the Services to third parties except as your own Customer Platform; remove proprietary notices; or use the Services to build a competing product.

Feedback. If you send us suggestions, we may use them without restriction or payment. You keep any rights you have in them; you simply grant us a perpetual, irrevocable, royalty-free license to use them. We do not claim ownership of your ideas.

9. Fees, billing and taxes

9.1 Fees

Fees are those for Your Plan as published on our pricing page or set out in your order. Current plans are Launch, Grow and Scale (Web + API); Professional, Business and Enterprise (Apps+); and PAYG and PAYG Apps (Pay as You Grow).

Complimentary services. Some plans come with complimentary services, such as a Vertex CRM plan on Professional, Business and Enterprise, as shown on our pricing page. They are offered as a courtesy and are not part of the Services: our commitments under these Terms, any SLA and our support do not cover them, and we are not responsible for their availability or performance. Any top-ups are billed separately. A complimentary service ends if you move to a plan that does not include it, or when your subscription ends.

9.2 Billing

Fees are charged in advance: monthly for monthly plans, for the full term for annual plans. Consumption charges within the grace margin under clause 9.5 are charged in arrears, at the end of the Billing Period in which they were incurred. Top-ups and settlements beyond the grace margin are charged as agreed under that clause.

You authorize us to charge your payment method for all amounts due, including on automatic renewal.

9.3 Taxes

Fees are exclusive of VAT and other applicable taxes, which we add where required. This clause concerns the fees you pay us. Tax on what your End Users pay you is your responsibility.

9.4 Price changes

We may change our prices. For existing Customers we will give at least 30 days' notice before a price change takes effect, and it will apply from your next renewal. If you do not accept it, you may terminate before it takes effect and receive a pro-rata refund of any prepaid fees for the unused remainder.

Grandfathered pricing. Where we have agreed to preserve a legacy price, we will honor it and will not migrate you to a different plan without your agreement.

9.5 Consumption charges

Your Plan includes allowances for storage, delivery, email and other metered resources.

AI credits. Where Your Plan includes a monthly allowance of AI credits, it is stated in your order or on our pricing page; until an amount is stated, Your Plan includes none. PAYG Apps includes no AI credits. On PAYG, and on any plan once its AI credit allowance is used, AI credits are charged as you use them at the rate below. The grace margin does not apply to AI credits bought this way.

Going over an allowance. If your usage goes over an allowance, we will not charge you without telling you first. We notify you, and your Customer Platform keeps running.

Grace margin. Each allowance carries a grace margin of 25% of that allowance. Usage above the allowance but within the grace margin is charged at the rates below, in arrears, at the end of the Billing Period in which it was used.

Beyond the grace margin. If your usage goes beyond the grace margin, our support team will contact you promptly to agree either:

(a) a top-up of that allowance, charged at the rates below; or

(b) a settlement of the amount used beyond the grace margin.

If we have not agreed a top-up or settlement within 7 days of contacting you, we may limit the resource concerned until one is agreed. We will tell you before we do.

The rates are currently:

You are charged in the currency you are billed in, which depends on your billing country.

Rates are on our pricing page and may change on 30 days' notice under clause 9.4.

No allowance is unlimited. Where we describe an allowance as generous, included, or sufficient for normal use, that is not a statement that it is without limit.

API limits. Each plan has API limits, published on our pricing page and set generously from our experience of how customers use the Services. API use is not metered. If you reach your plan's API limit, you will need to move to the next plan up. On Enterprise, the highest plan, your account manager will agree a custom arrangement with you, which may include additional quota and special rates.

Where no rate is published for a resource, we do not charge for it and may decline to provide it.

We measure usage using our own systems. Those measurements are the basis for billing and, absent manifest error, are conclusive. If you dispute a consumption charge, tell us within 30 days of the invoice and we will review it in good faith and explain how the charge was calculated.

9.6 Pay as You Grow minimum

This clause applies to the PAYG plan only. It does not apply to PAYG Apps, which carries a base fee, nor to any fixed plan.

PAYG is charged per active subscriber with no base fee. In your first three settled Billing Periods the minimum does not apply: you pay only for your actual active subscribers, so if you have none, you pay nothing.

From your fourth settled Billing Period, the charge for each Billing Period is:

the greater of (a) your active subscribers, or (b) 30, multiplied by the per-subscriber rate for Your Plan.

At the current rate of $0.99 per subscriber, the minimum is $29.70 per month (£23.70 / €26.70).

This is a minimum, not an addition. Once you have 30 or more active subscribers you pay only for your actual subscribers and the minimum never applies.

Active subscribers means the number of distinct paid subscriptions active on your Customer Platform during a Billing Period, excluding free trials. Each subscriber is charged at most once per Billing Period.

Consumption charges are separate. The minimum covers your plan's included allowances. Usage above them is charged under clause 9.5 in addition.

On moving to a fixed plan, this clause stops applying immediately.

9.7 Late payment and failed payments

If a payment fails or an invoice is unpaid when due, the sequence is:

We will not delete your Account or content for non-payment without first giving you at least 14 days' written notice, to the email address on your Account.

We may charge interest on overdue amounts at 4% above the Bank of England base rate, and may set off amounts you owe us against amounts we owe you.

9.8 Refunds

(a) Trial and first 3 days. The 14-day trial is your opportunity to evaluate the Services. After it, you may also ask for a refund within the first 3 days of your first paid subscription, giving a reason we accept, acting reasonably. An approved refund goes back to your original payment method within 10–15 business days.

(b) Monthly plans. Except under 9.8(a), fees are non-refundable. You may cancel at any time; cancellation takes effect at the end of the current Billing Period and the Services continue until then.

(c) Annual plans. Except under 9.8(a), fees are non-refundable. You may cancel auto-renewal at any time before the renewal date.

(d) No pro-rata. We do not refund unused time, downgrades, suspension or periods of non-use, except where these Terms expressly say otherwise (clauses 4.5, 9.4 and 11.3), or where clause 9.8(a) applies.

(e) Consumption charges are non-refundable.

(f) Discretionary refunds. We may refund at our discretion. Doing so is not an admission and does not create an entitlement in any other case.

9.9 End User payments

Payments from your End Users are collected by you through your own payment provider or, where applicable, processed through a third-party app store or platform. We are not the merchant of record, are not a party to transactions between you and your End Users, and do not hold End User funds.

You are responsible for your payment-provider and app-store accounts, fees, commissions, refunds, chargebacks, disputes, reserves, taxes and compliance with their terms. We are not responsible for payment failures, withheld or delayed funds, account suspension or termination, chargebacks, refunds, changes to provider or app-store policies, or other acts or omissions of those third parties that are outside our reasonable control.

Where we provide a payment integration, we are responsible only for providing the integration as part of the Services in accordance with these Terms.

10. Data protection

10.1 Who is responsible for what

This is not symmetrical, and the distinction matters:

10.2 Data Processing Agreement

Where we process End User data on your behalf, the Data Processing Agreement applies and forms part of these Terms. It sets out our obligations under Article 28 UK GDPR and EU GDPR, our security measures, our sub-processors, our breach notification commitment, and the transfer mechanisms we rely on.

10.3 Sub-processors

Our sub-processors are listed in Annex 3 of the Data Processing Agreement, and we will give at least 30 days' notice before adding one. If you reasonably object on data protection grounds you may terminate the affected Services without penalty.

10.4 End User requests

If an End User contacts us about their personal data, we will direct them to you; you are their controller. We will give you reasonable assistance in responding, as set out in the DPA.

10.5 Your obligations as controller

You are responsible for having a lawful basis for the End User data you process, for your own privacy notice to your End Users, for obtaining any consent required for cookies and similar technologies on your Customer Platform, and for responding to your End Users' rights requests.

10.6 Our privacy notice

How we handle your account data is described in our Privacy Policy (vodlix.com/privacy-policy).

11. Term, suspension and termination

11.1 Term

These Terms apply from when you create an Account until it is closed. Subscriptions renew automatically for successive Billing Periods unless canceled.

11.2 Your right to cancel

Cancel at any time from your Account or by writing to us. Cancellation takes effect at the end of the current Billing Period. Where your order form sets a minimum term, cancellation takes effect at the end of that term, and the fees for the rest of it remain payable. Clause 9.8 governs refunds.

11.3 Termination for cause

Either of us may terminate immediately on written notice if the other:

(a) materially breaches these Terms and, where the breach can be fixed, fails to fix it within 30 days of written notice; or

(b) becomes insolvent, enters administration or liquidation, or an equivalent process.

You may also terminate under clause 4.5 (material feature removal) or clause 9.4 (price change), with the pro-rata refund those clauses provide.

11.4 Our right to suspend

We may suspend the Services, in whole or part, where:

(a) payment is overdue, following clause 9.7;

(b) content or conduct breaches the AUP;

(c) continued operation poses a security risk or a risk of harm to End Users, third parties or the Services;

(d) we are required to by law or court order; or

(e) you become subject to sanctions or trade restrictions (clause 19).

Suspension will be no broader and no longer than necessary. Where reasonably practicable, we will tell you first and give you a reasonable opportunity to fix the problem. We may act without prior notice where we reasonably consider it necessary, for example where the law or a court requires it, where there is an urgent security or safety risk, or in the circumstances described in section 7 of the Acceptable Use Policy. We will restore the Services promptly once the cause is resolved.

Suspension does not relieve you of the obligation to pay fees for the period, unless the suspension was our fault.

11.5 Termination by us for convenience

We may terminate on 90 days' written notice, refunding pro-rata any prepaid fees for the unused remainder.

11.6 What happens on termination

• Your right to use the Services stops.

• Fees accrued to the termination date remain payable.

• You have 30 days from termination to export your Customer Content and End User data that is available for export through the Services. During that window we will keep that data available and provide export through the Services or, at your request, in a commonly used machine-readable format at no charge. The export does not include original or source files, even where you elected to keep them under clause 5.5, or Vodlix software, proprietary technology, internal system or security logs, infrastructure data, or other information generated solely for the operation, security or administration of the Services. Nothing in this clause limits our obligations under the DPA.

• After that window we delete Customer Content and End User data in accordance with the DPA, except where we must retain records by law.

• Clauses 5.3, 5.4, 8, 9 (for accrued amounts), 12, 13, 14, 15, 24, 25 and 27 survive.

11.7 Reasons for our decisions

When we restrict, suspend or terminate your use of the Services, in whole or in part, we will give you a statement of our reasons by email. It will identify the specific facts or circumstances that led to the decision and the provision of these Terms or the AUP we rely on. We give it no later than when the decision takes effect, unless a legal or regulatory obligation prevents us. For decisions about content, the statement of reasons described in the AUP meets this clause. You may contest any decision through the complaints process in clause 24.5 and, for decisions about content, through the appeals process in the AUP.

Where Regulation (EU) 2019/1150 on platform-to-business relations applies to our relationship with you, we will also give you at least 30 days' notice on a durable medium before terminating the Services in full, except where that Regulation allows termination without notice.

12. Confidentiality

Each of us may receive confidential information from the other. Each will use it only to perform these Terms, protect it with at least reasonable care, and not disclose it except to those who need it and are bound by equivalent obligations.

This does not apply to information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law, and in that last case, where lawful, the recipient will give notice first.

These obligations are mutual. They apply to us as much as to you, and continue for 3 years after termination, or for as long as the information remains a trade secret.

13. Warranties and disclaimers

13.1 What we warrant

We warrant that we will provide the Services with reasonable skill and care, in accordance with these Terms and with applicable law.

13.2 What we do not warrant

Except as stated in clause 13.1 and any service level that applies, the Services are provided as is. To the extent permitted by law we exclude all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, that they will meet your requirements, or that content will be free from loss or corruption.

Analytics and statistics are provided for guidance. We take reasonable care but do not warrant their accuracy or completeness, and they should not be used as the sole basis for a decision with financial or legal consequences.

Nothing in these Terms excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or anything else that cannot be excluded by law.

14. Limitation of liability

14.1 What is never limited

Neither of us limits liability for: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; any liability that cannot be limited by law. Your obligations to pay fees, and your indemnity under clause 15, are not subject to the cap.

14.2 What we exclude

Subject to 14.1, neither of us is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, or loss or corruption of data, however arising, even if advised of the possibility.

14.3 The cap

Subject to 14.1, our total liability for all claims arising out of or in connection with these Terms in any 12-month period is limited to the fees you paid us in the 6 months before the first event giving rise to a claim in that period.

14.4 Mitigation

Neither of us is liable for loss that could reasonably have been avoided. In particular, our liability for loss of Customer Content is limited where you have not kept your own copies as required by clause 5.5.

15. Indemnity

You will defend, indemnify and hold harmless Vodlix, its affiliates, and their officers, directors, employees and agents against all third-party claims, proceedings, damages, losses, liabilities, fines, penalties and reasonable costs (including legal fees) arising out of or in connection with:

(a) Customer Content, including any claim that it infringes any copyright, trade mark, patent, trade secret, right of publicity, privacy right or other third-party right;

(b) your use of the Services in breach of these Terms or the AUP;

(c) your breach of applicable law, including data protection, consumer protection, content licensing, age verification, broadcasting and sanctions law;

(d) any claim brought by an End User or other user of your Customer Platform arising from your acts or omissions, including claims about your own pricing, billing, refunds or customer service; and

(e) your failure to hold any license required for Customer Content, including music licenses under clause 5.4.

We will notify you promptly of any claim, let you control the defense (though no settlement that admits fault or imposes an obligation on us may be made without our written consent), and give reasonable cooperation at your expense. We may join the defense at our own cost.

We give no indemnity to you under these Terms. Any indemnity from us must be agreed in a signed order form.

This clause survives termination.

16. Service levels and support

16.1 Availability

We aim to make the Services available at all times, and we maintain the platform to that end. Where Your Plan includes a service level agreement, the committed availability, exclusions and service credits are set out in Part 2 (Service Level Agreement) of our Support and Service Levels document (clause 2.2), and service credits are your sole and exclusive remedy for failure to meet it.

Where Your Plan does not include an SLA, we make no committed availability figure; clause 13.1 still applies.

16.2 Maintenance

We carry out planned maintenance in low-traffic periods where practical and give reasonable notice of anything likely to cause disruption. We may carry out emergency maintenance at any time, and will tell you as soon as we can.

16.3 Support

Support channels and response targets for each plan are set out in Part 1 (Support) of our Support and Service Levels document. Support covers the Services; it does not cover your content, your own code, or third-party products.

17. AI features

17.1 What they are

Some plans include AI features, including Vodlix Intel. They may use third-party model providers, which are listed in our sub-processor list.

17.2 Your content and your outputs

As between you and Vodlix, we claim no ownership rights in outputs generated from your content, and no other rights in them beyond the license in clause 5.2.

End User personal data is never used for training. We do not use End User personal data to train, fine-tune or evaluate any machine-learning model, ours or a third party's, in any circumstance. This is not configurable and you cannot waive it on your End Users' behalf.

We do not use your content to train AI models. We do not use Customer Content, or any output generated from it, to train, fine-tune or evaluate our own machine-learning models.

17.3 Accuracy

AI output, including transcription, translation, subtitling, dubbing, descriptions and recommendations, may be inaccurate. It is generated automatically and is not reviewed by us. You are responsible for checking it before you rely on it or publish it, particularly where it is used for accessibility, compliance or age classification.

17.4 Usage

AI features use AI credits and Intel Processing Units, charged under clause 9.5.

18. Publicity

We will not use your name, logo or content in our marketing without your prior written consent. If you give consent you may withdraw it on 30 days' notice, after which we will remove you from our marketing materials, other than from printed material already distributed and archived content.

19. Export control and sanctions

Each of us will comply with applicable export control and sanctions laws, including those of the United Kingdom, the European Union and the United States.

You warrant that you are not, and are not owned or controlled by, a person subject to sanctions, and that you will not make the Services available in a territory subject to comprehensive sanctions, or to a sanctioned person.

We may block access from particular territories, and may suspend or terminate immediately if this clause is breached or if continuing would put us in breach.

20. Force majeure

Neither of us is liable for failure or delay caused by events beyond reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, industrial action, government action, and failure of a content delivery network, cloud provider, telecommunications network or internet service provider.

This does not excuse payment of fees already due. If the event continues for more than 30 days, either of us may terminate, and we will refund pro-rata any prepaid fees for the unused remainder.

21. Changes to these Terms

We may change these Terms. Where a change is material, for example to fees, liability, termination rights or how we use your data, we will give at least 30 days' notice by email to the address on your Account and by posting the updated Terms with a new effective date.

Material changes take effect at your next renewal after the notice period. If you do not accept a material change you may terminate before it takes effect and receive a pro-rata refund of prepaid fees for the unused remainder.

Non-material changes (clarifications, corrections, new features) take effect when posted.

We will not rely on your silence as agreement to a material change without first giving you the notice this clause requires.

22. Notices

Notices to you go to the email address on your Account. Notices to us go to [email protected] and, where these Terms require written notice of a claim, also by post to our registered office. Email notices are treated as received the next business day.

23. Assignment and change of control

You may not assign or transfer these Terms without our written consent, which we will not unreasonably withhold. You may assign to a successor of your business on written notice, unless the successor is our competitor.

We may assign to an affiliate or to a successor of our business, on notice. Your rights under these Terms are unaffected.

24. Governing law and disputes

24.1 Governing law

These Terms and any dispute arising out of them, including non-contractual disputes, are governed by the law of England and Wales.

24.2 Talk to us first

If a dispute arises, we each agree to try to resolve it in good faith first. Raise it in writing to [email protected], and we will respond within 14 days and try to resolve it within 30.

24.3 Courts

If we cannot resolve it, the courts of England and Wales have exclusive jurisdiction.

24.4 Time limit

Neither of us may bring a claim more than 2 years after the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to it. This does not shorten any period that cannot be shortened by agreement.

24.5 Complaints

You may complain to us about any aspect of the Services, including a technical problem or a decision we have taken that affects you, such as a restriction, suspension or termination under clause 11. Send your complaint to [email protected]. Complaints are handled free of charge, by a person and not solely by automated means, with care proportionate to the importance and complexity of the issue, and within the timescales in clause 24.2. We will tell you the outcome and our reasons in writing. Making a complaint does not affect your rights under clause 24.3.

25. Governing language

These Terms are drafted in English. Any translation is provided for convenience only and has no legal effect. In the event of any conflict, ambiguity or inconsistency between the English version and any translated version, the English version governs and prevails.

26. General

Entire agreement. These Terms and the documents that form part of them under clause 2.2 are the whole agreement between us about the Services and replace anything said or written before. This does not exclude liability for fraudulent misrepresentation.

Severance. If a provision is held unenforceable, it is modified to the minimum extent necessary, or severed, and the rest continues.

No waiver. A failure to enforce a right is not a waiver of it.

No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.

Third parties. Except for our affiliates under clause 15, nobody other than you and us has rights under these Terms.

Electronic records. We may keep records electronically and give notices electronically.

27. Contact

Fast OTT Ltd, trading as Vodlix

A company registered in England and Wales under number 15157138

Registered office: Office 7, 480 Larkshall Road, London, England, E4 9HH

VAT registration number GB452774964