Terms of Service

Terms of Service – Rest of World

Last updated: July 24th, 2026 (previous version)

Master Service Agreement

This Master Service Agreement (the “MSA” or “Terms of Service”) is by and between Grabyo Limited, a Company incorporated in England & Wales under number 8606400 whose registered office is at 19 Heddon Street, London, W1B 4BG, United Kingdom (“Grabyo”) and the entity or individual (“Customer”) identified in the order executed by Grabyo and Customer or identified in connection with the Grabyo Account registration process (in each case, an “Agreement” or “Order”), and governs Customer’s use, and Grabyo’s provision, of the Services. By clicking a box indicating acceptance, by executing an Order (whether online or offline), or by purchasing a Grabyo product online, the Customer agrees to these Terms of Service. If Customer registers for a Free Trial for the Services, the applicable provisions of these Terms of Service will also govern that Free Trial.   

Each Order, and any exhibit or schedule to an Order, is subject to this Agreement and is incorporated herein by reference. If you are an individual and are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all of the terms and conditions of this Agreement. Use of the Service by Users is governed by this MSA, unless explicitly stated otherwise, and any new Services, including any new Grabyo properties, shall be subject to these Terms of Service. When a User uses the Services or any other service or product offered by Grabyo that does not have a separate legal agreement, these Terms of Service will apply.

GRABYO MAY ALTER OR UPDATE THESE TERMS OF SERVICE AND/OR THE SERVICES AT ANY TIME. CHANGES THAT DO NOT MATERIALLY REDUCE THE FUNCTIONALITY OR SECURITY OF SERVICES CUSTOMER IS ACTIVELY USING, AND DO NOT INCREASE FEES OR MATERIALLY REDUCE GRABYO’S OBLIGATIONS, TAKE EFFECT ON POSTING. FOR ANY MATERIAL ADVERSE CHANGE, GRABYO SHALL GIVE CUSTOMER AT LEAST THIRTY (30) DAYS’ PRIOR WRITTEN NOTICE, AND IF CUSTOMER OBJECTS IN WRITING WITHIN THE NOTICE PERIOD, CUSTOMER MAY TERMINATE THE AFFECTED ORDER WITH EFFECT FROM THE DATE THE CHANGE TAKES EFFECT. CHANGES REQUIRED TO COMPLY WITH APPLICABLE LAW TAKE EFFECT IMMEDIATELY.

CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY AND ALL USES OF THE SERVICES ARE FURTHER SUBJECT TO GRABYO’S PRIVACY POLICY LOCATED AT HTTPS://ABOUT.GRABYO.COM/PRIVACY-POLICY (“PRIVACY POLICY”) AND ACCEPTABLE USE POLICY LOCATED AT HTTPS://ABOUT.GRABYO.COM/ACCEPTABLE-USE-POLICY (“AUP”), EACH OF WHICH MAY BE UPDATED FROM TIME TO TIME BY GRABYO WITH OR WITHOUT NOTICE.

1. Definitions

1.1 “Services” The “Services” means those online services that Customer has licensed from Grabyo, including Grabyo Studio, Grabyo Producer, Grabyo Mobile, Grabyo Player and/or such other services as Grabyo makes available to Customer from time to time. The various services comprising the Services enable Customer to upload, transcode, manage and distribute Customer’s Content and all other products and/or services provided by or through Grabyo and/or its Suppliers pursuant to an Order including (but not limited to) technical support, engineering work, and/or any other professional services.

1.2 “Content” means all content, data, video, templates or information in any form that is uploaded to or made available in Customer’s Account(s) by Customer or on Customer’s behalf. The Services do not include Customer’s Content or the Content of any other Grabyo customer. By using the online user interfaces or APIs (collectively, the “U/I”) provided as part of the Services, Customer may make choices about its Content, including, depending on the particular Services being used by Customer, the presentation, management and distribution of Content. Customer may change its selections as permitted by the Services. In all cases, however, Customer’s most recent selections in the U/I, as reflected in Grabyo’s database, shall be conclusive in the event of any dispute concerning Customer’s selections.

1.3 “Account” means a single point of entry via the U/I through which Customer, a Customer’s representatives or employees or licensed third parties (collectively “Users”) access and use the Services.

1.4 “Demo Account” means a temporary account provided to Customer by Grabyo or its resellers that permits the Customer, or its Users, as a potential customer to use the Services on a temporary trial basis for a limited time period.

1.5 “Fees” means all amounts payable by Customer under this Agreement or an Order, including subscription fees, Add-On fees, Usage Charges, Overage Charges, professional services fees, support fees, third-party charges and applicable taxes.

1.6 “Player” means Grabyo’s cross-platform video player.

1.7 “Suppliers” means, individually and collectively, Grabyo’s licensors, suppliers, vendors, resellers and partners.

1.8 “Administrator(s)” means any Authorized User that is designated by Customer to manage other Authorized Users’ access to the Services.

1.9 “Authorized Users” means any individual who is authorized by Customer to access and use the Services on behalf of Customer.

1.10 “User License” shall mean access for a determined amount of time for one unique user to Grabyo Studio and Grabyo Producer, or a subset if relevant.

1.11 “Usage Data” means all information, data and other content, not including any Content, accessed by Grabyo via Customer’s access and use of the Services, including without limitation Customer and Users’ IP address, web request headers, including without limitation browser type, user agent, and referral page, web pages visited on the Services, cookie information from Users’ usage of the Services, and other information relating to Customer and Users’ usage of the Services.

1.12 “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including but not limited to viruses, worms, time bombs and Trojan horses.

1.13 “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.14 “Applicable Law” means any law, regulation, regulatory requirement, court order or binding governmental requirement applicable to the relevant party, Services or activities under this Agreement.

1.15 “Applicable AI Law” means any Applicable Law regulating artificial intelligence systems or AI-generated or manipulated content, including Regulation (EU) 2024/1689 where applicable.

1.16 “Documentation” means Grabyo’s then-current technical and user documentation for the Services made available to Customer.

1.17 “Add-On” means any additional Service, product, feature, functionality, user licence, capacity, support service, reserved resource or other item purchased by Customer in addition to the Services originally specified in an Order.

1.18 “Usage” means Customer’s measured use of the Services, including use by its Authorized Users, Administrators, systems, APIs, integrations and any person accessing the Services through Customer’s Account or Credentials.

1.19 “Usage Allowance” means any quantity of Usage included within the Fees under an applicable Order or Usage Plan.

1.20 “Usage Charges” means Fees calculated by reference to Customer’s actual Usage, including any Overage Charges.

1.21 “Overage” means Usage exceeding an applicable Usage Allowance.

1.22 “Usage Plan” means the part of an Order, or a schedule or document incorporated into an Order, that specifies the Services purchased, Usage Allowances, measurement units, technical limits, Add-Ons, Usage Charges and Overage rates applicable to Customer.

2. Access to the Services; Free Accounts; Beta Services

2.1 Access to the Services

Access to Customer’s Services Account(s) for Users shall be enabled by use of username(s) and password(s) (“Credentials”) selected by Customer. Except where Grabyo has actual notice of loss, theft or unauthorized use of Customer’s Credentials,

(i) Customer is solely responsible for designating all Authorized Users and Administrators and for providing accurate contact information to Grabyo for such Authorized Users and Administrators. Customer is responsible for (a) ensuring that all Authorized Users comply with the terms of this Agreement, and (b) any breach of this Agreement by any Authorized User.

(ii) Each Authorized User may access and use the Services only after completing the applicable registration process via the Service. Each Authorized User will maintain the confidentiality of his or her Credentials and will not disclose such Credentials to any other party or share their Account with any other individual. Any activities undertaken through the use of the Credentials will be deemed to have been performed by an Authorized User. Customer is responsible for all activity occurring in Customer’s Account(s), and Customer shall bear full responsibility and liability (and Grabyo shall have no responsibility or liability) for failure to secure passwords or enforce proper utilization of credentials.

(iii) Grabyo shall have the right, without further inquiry, to rely on the provision of Customer’s Credentials as sufficient to authenticate Customer’s use of the Services

(iv) An additional level of access security for the Customer’s Account(s) is provided by Grabyo using multi-factor authentication (“MFA”) and Customer Administrators are responsible for the set-up, configuration and management of MFA for all users and Customer Account(s). While Grabyo recommends the utilization of MFA by all of its clients, including Customer, Customer acknowledges that no security or authentication system is impenetrable or unable to be hacked.

(v) Customer will immediately notify Grabyo of any unauthorized access or use of Credentials that is known to, or reasonably suspected by, Customer. Grabyo reserves the right, at any time, to require that any Authorized User change his or her Credentials.

2.2 Free Accounts

Grabyo may from time to time offer free Services Accounts, such as trial Accounts. Unless otherwise specified during the Account registration process, the terms and conditions of this Agreement shall govern the use of such free Accounts. Grabyo may terminate any free Account at any time without notice, in its sole discretion. 

If Customer registers on the Grabyo website for a 7-day free trial (the “Free Trial”) and has a valid Account, Grabyo shall make the Services available to the Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period or (b) the start date of any Order by the Customer for such Services or (c) the termination by Grabyo in its sole discretion. Grabyo may have additional terms and conditions appear on the trial registration web page, and any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

IF CUSTOMER DOES NOT COMPLETE AN ORDER FOR GRABYO SERVICES UPON THE EXPIRATION OF THE FREE TRIAL PERIOD, CUSTOMER ACKNOWLEDGES THAT IT WILL NOT BE ABLE TO USE THE SERVICES.

NOTWITHSTANDING SECTIONS 10, 11 AND 12 (WARRANTIES, INDEMNITIES AND LIMITATION OF LIABILITY), DURING THE FREE TRIAL, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND GRABYO SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 12 WITH RESPECT TO LIMITATION OF LIABILITY, THE CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO GRABYO AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF THE CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD AND BREACH OF THIS AGREEMENT AND ANY OF THE CUSTOMER INDEMNIFICATION OBLIGATIONS HEREUNDER.

2.3 Beta Services

Grabyo may from time to time offer products or services that are not generally available to all Grabyo customers (“Beta Services”). Unless otherwise indicated, all Beta Services will be offered at no cost and will be identified as “beta” or in a manner that indicates that the Beta Service is in limited release or pre-release. Such Beta Services are still in development and Grabyo may change aspects of the Beta Services at any time, including prior to general release. Customer will not be obligated or required to use any Beta Services. Grabyo may cease offering any Beta Services, or cease offering such services at no cost, at any time and without notice, in its sole discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BETA SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND.

2.4 Automatic Updates/Communication Features

The Services automatically communicate with Grabyo’s servers to check for automatic general release updates such as bug fixes, patches, enhanced functions, and/or security related patches for the particular Services purchased under the Order(s). At no charge to Customer, Grabyo may require the installation of software updates deemed reasonably necessary to address errors, bugs or other performance issues in the Account (collectively, “Updates”). All Updates shall be deemed part of the Services and subject to the same terms and conditions of these Terms of Service. Grabyo may (but is not required to) post notices from time to time on the Grabyo website explaining Updates and provide instructions associated with such Updates.

2.5 Equipment

Customer is solely responsible for providing and maintaining at its own expense all equipment, software, services and other items necessary to access and use the Services (including, without limitation, computer hardware and software, modems, telephone service and Internet access). Grabyo shall have no responsibility or liability for failure for the suitability, quality, reliability or performance of Customer equipment.

2.6 Modifications to the service

Subject to the applicable Order and the change provisions at the beginning of this Agreement, Grabyo may update and modify the Services from time to time. Grabyo shall not materially reduce the core functionality or security of Services purchased under an active Order during the applicable Minimum Commitment Period, except where reasonably necessary to comply with Applicable Law, address a material security risk, respond to a change in a Third-Party Service or replace functionality with substantially equivalent functionality.

2.7 Training

Where Grabyo provides training or support to the Customer the fees for such services will be defined in the Order. Customer shall be responsible for its own expenses in attending training and for Grabyo’s travel and subsistence expenses if the parties agree that the training be conducted at Customer premises.

2.8 Definition of AI Tools

“AI Tools” means any third-party artificial intelligence, machine learning, or generative model technologies (including but not limited to LLMs, automated clipping engines, or AI-based transcription/captioning) that Customer integrates with, or uses to process Content within, the Services.

2.9 Customer Responsibility for AI Content

To the extent Customer uses AI Tools to generate, edit, or modify Content (including automated highlights, tracking, captions or metadata), Customer acknowledges and agrees that:

• (a) Responsibility: Customer is solely responsible for the AI-generated output as “Content” under this Agreement. Grabyo makes no warranties regarding the accuracy, completeness, or non-infringing nature of AI-generated Content.
• (b) Rights & Licensing: Customer represents that it has all necessary rights to input Content into AI Tools. Customer further acknowledges that the ownership of AI-generated output is subject to the terms of the third-party AI provider and applicable intellectual property laws.
• (c) Human Oversight: Customer shall maintain “human-in-the-loop” oversight. Grabyo shall not be liable for any defamatory, inaccurate, or offensive material produced by AI Tools, including but not limited to automated captions or live AI-generated commentary.

2.10 AI Training Prohibitions

Grabyo will not use Content to train its own proprietary AI models without Customer’s express written consent. However, Customer acknowledges that if they choose to use a Third-Party AI Tool via Grabyo’s API or integrations, that third-party provider’s data-usage and “opt-out” policies will apply. Grabyo is not responsible for any data scraping or model training conducted by such third parties.

2.11  “As-Is” Nature of AI

Notwithstanding any Service Level Agreement (SLA), AI-driven features are provided “AS-IS” and “AS-AVAILABLE.” Grabyo does not guarantee that AI-powered features (such as AI event detection, optical tracking, captions or translations) will be error-free or consistent. 

3. Customer’s Obligations

3.1 Restrictions on Use

a) Customer covenants that it will not:

(i) use the Services in any illegal or unlawful manner or for any illegal or unlawful purpose;

(ii) perform any act which is intended to harm Grabyo or the Services;

(iii) use any Service in any manner not expressly permitted by this Agreement;

(iv) sell, lease, or rent access to or use of the Services, or otherwise transfer any rights to use the Services under this Agreement (including without limitation, on a timeshare or service bureau basis);

(v) host, on a subscription basis or otherwise, the Services (including any related application);

(vi) permit or assist others to enable access to the Services by any unauthorized third party other than in connection with any third party’s access to Content made publicly available via the Services by Customer;

(vii) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit;

(viii) defraud, defame, abuse, harass, stalk, threaten, or infringe the rights of privacy or other intellectual property rights (including copyright) of others;

(ix) use the Services to store or transmit Malicious Code;

(x) attempt to gain unauthorised access to any Services or Content or its related systems or networks;

b) No Modifications: Except as expressly permitted in writing by Grabyo, Customer will not copy, distribute, modify, create derivative works based on, port, adapt, or translate any Grabyo software or Services. Customer will not reverse engineer the Services or any Grabyo software and will not decompile, disassemble, or otherwise attempt to discover the source code of any software provided or otherwise made available by Grabyo only in machine-readable (i.e., object code) format.

c) Content: Customer is solely responsible for all matters arising out of or in connection with the Content including, without limitation, ensuring that the Content does not include Prohibited Content (as defined in the AUP) and does not violate any third-party rights, as further described therein and elsewhere in these Terms of Service.

d) Grabyo, its Suppliers and the Services are passive conduits of the Content and Grabyo and its Suppliers have no obligation to undertake to pre-screen, edit, review, monitor or oversee Content submitted, uploaded, distributed, retrieved, or viewed in connection with use of the Services, and assume no responsibility or liability relating thereto.

e) Grabyo Player: The Player contains software to track and capture user activity to assist Grabyo in optimizing the Services and Customer’s use of the Services. Customer’s use of the Player constitutes acceptance of this feature. For further information on how such software is used, please review the Privacy Policy. If Customer or its Users enable syndication of Content on third party websites (which may be permitted via Customer Account), Customer, and not Grabyo, is solely responsible for notifying each such third party website that Grabyo may track information regarding the third party users who view Content using the Grabyo Video Player.

f) Customer is responsible for Content provided by third parties that may contain errors or omissions, false or defamatory material, and/or material that is offensive, indecent, objectionable, and/or infringing. Under no circumstances will Grabyo or its Suppliers be liable in any way for Content, including, but not limited to, for any defamation, infringement, falsehoods, errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such content posted, delivered, emailed or otherwise transmitted via the Services.

g) Customer acknowledges that Grabyo and its Suppliers are not responsible for preventing or identifying infringement of intellectual property rights or other violations associated with the Content, and Grabyo and its Suppliers assume no responsibility for screening or monitoring for possible:

(i) infringement or enforcing rights of the Customer or any third party rights with respect to Content;

(ii) unlawful, inappropriate or unpermitted use;

(iii) libel, falsehoods, errors or omissions contained in Content;

(iv) noncompliance with applicable laws, rules, or regulations, or court or regulatory agency orders.

Customer acknowledges and agrees that by using the Services, Users may be exposed to Content that they deem offensive, indecent or objectionable and that Grabyo does not guarantee that any Content will be to the satisfaction of Users.

Customer acknowledges that Grabyo is a mere intermediary (i.e., passive conduit) for transmission of Content and does not exercise editorial or other control over Content. Grabyo will not review or screen Content on a regular basis for compliance with this Agreement or applicable law, and Grabyo shall have no obligation to do so, provided, however, that in addition to any other rights Grabyo may have, Grabyo reserves the right to suspend Customer’s access to and/or use of the Services, or any particular Content, to the extent that Grabyo reasonably determines, in good faith, that such suspension is necessary to comply with applicable law (including without limitation a take-down notice under the Digital Millennium Copyright Act) or to prevent significant harm to any end user or the Services; provided further, however, that in such event, Grabyo shall use commercially reasonable efforts to suspend only that portion of the Services, or the particular Content, as is reasonably necessary to prevent the occurrence or continuation of such violation and/or harm.

3.2 Late payment

If Customer fails to pay any undisputed amount by its due date:

(a) interest shall accrue on the overdue amount from the due date until the date of actual payment, whether before or after judgment, at the rate of one and one-half per cent (1.5%) per month, calculated daily, or, if lower, the maximum rate permitted by Applicable Law;

(b) Customer shall pay any fixed compensation and reasonable recovery costs to which Grabyo is entitled under Applicable Law; and

(c) Customer shall reimburse Grabyo for its reasonable and documented external costs of recovering the overdue amount, including legal fees and debt-collection costs, to the extent permitted by Applicable Law and not already recovered under Section 3.2(b).

Grabyo may apply any payment received from Customer against the oldest outstanding amount first, notwithstanding any contrary allocation made by Customer.

3.3 Suspension for non-payment

Grabyo may suspend all or any part of the Services if an undisputed amount remains unpaid for seven (7) days after Grabyo has given Customer written notice:

(a) identifying the overdue amount and relevant invoice;

(b) requiring payment of that amount; and

(c) stating that Grabyo intends to suspend the Services if payment is not received by the date specified in the notice.

Grabyo may issue that notice at any time after the relevant amount becomes overdue.

Where reasonably practicable, Grabyo shall initially limit the suspension to the Order, account, workspace or Services to which the overdue amount relates. Grabyo may suspend additional Services where:

(i) the overdue amount is material;

(ii) the payment default affects more than one Order;

(iii) Customer has repeatedly failed to pay amounts when due;

(iv) Grabyo reasonably believes that Customer is unable or unwilling to meet its payment obligations; or

(v) limiting the suspension would not be technically or operationally practicable.

Grabyo shall not be required to suspend the Services before exercising a right of termination under this Agreement.

3.4 Termination for non-payment

Grabyo may terminate the affected Order by written notice if an undisputed amount remains unpaid for fourteen (14) days after Grabyo has given Customer the notice described in Section 3.3.

Grabyo may terminate this Agreement and all outstanding Orders where:

(a) overdue amounts relate to more than one Order;

(b) the overdue amount is material in the context of the parties’ commercial relationship;

(c) Customer has failed to pay an undisputed amount by its due date on two or more previous occasions during the preceding twelve (12) months;

(d) Customer fails to pay an amount within seven (7) days after Services have been suspended for non-payment; or

(e) Grabyo reasonably determines, based on objective evidence, that Customer is unable or unwilling to meet its payment obligations as they fall due.

Termination under this Section is without prejudice to any other right or remedy available to Grabyo.

3.5 Repeated late payment

If Customer has failed to pay an undisputed amount by its due date on two or more occasions during any rolling twelve-month period, Grabyo may:

(a) suspend the affected Services if a further undisputed amount remains unpaid for five (5) Business Days after written notice;

(b) terminate the affected Order if that amount remains unpaid for seven (7) Business Days after written notice;

(c) withdraw or reduce any credit period previously granted to Customer;

(d) require future Fees to be paid in advance;

(e) require a deposit, payment security or another reasonable form of credit support; and

(f) decline to activate additional Orders, Services, usage capacity or renewal periods until all overdue amounts have been paid.

3.6 Invoice disputes

Customer must notify Grabyo in writing of any invoice dispute before the relevant invoice becomes overdue or, where that is not reasonably possible, promptly after Customer becomes aware of the grounds for dispute.

The notice must:

(a) identify the disputed invoice and amount;

(b) explain the basis of the dispute in reasonable detail; and

(c) include any supporting information reasonably available to Customer.

Customer shall pay all undisputed portions of an invoice by the applicable due date.

An invoice dispute shall not prevent suspension or termination where:

(i) Customer has not complied with this Section 3.6;

(ii) the dispute is manifestly unfounded;

(iii) the dispute is raised primarily to delay payment;

(iv) Customer has failed to provide reasonable supporting information;

(v) Customer is not cooperating promptly and reasonably to resolve the dispute; or

(vi) the undisputed portion remains unpaid.

Any amount determined to have been properly payable shall bear interest under Section 3.2 from its original due date.

3.7 Consequences of suspension

During any suspension permitted under this Agreement:

(a) Customer shall remain liable for all fixed subscription Fees, Add-On Fees and Usage Charges incurred in accordance with the applicable Order;

(b) the applicable Initial Term or Renewal Term shall continue to run;

(c) Customer shall not be entitled to any refund, service credit, extension or reduction of Fees arising from the suspension;

(d) Grabyo shall not be responsible for any interruption, delay, cancellation or failure of a production, transmission, stream, recording, broadcast, event or distribution resulting from the suspension;

(e) Grabyo may prevent Customer from initiating new productions, streams, recordings, exports or other usage while preserving limited access reasonably required to retrieve invoices or make payment; and

(f) Grabyo may charge Customer its reasonable costs of restoring the Services, including any third-party reactivation costs, provided those costs are notified to Customer before restoration.

Grabyo shall restore the suspended Services within a reasonable period after receiving:

(i) all overdue amounts;

(ii) accrued interest;

(iii) recoverable collection and reactivation costs; and

(iv) any advance payment or credit support reasonably required under Section 3.5.

Grabyo does not guarantee that the Services can be restored immediately or that resources, reservations, integrations, telephone numbers, contribution endpoints, cloud capacity or third-party services available before suspension will remain available following restoration.

3.8 Amounts payable following termination

On expiry or termination of an Order or this Agreement because of Customer’s non-payment or other breach:

(a) all Fees, interest and other amounts accrued up to the effective date of termination shall become immediately due and payable;

(b) all fixed subscription Fees and Add-On Fees payable for the remainder of the then-current Initial Term or Renewal Term shall become immediately due and payable, excluding future uncommitted Usage Charges and less any direct third-party costs that Grabyo will demonstrably avoid as a result of the early termination;

(c) Customer shall reimburse Grabyo for its recoverable collection, enforcement and termination costs; and

(d) any credits, promotional allowances or conditional discounts granted on the basis that Customer would complete the then-current Initial Term or Renewal Term may be withdrawn or recalculated in accordance with the applicable Order.

3.9 Content and Personal Data following suspension or termination

Suspension or termination shall not require Grabyo to retain Content and Personal Data beyond the retention period otherwise specified in this Agreement.

Grabyo may condition any export, migration, retrieval or transition assistance following termination upon:

(a) payment of all undisputed outstanding amounts;

(b) advance payment of the applicable professional services charges; and

(c) Customer completing the export within Grabyo’s applicable retention period.

Nothing in this Section prevents Grabyo from retaining information where required by Applicable Law or reasonably necessary for the establishment, exercise or defence of legal claims.

4. Grabyo’s Obligations

Grabyo agrees to:

(a) make the Services available to Customer in accordance with any active Order and this Agreement

(b) perform any other obligations expressly identified in any current Order.

5. Term

5.1 Term of this Agreement

This Agreement commences on the Effective Date and shall remain in effect until all of Customer’s Orders have expired or have been terminated in accordance with the terms of this Agreement (the “Term”). The “Effective Date” of this Agreement shall be the date specified in Customer’s initial Order, or the start date of a trial or, if such Order was submitted online, the date Customer submits the online Order. If Customer is using the Services pursuant to a trial Account and does not submit an Order prior to the conclusion of the trial period, this Agreement will terminate at the end of the trial period or, if later, the date Grabyo closes such trial Account.

5.2 Term of Orders

The initial term of each Order shall commence on the date specified in the Order or, if such Order was submitted online, the date Customer submits the online Order (the “Order Effective Date”). Unless earlier terminated in accordance with this Agreement, each Order shall remain in effect for 1 year from the Order Effective Date (unless a different term is set forth in Customer’s Order) (“Initial Term”), following which the Order shall automatically renew for successive 1-year periods on the first day following the end of the Initial Term (each, a “Renewal Term”) unless either party hereto has provided notice to the other of non-renewal at least 60 days in advance of the end of the Initial Term or, if applicable, the current Renewal Term. Notwithstanding the prior sentence, all Orders for free Accounts, unless earlier terminated by either Customer or Grabyo, shall not automatically renew, but shall remain in effect for the period of time indicated during the Account registration process. Fees for the Services shall increase at the start of each Renewal Term by the greater of (i) the percentage increase in the UK Consumer Prices Index over the preceding 12 months, and (ii) three percent (3%), capped at six percent (6%) per annum, unless otherwise specified in the Order.

5.3 Termination

Subject to Sections 3.4 and 3.5, unless otherwise prohibited by law, either party may terminate this Agreement, including any outstanding Orders, if:

(a) the other party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under applicable bankruptcy or insolvency laws;

(b) upon the occurrence of a material breach of this Agreement by the other party if such breach is not cured within 30 days after written notice identifying the matter constituting the material breach.

In the event of the termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate automatically. Upon early termination of this Agreement other than for Grabyo’s uncured material breach, Customer shall pay, as a genuine pre-estimate of Grabyo’s committed infrastructure, licensing and support costs and not as a penalty, a sum equal to fifty percent (50%) of the Fees that would otherwise have been payable for the remainder of the then-current Term, together with all Fees accrued for Services delivered up to the termination date.

5.4 Removal and Suspension

Grabyo reserves the right, upon written notice to Customer (which shall be given at the earliest possible opportunity and which may be by email), to remove any Content from the Services and/or suspend Customer’s access to or use of the Services if it believes that (a) Customer has violated its obligations under this Agreement, (b) that such removal is required by applicable law, (c) that Customer use of the Services represents a direct or indirect threat to the network function or integrity of the Services, (d) such suspension is necessary to prevent unauthorized access to or harm to Content or data of other Grabyo customers; (e) such suspension is necessary to comply with Grabyo’s legal obligations, or (f) Customer’s account has become inactive. Grabyo further reserves the right to remove any Content from the Services and/or render Content inaccessible to the public upon request from a third party asserting ownership of rights in such Content. Customer is solely responsible for creating backup copies of any Content.

6. Fees, Usage and Add-Ons

6.1 Customer payment obligation

Customer shall pay all Fees specified in each applicable Order, Usage Plan and Add-On order in accordance with the billing frequency and payment terms stated in the Order.

Unless expressly stated otherwise in an Order:

(a) fixed subscription Fees are payable for the entire then-current Initial Term or Renewal Term;

(b) fixed subscription Fees are non-cancellable and non-refundable during that Initial Term or Renewal Term, except where this Agreement expressly gives Customer a termination and refund right;

(c) Customer’s obligation to pay fixed subscription Fees is not affected by Customer’s level of use, non-use, reduced requirements or failure to access the Services;

(d) Add-On Fees and Usage Charges constitute Fees under this Agreement; and

(e) Customer shall make all payments without set-off, deduction, counterclaim or withholding, except where required by Applicable Law.

6.2 Usage measurement and Charges

Customer is responsible for all Usage occurring through Customer’s Accounts, Credentials, Authorized Users, Administrators, APIs, systems and integrations, whether the relevant Usage was initiated manually or automatically.

Usage shall be measured in accordance with:

(a) the applicable Order or Usage Plan;

(b) the usage definitions in this Agreement; and

(c) Grabyo’s reasonable metering and billing records.

Grabyo’s metering and billing records shall be conclusive evidence of Usage in the absence of manifest error.

Customer shall notify Grabyo of any good-faith dispute concerning measured Usage within thirty (30) days after the date of the relevant invoice and shall provide reasonable supporting details. Failure to notify Grabyo within that period shall constitute acceptance of the measured Usage, except in the case of manifest error.

Unless the applicable Order or Usage Plan states otherwise:

(i) Usage Allowances apply only during the billing period for which they are provided;

(ii) unused Usage Allowances do not roll over, accumulate or give rise to any refund or credit;

(iii) Usage exceeding a Usage Allowance shall automatically constitute an Overage;

(iv) Overage Charges do not require separate approval or an additional purchase order from Customer;

(v) Grabyo may invoice Usage Charges and Overage Charges in arrears or when Customer’s accrued Usage Charges reach a reasonable billing threshold;

(vi) any applicable billing increments, minimum chargeable units and rounding rules shall be those specified in the Order or Usage Plan; and

(vii) Customer is responsible for monitoring its Usage and configuring its Accounts, Users, integrations and workflows accordingly.

Customer remains responsible for Usage Charges arising from Customer configuration errors, automated workflows, compromised Credentials or use by its Authorized Users, except to the extent directly caused by Grabyo’s breach of this Agreement.

6.3 Add-Ons and additional Services

Customer may request additional Services, products, capacity or functionality described in Schedule 1, an applicable Usage Plan or otherwise offered by Grabyo.

Any Add-On shall be subject to:

(a) Grabyo’s written or electronic acceptance;

(b) technical and operational availability;

(c) any applicable dependencies, prerequisites or usage limits; and

(d) Customer being current with its payment obligations.

A request or activation submitted by a Customer Administrator or another Authorized User to whom Customer has granted purchasing or account-management permissions shall be deemed authorised by Customer and shall be binding on Customer.

Unless otherwise stated in the applicable Add-On order:

(i) the Add-On shall become effective on the date confirmed by Grabyo;

(ii) the Add-On shall continue until, and co-terminate with, the end of the then-current Initial Term or Renewal Term of the applicable Order;

(iii) the Add-On may not be cancelled, reduced or downgraded during the remainder of that Initial Term or Renewal Term;

(iv) Add-On Fees shall be payable from the effective date and may be prorated for any partial billing period;

(v) the Add-On shall renew with the applicable Order for each Renewal Term unless removed in accordance with the applicable non-renewal notice provisions; and

(vi) the Add-On shall otherwise be subject to the terms of the applicable Order and this Agreement.

Grabyo may accept an Add-On request through a signed Add-On order, written confirmation, email confirmation, online checkout or an in-product purchasing process. Once accepted, that confirmation shall form part of the applicable Order.

6.4 Relationship with the Order

Each Order or Usage Plan should specify, as applicable:

(a) the Services and Add-Ons purchased;

(b) the Initial Term and renewal arrangements;

(c) fixed subscription and Add-On Fees;

(d) billing frequency and payment terms;

(e) Usage Allowances and measurement units;

(f) Overage and other Usage Charge rates;

(g) any minimum billing increments or rounding rules;

(h) applicable technical or concurrency limits;

(i) the currency and applicable taxes; and

(j) any commercial term that differs expressly from this Section 6.

Where an Order expressly identifies a provision of this Section 6 that it is intended to vary, the Order shall prevail in relation to that Customer and Order. Otherwise, this Section 6 shall apply.

7. Fair Usage Policy

Grabyo is committed to simple, transparent and fair subscription pricing for Customers. Grabyo, for example and subject to the terms of an Order, may not charge additional fees for VOD clipping & publishing, RTMP/HLS ingest or RTMP live streaming costs when the services are used reasonably and normally. This Fair Use Policy (“FUP”) for the Services encompasses content ingest and distribution, VOD encoding, live streaming, API calls, support tickets and other applications, products and services which may form part of the Services in the future. By using the Services Customer agrees to be bound by this policy. 

When Grabyo detects something out of the ordinary in Customer’s Grabyo environment, the Grabyo support team will contact Customer to discuss the situation and potential alternatives. If the situation doesn’t change, Grabyo reserves the right to limit access to the available Services.  If Customer’s use of the Services continues with a profile that is beyond normal levels expected when compared to other Customers with an equivalent service, subscription , or beyond the usage levels defined in an Order,  Grabyo may suspend the Services and, at Grabyo’s sole discretion, charge overage fees at the rates outlined in an applicable Order or published by Grabyo from time to time.  

7A.1  Definitions

For the purposes of this Section 7A, the following terms shall have the following meanings (in addition to the definitions set out in Section 1):

“API” means the application programming interface(s) made available by Grabyo to Customer that enable programmatic access to the Services, including those provided for Grabyo Studio and Grabyo Producer, as may be updated, extended or modified by Grabyo from time to time.

“API Call” means any individual programmatic request made by or on behalf of Customer to the API.

“API Credentials” means any API key, access token, client secret, or other authentication credential issued by Grabyo to Customer to authenticate and authorise access to the API.

“Billable Service Action” means any API Call that initiates, modifies, or terminates a chargeable service component, including without limitation: (i) starting or stopping a Producer instance (thereby initiating or terminating a Producer running hour); (ii) starting or stopping a Live Recording instance; (iii) starting or stopping a Professional Ingest or Professional Egress instance; (iv) any media ingest or egress operation that incurs data transfer charges pursuant to Section 6.1; or (v) any other API-triggered action that gives rise to fees or overages under an applicable Order.

“Excessive API Usage” has the meaning given in Section 7A.10(a).

“Fair API Use” means Customer’s use of the API in a manner that is proportionate to Customer’s legitimate operational needs, consistent with the Services for which Customer has subscribed under an applicable Order, and not materially disruptive to the Grabyo platform or to other Grabyo customers, as further described in this Section 7A.

7A.2  Grant of API Access

Subject to the terms of this Agreement (including this Section 7A), Grabyo grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the API solely for the purpose of integrating with, automating, and accessing the Services purchased under an applicable Order. This license is an extension of the license granted under Section 9.1 and is subject to all restrictions set out in this Agreement, including those in Section 3.1. All rights not expressly granted herein are reserved by Grabyo.

7A.3  API Credentials

(a) Grabyo will issue API Credentials to Customer upon request and subject to the terms of this Agreement. Customer is solely responsible for maintaining the confidentiality and security of its API Credentials.

(b) Customer shall not share or disclose API Credentials to any third party, other than to Authorised Users acting on Customer’s behalf within the scope of this Agreement. API Credentials may not be embedded in publicly accessible code repositories, client-side applications, or any environment accessible by unauthorised persons.

(c) Customer shall immediately notify Grabyo if it becomes aware, or reasonably suspects, that its API Credentials have been compromised or used without authorisation. Grabyo may, in its sole discretion, suspend or revoke compromised API Credentials and issue replacement credentials.

(d) All API Calls made using Customer’s API Credentials will be attributed to Customer. Customer accepts full responsibility and liability for all such activity and any resulting charges under Section 6.1, regardless of whether such activity was authorised by Customer.

7A.4  Permitted API Uses

Customer may use the API for the following purposes:

(a) programmatic management of Content within Customer’s Account, including upload, retrieval, organisation and deletion of Content within the Services;

(b) integration of the Services with Customer’s internal systems, broadcast tools, and production workflows for content creation and distribution purposes;

(c) automated monitoring of Customer’s Account status, live event status, service health, and usage reporting;

(d) initiating and managing media ingest and egress operations in connection with Services purchased by Customer under an applicable Order;

(e) starting and stopping Billable Service Actions (including Producer instances, Live Recording instances, and Professional Ingest/Egress instances) in accordance with Customer’s legitimate operational requirements and subject to Sections 7A.6 and 7A.7; and

(f) any other use expressly authorised in writing by Grabyo.

7A.5  Fair API Use

(a) Customer agrees to use the API in good faith and in a manner consistent with Fair API Use. Without limiting the foregoing, Fair API Use requires that:

(i) the volume of API Calls is proportionate to Customer’s legitimate operational needs and is consistent with the level of Services subscribed to under an applicable Order;

(ii) API Calls are not made in a manner that places a disproportionate or unreasonable load on the Grabyo platform infrastructure or that materially degrades the performance of the Services for other Grabyo customers;

(iii) API automation is not used to circumvent contractual usage limits, including limits on concurrent Producer instances, ingest sources, egress destinations, data transfer volumes, or any other limits set out in Section 6.1 or an applicable Order; and

(iv) Billable Service Actions triggered via the API are initiated only where genuinely required for Customer’s operational purposes and are not initiated unnecessarily, experimentally, or in a pattern inconsistent with normal broadcast or production workflows.

(b) By way of guidance (and without limiting Section 7A.5(a)), the following patterns of use are likely to constitute a departure from Fair API Use:

(i) repeatedly initiating and immediately terminating Producer running hours, Live Recording running hours, or Professional Ingest/Egress running hours in rapid succession without a clear and demonstrable operational justification;

(ii) making API Calls at a sustained rate that materially exceeds any published rate limit or the usage profile reasonably expected for Customer’s subscription tier;

(iii) using automated polling scripts to query the API at a frequency that is disproportionate to Customer’s operational requirements; and

(iv) using the API to replicate or resell the functionality of the Services or to enable access to the Services by any unauthorised third party.

7A.6  Commercial Responsibility for Billable Service Actions

(a) Customer expressly acknowledges that certain API Calls,  including those that start or stop Producer instances, Live Recording instances, Professional Ingest instances, and Professional Egress instances, or that trigger media ingest or egress operations directly initiate or terminate chargeable service components as defined in Section 6.1. Customer accepts full commercial responsibility for all fees and overages resulting from Billable Service Actions triggered via the API, whether initiated manually, through automated scripts, through third-party integrations, or through any other means using Customer’s API Credentials.

(b) Customer is solely responsible for ensuring that any API automation correctly manages the start and stop of Billable Service Actions in accordance with Customer’s intended usage. Grabyo shall have no liability for charges incurred as a result of Customer’s failure to properly implement, test, or manage API-based automation, including where errors in Customer’s systems, scripts, or third-party integrations result in Billable Service Actions being initiated unintentionally or remaining active beyond their intended duration.

(c) Customer acknowledges that partial hours of any running-hour Billable Service Action triggered via the API will be rounded up for billing purposes as set out in Section 6.1, regardless of whether the triggering action was initiated via the API or through the U/I.

(d) Where Customer’s API usage gives rise to data transfer charges under Section 6.1 (including charges for media ingest, egress, or other data transfer operations), such charges will be calculated and applied in the same manner as charges arising from equivalent manual use of the Services.

7A.7  Rate Limits and API Throttling

(a) Grabyo may impose rate limits on API Calls at its discretion, including limits on the number of API Calls permitted per second, per minute, per hour, or per day, and limits on concurrent API sessions or connections. Grabyo will use reasonable endeavours to communicate applicable rate limits to Customer via its developer documentation, API response headers, or written notice.

(b) Grabyo reserves the right to throttle, queue, or temporarily reject API Calls that exceed applicable rate limits or that Grabyo determines, acting reasonably, are causing disproportionate load on the platform or are inconsistent with Fair API Use. Grabyo shall have no liability to Customer for any loss, disruption, additional cost, or delay arising from rate limiting or throttling applied in accordance with this Section.

(c) Grabyo may, at its discretion, offer higher API rate limits or dedicated API capacity as a separately contracted service, subject to agreement on applicable fees.

7A.8  Monitoring of API Usage

(a) Grabyo will monitor API usage across its platform for the purposes of ensuring service stability, detecting anomalous or potentially abusive activity, and enforcing the terms of this Section 7A. Customer consents to such monitoring.

(b) Customer is responsible for monitoring its own API usage, including Billable Service Actions and associated charges, and for notifying Grabyo promptly if it identifies any irregularities or unexpectedly high usage.

(c) Grabyo does not provide proactive alerting or real-time monitoring of API usage on Customer’s behalf unless such a service is expressly included in an applicable Order. Grabyo shall have no liability for charges incurred as a result of Customer’s failure to monitor its own API activity.

7A.9  Charges for API Usage

(a) API access is included within Customer’s subscription to the Services for Fair API Use as described in this Section 7A. Notwithstanding the foregoing, Grabyo reserves the right, at its sole discretion, to introduce charges for API access or API usage on an ongoing basis at any time, including without limitation:

(i) charges based on API Call volumes above defined usage tiers;

(ii) charges for access to specific API capabilities, endpoints, or services designated by Grabyo as chargeable features;

(iii) charges for dedicated API infrastructure, elevated rate limits, or premium API support; or

(iv) revised fee structures reflecting the commercial value of API access to Customer’s operations.

(b) Grabyo will provide Customer with no less than 30 days’ written notice before introducing new API usage charges that are not already covered by an applicable Order or addressed in this Section 7A, unless such charges arise directly from Customer’s Excessive API Usage (as defined in Section 7A.10), in which case Grabyo may apply charges with immediate effect.

(c) Any charges for API usage introduced under this Section will be added to Customer’s billing in accordance with Section 6, and will constitute Fees under this Agreement. If Customer does not wish to accept new API charges introduced under Section 7A.9(a), Customer may notify Grabyo in writing within the 30-day notice period, whereupon the parties will discuss in good faith whether Customer’s API access can be adjusted or restructured. If no agreement is reached, Grabyo may, at its discretion, restrict Customer’s API access to a level consistent with the charges Customer accepts.

7A.10  Excessive API Usage and Enforcement

(a) “Excessive API Usage” means API usage by Customer that, in Grabyo’s reasonable assessment: (i) materially exceeds the usage profile reasonably expected of a customer with an equivalent subscription; (ii) is inconsistent with Fair API Use as described in Section 7A.5; or (iii) is causing, or is reasonably likely to cause, measurable disruption, degradation, or disproportionate infrastructure load on the Grabyo platform or on other customers’ use of the Services.

(b) Where Grabyo identifies or suspects Excessive API Usage, Grabyo will, where reasonably practicable, notify Customer and provide Customer with a reasonable opportunity to explain the usage profile and agree appropriate remedial steps. Customer agrees to cooperate in good faith and to take reasonable steps to bring its usage into compliance within any timeframe specified by Grabyo.

(c) Where Excessive API Usage continues following notification, or where Grabyo reasonably determines that immediate action is necessary to protect the integrity, stability, or availability of the platform, Grabyo reserves the right to take any one or more of the following steps:

(i) apply throttling or rate limiting to Customer’s API access in accordance with Section 7A.7;

(ii) suspend Customer’s API access (in whole or in part) with immediate effect and without prior notice;

(iii) impose overage charges at the rates set out in an applicable Order or as published by Grabyo from time to time; and/or

(iv) require Customer to enter into a revised Order or separate API usage agreement as a condition of continued API access, including agreeing applicable charges for the level of usage being made.

(d) Any suspension of API access under this Section 7A.10 does not constitute a suspension of the Services as a whole, does not affect Customer’s right to access the Services via the U/I, and shall not give rise to any right of termination, service credit, refund, or other compensation on the part of Customer, provided that Grabyo uses reasonable endeavours to minimise the operational impact of such suspension.

7A.11  Suspension and Revocation of API Access

(a) In addition to its rights under Sections 5.4 and 7A.10, Grabyo reserves the right to suspend or permanently revoke Customer’s API access (without thereby suspending Customer’s access to the Services via the U/I) where:

(i) Grabyo has reasonable grounds to believe that Customer’s API Credentials have been compromised or are being used by an unauthorised person or automated system;

(ii) Customer is in material breach of this Section 7A or any other provision of this Agreement;

(iii) Customer’s API usage poses a security risk to the Grabyo platform or to the data, Content, or services of other Grabyo customers; or

(iv) Grabyo is required to do so to comply with applicable law, a court order, or a regulatory obligation.

(b) Grabyo will, where practicable and not contrary to applicable law, provide Customer with notice of a suspension of API access and a reasonable opportunity to remedy the concern giving rise to it. Where immediate action is required (including in the event of a security incident or significant platform risk), Grabyo may suspend API access without prior notice.

(c) Upon permanent revocation of API access, Customer will retain access to the Services through the U/I unless the Agreement or relevant Order is separately terminated in accordance with Section 5.

7A.12  API Changes and Deprecation

(a) Grabyo reserves the right to update, modify, or deprecate any API endpoint, version, or feature at any time. Grabyo will use reasonable endeavours to provide Customer with advance notice of material changes to the API that would require Customer to update its integration, including reasonable deprecation timelines where practicable.

(b) Customer acknowledges that Grabyo’s APIs may change over time and that Customer is responsible for maintaining its API integrations in accordance with current API documentation and specifications. Grabyo shall have no liability for disruption to Customer’s operations arising from API changes made in accordance with this Section, provided Grabyo has given reasonable notice of such changes.

7A.13  No Warranty for API Access

Without prejudice to Section 10.1, the API is provided on an “as is” and “as available” basis. Grabyo does not warrant that the API will be available at all times, free from errors, or fit for any particular integration purpose. Any service level agreement applicable to the Services under an applicable Order does not extend to API availability, API response times, or API uptime unless expressly stated in that Order. In particular, any temporary unavailability of the API arising from maintenance, updates, throttling, or enforcement action under this Section 7A shall not constitute a breach of any service level obligation.

7A.14  API Security Obligations

Customer shall implement and maintain appropriate technical and organisational measures to secure its use of the API and its API Credentials, including without limitation: (a) storing API Credentials securely and not transmitting them over unsecured channels; (b) implementing appropriate access controls to limit API access to authorised personnel and systems; (c) regularly reviewing and, where appropriate, rotating API Credentials; and (d) promptly reporting to Grabyo any suspected security incident involving API Credentials or API access. Grabyo shall have no liability for any loss, damage, or charges arising from Customer’s failure to comply with this Section 7A.14.

7A.15  Relationship to Section 7 (Fair Usage Policy)

This Section 7A supplements and shall be read alongside Section 7 (Fair Usage Policy). Both Section 7A and Section 7 apply to API usage. In the event of any inconsistency between this Section 7A and Section 7 with respect to API usage specifically, this Section 7A shall prevail. For the avoidance of doubt, the rights reserved to Grabyo under Section 7 (including the right to suspend the Services and charge overage fees) are in addition to, and not in substitution for, the rights set out in this Section 7A.

8. Intellectual Property Rights

8.1 Grabyo’s Intellectual Property: Grabyo, as the provider of the Services, shall retain all rights, title, and interest in and to any and all Intellectual Property Rights associated with the Services. This includes, without limitation, all software, code, algorithms, data, workflows, methodologies, designs, trademarks, patents, copyrights, trade secrets, and any other proprietary materials or information excluding Content and Customer’s Intellectual Property Rights.

8.2 The Customer and its Authorized Users are granted a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely as expressly permitted by this Agreement. This right does not convey any ownership, interest, or additional rights in the Services or any of the associated Intellectual Property Rights.

8.3 All rights not expressly granted herein are reserved by Grabyo, and any use of the Services outside the scope of this Agreement, including but not limited to modification, reproduction, distribution, or creation of derivative works, is strictly prohibited. At no time shall any Intellectual Property Rights in the Services be transferred, assigned, or vested in the Customer or any third party for any reason. Grabyo’s ownership of all components of the Services, including but not limited to the underlying technology and Intellectual Property Rights, shall remain exclusively with Grabyo at all times.

8.4 Content: Customer retains all right, title and interest in and to the Content. Customer grants Grabyo, its Affiliates and Suppliers a non-exclusive, worldwide, royalty-free license during the Term and any applicable retention or transition period to host, copy, transmit, process, transcode, modify solely as technically necessary, display and otherwise use the Content to the extent necessary to provide, secure, maintain, support and improve the operation of the Services in accordance with this Agreement and Customer’s instructions.

This license ends when the relevant Content is deleted from Grabyo’s systems, subject to routine backups, legal retention requirements and Sections 3.9, 14.5 and 19.11.

8.5 Grabyo shall not use, access, or disclose  Content except as necessary to perform the Services or as otherwise permitted by the Customer. Upon termination or expiration of this Agreement, Grabyo’s license to  Content shall automatically terminate, and Grabyo shall return or delete all such content as required by the Agreement.

9. Licenses

9.1 License to Use the Services

Grabyo hereby grants Customer a limited, revocable (for breach of the licensing terms or violation of applicable law), non-sublicensable, non-transferable (except as provided in Section 17.2), non-exclusive, worldwide license during the Term to use the applicable Services for which Customer has submitted an Order or registered online. All rights not expressly granted to Customer are reserved by Grabyo. Except as expressly permitted by Grabyo in writing, Customer shall not:

(i) sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or any part thereof in any way;

(ii) modify or make derivative works based upon the Services or reverse engineer, decompile or disassemble the Services.

9.2 License to Feedback, Suggestions or Recommendations

Customer hereby grants to Grabyo an unlimited, fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback received from Customer or Authorized Users, or other third parties acting on the Customer behalf. Grabyo also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback received from Customers or Authorized Users, or other third parties acting on behalf of the Customer.

10. Disclaimers, Representations and Warranties

10.1 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, GRABYO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO CUSTOMER, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WORKMANLIKE QUALITY, NON-INFRINGEMENT, TITLE, SUITABILITY, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS ONLY. NO ADVICE OR INFORMATION OBTAINED BY CUSTOMER FROM GRABYO SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

10.2 Representations and Warranties

Customer represents and warrants that:

(a) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement;

(b) the Content, and its use through the Services, as enabled by Customer, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party’s rights. Customer shall:

(i) obtain all necessary consents, permissions, licenses and waivers from copyright owners, artist(s), actors, directors, performers, writers, producers, or any other individuals who appear in the Content or the results and proceeds of whose services are utilized in the Content;

(ii) obtain any required synchronization and master use licenses from the owners of the musical compositions and sound recordings embodied in the Content (or their designated representatives);

(iii) make any payments to any labor unions and guilds, to the extent required under applicable collective bargaining agreements or otherwise (e.g., residuals, re-use, rerun and other similar fees);

(iv) obtain public performance licenses from public performance rights collection organizations;

(v) take any other actions necessary in order to obtain the appropriate license to the Content.

(c) Customer shall comply with all applicable laws, rules, regulations, and court or regulatory agency orders or actions;

(d) Customer shall be solely responsible and liable for any Prohibited Content (as defined in the AUP); and

(e) Customer shall abide by these Terms of Service.

11. Indemnification

11.1 Customer indemnity

 Customer shall indemnify Grabyo, its Affiliates and their respective officers, directors and employees against amounts finally awarded by a court or agreed in settlement, and reasonable external legal costs, arising from a third-party claim alleging that:

(a) Content, or Customer’s use, publication or distribution of Content through the Services, infringes or misappropriates a third party’s Intellectual Property Rights, privacy rights, publicity rights or other proprietary rights;

 (b) Content is defamatory or otherwise unlawful;

 (c) Customer’s use of the Services breaches Applicable Law or the AUP; or

 (d) Customer’s use of a customer-selected Third-Party Service or AI Tool breaches that provider’s terms.

11.2 Grabyo IP indemnity

 Grabyo shall indemnify Customer against amounts finally awarded by a court or agreed in settlement, and reasonable external legal costs, arising from a third-party claim alleging that Customer’s authorised use of the paid Services infringes that third party’s Intellectual Property Rights.

Grabyo’s obligations under this Section 11.2 are subject to Section 12.6. If such a claim arises or is reasonably likely, Grabyo may procure the right for Customer to continue using the affected Services, modify or replace them so they are non-infringing, or terminate the affected Services and refund prepaid Fees attributable to the unused terminated period.

11.3 Procedure

 An indemnity is conditional on the indemnified party:

(a) notifying the indemnifying party promptly after becoming aware of the claim, provided that delay shall reduce the indemnity only to the extent the indemnifying party is materially prejudiced;

 (b) giving the indemnifying party control of the defence and settlement; and

 (c) providing reasonable cooperation at the indemnifying party’s expense.

The indemnifying party shall not settle a claim in a manner that admits liability by, imposes a non-monetary obligation on, or fails to provide an unconditional release to the indemnified party without its prior written consent, not to be unreasonably withheld or delayed.

11.4 Indemnification (AI-Specific)

Customer shall indemnify Grabyo in accordance with the procedures in this Section 11 against a third-party claim arising from:

(a) Customer’s selection, configuration or use of a Customer AI Tool;

(b) Content, prompts, instructions or other materials supplied by or on behalf of Customer to an AI Feature or Customer AI Tool;

(c) Customer’s use, publication or distribution of AI Output in breach of Applicable Law, the AUP, third-party rights or this Agreement; or

(d) Customer’s breach of applicable terms governing a Customer AI Tool,

except to the extent that the claim was directly caused by Grabyo’s breach of this Agreement or by an unmodified element of an AI Feature for which Grabyo is required to provide indemnification under Section 11.2.

12. EXCLUSIONS/LIMITATIONS OF LIABILITY

12.1 Liabilities that cannot be limited

Nothing in this Agreement excludes or limits either party’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability to the extent that it cannot lawfully be excluded or limited.

Nothing in this Section 12 limits Customer’s obligation to pay any Fees or other amounts properly due under this Agreement.

12.2 Excluded losses

Subject to Section 12.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any:

(a) indirect, incidental, special, consequential, punitive or exemplary loss or damage;

(b) loss of profit, revenue, business, contracts, anticipated savings, opportunity or goodwill;

(c) loss of advertising, sponsorship, audience, viewing, distribution or broadcast revenue;

(d) nothing in this Section 12.2 limits any service credit expressly payable under an applicable Service Level Agreement, which shall be Customer’s sole and exclusive remedy for the relevant service-level failure; or

(e) loss or corruption of data, except for the reasonable and direct costs of restoring Content and Personal Data from the backups that Grabyo is expressly required to maintain under this Agreement,

in each case arising out of or in connection with this Agreement, whether or not the relevant party was advised that such loss or damage might occur.

This Section 12.2 does not prevent a party from recovering an amount that it is expressly required to pay to a third party under an indemnity contained in this Agreement, provided that the indemnified party has complied with the applicable notification, defence and settlement procedures.

12.3 General liability cap

Subject to Sections 12.1, 12.4 and 12.5, each party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of:

(a) £10,000; and

(b) the Fees paid or contractually payable by Customer for the Affected Services during the twelve-month period immediately preceding the first event giving rise to the relevant claim.

Where the first event giving rise to a claim occurs less than twelve months after the Order Effective Date, the amount under Section 12.3(b) shall be the Fees paid or contractually payable for the Affected Services from the Order Effective Date to the date of that event.

12.4 Confidentiality, data protection and Grabyo IP supercap

Subject to Section 12.1, each party’s total aggregate liability arising out of or in connection with:

(a) its breach of Section 14 (Confidentiality);

(b) its breach of Section 19 (Data Protection); and

(c) in Grabyo’s case only, any express indemnity given by Grabyo under this Agreement in respect of a third-party claim that the Services infringe that third party’s Intellectual Property Rights,

shall not exceed two hundred per cent (200%) of the amount calculated under Section 12.3.

The cap in this Section 12.4 applies in place of, and not in addition to, the cap in Section 12.3. In no circumstances shall liability falling within both Sections 12.3 and 12.4 be counted more than once.

Any liability under Section 12.4(c) remains subject to:

(i) the scope, exclusions and conditions of the applicable Grabyo intellectual property indemnity;

(ii) Grabyo having sole control of the defence and settlement of the relevant third-party claim; and

(iii) Grabyo’s right to procure continued use, modify or replace the affected Services, or terminate the affected Services and refund any prepaid Fees relating to the unused terminated period.

12.5 Customer Content and misuse of Grabyo technology

The financial caps in Sections 12.3 and 12.4 shall not apply to Customer’s liability arising from:

(a) Customer’s indemnity obligations under Section 11.1 in respect of Content;

(b) Customer’s breach of Sections 10.2(a) or 10.2(b), but only to the extent relating to:

(i) Customer’s ownership of, or rights, licenses, permissions, approvals and consents concerning, Content;

(ii) the rights required for Grabyo to process Content and for Customer to use, publish, transmit or distribute Content through the Services; or

(iii) any infringement, misappropriation or violation by Content, or Customer’s use of Content, of a third party’s Intellectual Property Rights, privacy rights, publicity rights or other proprietary rights; or

(c) Customer’s deliberate, fraudulent or knowing infringement, misappropriation, unauthorised copying or unauthorised use of Grabyo’s Intellectual Property Rights.

For the avoidance of doubt, Customer’s liability for breaches of Sections 10.2(c), 10.2(d) and 10.2(e) shall remain subject to the applicable financial cap, except to the extent that the same facts independently give rise to liability under paragraph (a), (b) or (c) above.

Section 12.2 shall continue to apply to the liabilities described in this Section 12.5, except for amounts properly payable to a third party under an express indemnity contained in this Agreement.

12.6 IP claims against Grabyo

Except as expressly provided in any Grabyo intellectual property indemnity contained in this Agreement, Grabyo shall not have uncapped liability for infringement or alleged infringement of Intellectual Property Rights.

Any Grabyo intellectual property indemnity shall not apply to a claim arising from:

(a) Content;

(b) any design, instruction, specification, material or information supplied by or on behalf of Customer;

(c) modification of the Services by anyone other than Grabyo;

(d) use of the Services in combination with any product, service, technology, content or process not supplied or expressly approved by Grabyo, where the claim would not otherwise have arisen;

(e) use of the Services contrary to this Agreement, an applicable Order or the Documentation;

(f) continued use after Grabyo has provided a non-infringing replacement, modification or workaround;

(g) any third-party service, integration, content, model, software or technology that is identified as being provided by a third party; or

(h) Customer’s failure to install or use an update, replacement or modification made available by Grabyo to avoid the relevant infringement.

12.7 Aggregation of claims

All claims arising from the same event, circumstance, act, omission, failure or series of related events shall be treated as a single claim arising on the date of the first such event.

The caps in this Section 12 apply in aggregate to all causes of action and all claims arising out of or in connection with the relevant event or series of related events, and shall not apply separately to each claim, claimant, Order, user, workspace, stream, production, event or affected individual.

12.8 Affected Services and applicable Orders

In this Section 12, “Affected Services” means the Services under the Order directly affected by the event giving rise to the claim.

Where an event directly affects more than one Order, only the Fees under those directly affected Orders shall be included when calculating the applicable cap. Fees under unrelated Orders, renewals, services or accounts shall not be included.

12.9 Basis of the bargain

The parties acknowledge that:

(a) the Fees have been calculated on the basis of the exclusions and limitations contained in this Section 12;

(b) the exclusions and limitations allocate risk between the parties and are reflected in the Fees; and

(c) each separate exclusion and limitation in this Section 12 is intended to apply independently and remain effective notwithstanding the failure of any other provision or remedy.

13. Third-Party Services and Components

13.1 Definitions

In this Section 13:

“Customer-Selected Third-Party Service” means any third-party platform, application, service, account, integration, API, software, content source or destination that Customer elects to access, connect to or use with the Services and that is not supplied by Grabyo as part of the Services purchased under an Order.

“Embedded Third-Party Component” means any third-party software, technology, infrastructure, service, library, model, codec or other component that Grabyo incorporates into, or uses to host, operate or provide, the Services.

13.2 Customer-Selected Third-Party Services

The Services may enable Customer to access, connect to or use Customer-Selected Third-Party Services, including social media platforms, content-distribution platforms, cloud-storage services, artificial-intelligence services and other third-party integrations.

Customer’s use of a Customer-Selected Third-Party Service is:

(a) at Customer’s election and risk;

(b) subject to the terms, policies, usage limits, charges and privacy practices of the applicable third-party provider; and

(c) part of the contractual relationship between Customer and that third-party provider, and not between Grabyo and the third-party provider.

Except where expressly stated in an Order, Grabyo:

(i) does not control, endorse or make any representation or warranty concerning a Customer-Selected Third-Party Service;

(ii) is not responsible for the availability, security, functionality, accuracy, content, acts or omissions of the provider of a Customer-Selected Third-Party Service;

(iii) is not responsible for changes made by that provider to its service, API, terms, functionality, charges or access requirements; and

(iv) does not provide maintenance, support or service levels for a Customer-Selected Third-Party Service.

Any certification, preferred-provider status, recommendation, listing or technical compatibility statement made by Grabyo does not constitute a warranty or guarantee concerning a Customer-Selected Third-Party Service.

13.3 Customer responsibilities

Customer is responsible for:

(a) obtaining and maintaining all accounts, licenses, permissions, consents and credentials required to use each Customer-Selected Third-Party Service;

(b) complying with the applicable third-party terms and policies;

(c) configuring and securing the connection between the Services and each Customer-Selected Third-Party Service;

(d) determining whether the Customer-Selected Third-Party Service is appropriate for Customer’s intended use and Content; and

(e) all Fees, charges and liabilities imposed by the applicable third-party provider.

Customer authorises Grabyo to transmit Content, Customer Data and other information to, and receive information from, a Customer-Selected Third-Party Service to the extent necessary to perform Customer’s instructions and provide the requested integration.

Customer acknowledges that, once Content or Customer Data has been transmitted to a Customer-Selected Third-Party Service, that third party’s terms and privacy practices will apply to its processing and use of that information.

13.4 Suspension and changes affecting Customer-Selected Third-Party Services

Grabyo may suspend, restrict, modify or discontinue an integration with a Customer-Selected Third-Party Service where:

(a) the third-party provider suspends, restricts or withdraws the relevant service, API or access rights;

(b) the third-party provider changes its technical requirements or commercial terms;

(c) continued provision of the integration would create a security, legal, regulatory, technical or operational risk;

(d) Customer has breached the third-party provider’s applicable terms; or

(e) Grabyo is required to do so by Applicable Law or by the third-party provider.

Where reasonably practicable, Grabyo shall provide Customer with notice of a material suspension or discontinuation. Grabyo shall not be liable for the unavailability or failure of a Customer-Selected Third-Party Service or for disruption resulting directly from an action or omission of its provider, subject always to Section 12.

13.5 Embedded Third-Party Components

Grabyo may use Embedded Third-Party Components in providing the Services and may replace or modify those components from time to time.

Where an Embedded Third-Party Component forms part of the Services purchased under an Order:

(a) Grabyo remains responsible for providing the Services in accordance with this Agreement and the applicable Order;

(b) Customer shall not be required to enter into a separate agreement with the third-party provider unless the applicable Order, Documentation or activation process clearly states otherwise;

(c) any applicable warranties, service levels and remedies shall be those expressly provided by Grabyo under this Agreement or the applicable Order, and not any warranties or remedies offered directly by the third-party provider; and

(d) Grabyo’s liability relating to the Embedded Third-Party Component remains subject to the exclusions, limitations and caps in Section 12.

Grabyo does not warrant that any particular Embedded Third-Party Component will continue to be used throughout the Term, provided that Grabyo shall not materially reduce the core functionality or security of the affected Services except as permitted under this Agreement.

13.6 Third-party terms applying to specific Services

Where use of a particular Service or feature requires Customer to accept or comply with identified third-party terms, Grabyo shall make those terms available to Customer before or when Customer activates the relevant Service or feature.

Customer shall not use that Service or feature unless it is authorised and able to comply with the applicable third-party terms.

If Customer does not accept, or subsequently ceases to comply with, those terms, Grabyo may suspend or disable the affected feature without suspending the remainder of the Services where technically practicable.

13.7 YouTube API Services

Where Customer uses the Services to access, publish to or otherwise interact with YouTube, Customer acknowledges that Grabyo uses YouTube API Services on Customer’s behalf.

Customer’s use of the relevant functionality is subject to the YouTube Terms of Service and Google Privacy Policy, as updated by the applicable providers from time to time.

Customer may revoke Grabyo’s access to Customer’s YouTube account through Customer’s Google security settings.

Customer is responsible for maintaining all permissions and account settings required for the applicable YouTube integration. Grabyo is not responsible for any interruption, restriction or loss of functionality resulting from YouTube or Google suspending, changing or withdrawing the applicable API, account permissions or service functionality.

13.8 No duplication of liability

Nothing in this Section 13:

(a) excludes Grabyo’s responsibility for the performance of the Services expressly purchased under an Order;

(b) makes Grabyo responsible for a Customer-Selected Third-Party Service merely because it is accessible through or compatible with the Services; or

(c) expands Grabyo’s liability beyond the warranties, remedies and liability limits expressly set out in this Agreement.

14. Confidentiality

14.1 Confidential Information

In this Section 14:

“Disclosing Party” means the party disclosing or making available Confidential Information; and

“Receiving Party” means the party receiving or obtaining Confidential Information.

“Confidential Information” means any non-public information disclosed or made available by or on behalf of the Disclosing Party to the Receiving Party, whether before, on or after the Effective Date and whether disclosed orally, visually, electronically, in writing or in any other form, which:

(a) is identified as confidential or proprietary; or

(b) by its nature or the circumstances of its disclosure, a reasonable person would understand to be confidential.

Confidential Information includes:

(i) business plans, financial information, pricing, forecasts and commercial terms;

(ii) customer, supplier, partner and prospective-customer information;

(iii) product plans, roadmaps, research and development information;

(iv) software, source code, object code, APIs, algorithms, models, designs, specifications, documentation, architecture and technical information;

(v) security procedures, vulnerabilities, access credentials and authentication information;

(vi) information relating to the Disclosing Party’s Intellectual Property Rights;

(vii) the terms of this Agreement and any Order; and

(viii) in the case of Customer, Content and Personal Data that have not been intentionally made publicly available by Customer.

Confidential Information does not include information that the Receiving Party can demonstrate through written records:

(A) is or becomes publicly available other than through a breach of this Agreement by the Receiving Party or any of its Representatives;

(B) was lawfully known to the Receiving Party, without restriction on disclosure, before it was disclosed by the Disclosing Party;

(C) is lawfully received from a third party that is not, to the Receiving Party’s knowledge, subject to an obligation of confidentiality concerning that information; or

(D) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

14.2 Confidentiality obligations

The Receiving Party shall:

(a) keep the Disclosing Party’s Confidential Information confidential and protect it using at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in all circumstances no less than reasonable care;

(b) use the Confidential Information solely to exercise its rights and perform its obligations under this Agreement;

(c) not disclose the Confidential Information except as expressly permitted under this Section 14;

(d) make copies of the Confidential Information only to the extent reasonably necessary to exercise its rights or perform its obligations under this Agreement;

(e) maintain reasonable administrative, technical and organisational safeguards designed to prevent unauthorised access to, use of or disclosure of the Confidential Information; and

(f) notify the Disclosing Party promptly after becoming aware of any unauthorised access to, use of or disclosure of its Confidential Information and provide reasonable cooperation in limiting and remedying its effects.

14.3 Permitted disclosures to Representatives

The Receiving Party may disclose Confidential Information to its Affiliates and to its and their directors, officers, employees, professional advisers, auditors, insurers, contractors, subcontractors and suppliers together, “Representatives”, provided that:

(a) the Representative has a genuine need to know the Confidential Information for purposes connected with this Agreement;

(b) the Representative is informed of the confidential nature of the information;

(c) the Representative is subject to confidentiality obligations that are no less protective in substance than those contained in this Section 14, whether by contract, professional duty or Applicable Law; and

(d) the Receiving Party remains responsible for any use or disclosure of the Confidential Information by its Representatives that would constitute a breach of this Section 14 if committed by the Receiving Party.

The Receiving Party may disclose Confidential Information to a Representative only to the extent reasonably necessary for the applicable purpose.

14.4 Legally required disclosures

The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, a court of competent jurisdiction, a governmental or regulatory authority or the rules of a recognised securities exchange.

Before making such a disclosure, the Receiving Party shall, to the extent legally permitted:

(a) notify the Disclosing Party promptly and provide reasonable details of the required disclosure;

(b) provide the Disclosing Party with a copy of the relevant request, order or demand where legally permitted;

(c) provide reasonable cooperation, at the Disclosing Party’s cost, if the Disclosing Party seeks a protective order or other appropriate remedy; and

(d) disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

Where prior notice is not legally permitted, the Receiving Party shall notify the Disclosing Party as soon as legally permitted after the disclosure.

A disclosure under this Section 14.4 does not cause the disclosed information to cease to be Confidential Information for any other purpose.

14.5 Return and deletion

Subject to any data-return, export and retention provisions elsewhere in this Agreement, following expiry or termination of this Agreement, or earlier on the Disclosing Party’s written request to the extent the relevant Confidential Information is no longer reasonably required to exercise rights or perform obligations under this Agreement, the Receiving Party shall:

(a) cease using the Disclosing Party’s Confidential Information; and

(b) return or securely delete the Confidential Information in its possession or control.

The Receiving Party may retain Confidential Information:

(i) to the extent required by Applicable Law, regulation, professional standards or a bona fide internal document-retention policy;

(ii) in routine backups, disaster-recovery systems or electronic archives where deletion is not reasonably practicable; or

(iii) to the extent reasonably necessary for the establishment, exercise or defence of legal claims.

Any retained Confidential Information shall remain subject to this Section 14 and shall not be used for any other purpose.

14.6 Duration

The obligations in this Section 14 apply throughout the Term and continue for six (6) years following expiry or termination of this Agreement.

Notwithstanding the foregoing:

(a) obligations relating to a trade secret shall continue for as long as the relevant information remains a trade secret under Applicable Law;

(b) obligations relating to source code, security vulnerabilities, passwords, credentials and authentication information shall continue for as long as that information remains confidential and capable of being used to compromise a person, system or service; and

(c) obligations relating to personal data shall continue for as long as the Receiving Party retains or processes that personal data and shall apply in addition to the parties’ obligations under Section 19.

14.7 Ownership and licenses

All Confidential Information remains the property of the Disclosing Party or its relevant licensors.

Except for the limited rights necessary to exercise a party’s rights and perform its obligations under this Agreement, no disclosure of Confidential Information grants the Receiving Party any right, title, license or interest in or to the Confidential Information or any Intellectual Property Rights of the Disclosing Party.

14.8 Equitable relief

Each party acknowledges that an actual or threatened unauthorised use or disclosure of the other party’s Confidential Information may cause harm that may not be adequately remedied by damages alone.

Accordingly, subject to Applicable Law and the discretion of the court or tribunal having jurisdiction, either party may seek interim, injunctive or other equitable relief to prevent or restrain an actual or threatened breach of this Section 14.

Nothing in this Section 14.8:

(a) entitles either party to any remedy as of right;

(b) limits the discretion of a court or tribunal in deciding whether to grant, refuse, vary or discharge any remedy;

(c) waives any requirement to provide evidence, an undertaking in damages, security or other protection required by the relevant court or tribunal;

(d) permits either party to seek relief broader than is reasonably necessary to prevent or remedy the relevant breach; or

(e) affects the application of Section 12 to any claim for damages or other monetary compensation.

14.9 Customer relationship and publicity

Unless an applicable Order expressly states that the existence of the commercial relationship is confidential, either party may disclose the fact that Customer is a customer of Grabyo.

Neither party may issue a press release concerning the other party, use the other party’s name or logo in marketing materials, or otherwise imply endorsement without the other party’s prior written consent, except as expressly permitted under a separate publicity or customer-reference provision of this Agreement.

15. Identification Rights

Subject to Customer’s prior written consent (not to be unreasonably withheld or delayed), Grabyo may identify Customer as a customer of the Services and use Customer’s name and logo in its marketing materials. Customer may identify Grabyo as the provider of the Services and use Grabyo’s logo in connection with its permitted use of the Services.

16. Notices

All notices under this Agreement must be in writing and delivered either by hand, e-mail, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed, if to Customer, to the contact identified in Customer’s most recent Order and, if to Grabyo, to Grabyo Limited, 19 Heddon St, London, W1B 4BG, United Kingdom, attn: CEO or accounts@grabyo.com.

17. General

These Terms of Service including all URLs incorporated herein (i.e. the Acceptable Use Policy located at https://www.grabyo.com/acceptable-use-policy, and the Privacy Policy located at https://www.grabyo.com/privacy-policy) constitute the complete and exclusive agreement between Customer and Grabyo with respect to its subject matter; provided, however, that if Customer accepts or enter into a Order or some other written agreement with Grabyo or its authorised agents (including its resellers) that expressly incorporates these Terms of Service by reference, then these Terms of Service shall be subject to such other agreement as set forth therein. If any provision of a Order or these Terms of Service is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. Notwithstanding anything to the contrary herein, if Customer receives the Service through one of Grabyo’s resellers instead of directly from Grabyo, then Grabyo has no direct liability to Customer in connection with the Services.

17.1 Independent Contractors

Grabyo and Customer are independent contractors under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship;

17.2 Assignment

Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other, except that each party may assign this Agreement without the other party’s prior written consent in the case of a merger, acquisition or other change of control or sale of substantially all assets relating to this Agreement, and in such event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns;

17.3 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.

17.4 Forum Selection

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, including its existence, validity, formation, interpretation, performance, breach or termination and any non-contractual dispute or claim. Each Party irrevocably submits to the jurisdiction of those courts and waives any objection to proceedings being brought in them on the grounds of venue or inconvenient forum. 

17.5 Jury Trial Waiver

CUSTOMER AND GRABYO EACH WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY AND ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT;

17.6 Limitation on Claims

Notwithstanding any law providing a longer statute of limitations, any claim or cause of action arising out of or related to this Agreement and/or Customer’s use of the Services must be filed within two (2) years after such claim or cause of action arose;

17.7 Export Compliance

Each party shall comply with applicable export-control and economic-sanctions laws. Customer represents that neither it, its beneficial owners nor, to its knowledge, its authorised users is a person or entity subject to applicable asset-freeze or blocking sanctions, and Customer shall not use or make the Services available in a territory, to a person, or for a transaction prohibited by applicable sanctions or export-control laws. Grabyo may suspend or terminate affected Services where reasonably necessary to comply with such laws.

17.8 Effect of Waivers

The waiver by either party of a breach or a default of any provision shall not be construed as a waiver of any succeeding breach of the same or any other provision;

17.9 Survival

All terms of this Agreement which by their nature extend beyond the termination of this Agreement remain in effect until fulfilled and apply to respective successors and assigns;

17.10 Counterparts; Delivery; Acceptance

This Agreement may be executed in counterparts, all of which are considered one and the same agreement, and becomes effective when one or more counterparts have been signed by each of the parties and delivered to the other party, or upon Customer’s submission of an online Order (whichever occurs first). Delivery by facsimile or e-mail and online acceptance are all as effective as physical delivery of an originally executed copy hereof;

17.11 Integration; Amendment

This Agreement, including any Orders entered into hereunder, constitutes the entire understanding of the parties hereto with respect to the matters contemplated hereby, supersedes all previous agreements between the parties concerning the subject matter hereof and cannot be amended except by a writing signed by authorized representatives of both parties;

17.12 No Reliance

No party hereto has relied on any statement, representation or promise of any party or representative thereof except as expressly set forth in this Agreement;

17.13 Severability

If any term, provision, covenant or condition of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision;

17.14 Government Entities

Services licensed to the U.S. government or any entity acting on its behalf shall be as a Commercial Item, as that term is defined at 48 C.F.R. §2.101, and licensed only with those rights as are granted to all other entities or individuals entering into an agreement to use the Services;

17.15 Purchase Orders/Instruments

Any instruments, including purchase orders, work orders, acknowledgments and vendor registration forms not signed by both parties (“Instruments”) shall not add to, supersede or modify, the terms of this Agreement and in the event any term of an Instrument purports to add to, supersede or modify any term of this Agreement, such term of the Instrument shall be void and without effect;

17.16 Foreign Language Translation of Agreement

For Customer’s convenience only, Grabyo may provide Customer with a non-English translation of this Agreement. Any such non-English language version of this Agreement is for reference purposes. Customer acknowledges and agrees that the English language version of this Agreement shall, in all instances, govern the parties’ relationship;

17.17 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by an event or circumstance beyond its reasonable control, including:

(a) acts of God, flood, fire, earthquake, severe weather, epidemic or pandemic;

(b) war, terrorism, civil unrest, riot, sabotage or acts of government;

(c) strikes, industrial disputes or labour shortages, other than disputes involving only the affected party’s own personnel;

(d) failures or interruptions of electricity, utilities, telecommunications networks, internet services, data centres, cloud infrastructure, hosting providers or other material suppliers;

(e) cyberattacks, denial-of-service attacks or other malicious acts by third parties; or

(f) changes in Applicable Law, sanctions, embargoes, court orders or regulatory requirements,

in each case a “Force Majeure Event”.

A failure or interruption of a supplier or subcontractor shall constitute a Force Majeure Event only to the extent that:

(i) the relevant failure or interruption was beyond the affected party’s reasonable control;

(ii) the affected party could not reasonably have prevented or overcome its effects through commercially reasonable continuity, redundancy, backup, security or disaster-recovery arrangements appropriate to the nature of its obligations; and

(iii) the failure was not caused or materially contributed to by the affected party’s breach of this Agreement, negligence or failure to maintain such arrangements.

The affected party shall:

(A) notify the other party as soon as reasonably practicable after becoming aware of the Force Majeure Event;

(B) provide reasonable information regarding its nature, expected impact and likely duration;

(C) use commercially reasonable efforts to mitigate its effects and resume performance; and

(D) keep the other party reasonably informed of material developments.

The affected party’s obligations shall be suspended only for the duration and to the extent affected by the Force Majeure Event.

A Force Majeure Event shall not relieve Customer of its obligation to pay:

(1) Fees accrued before the Force Majeure Event;

(2) Fees for Services that remain available or are provided during the Force Majeure Event;

(3) Usage Charges already incurred; or

(4) any other undisputed amounts properly due under this Agreement.

Where a Force Majeure Event materially prevents Grabyo from providing substantially all of the affected Services for more than thirty (30) consecutive days, either party may terminate the affected Order by written notice.

If Customer terminates under this paragraph, Grabyo shall refund any prepaid fixed Fees attributable to the period after the effective date of termination for Services that will not be provided. Customer shall remain responsible for all Fees and Usage Charges accrued up to that date.

Termination under this Section shall apply only to the Services directly affected by the Force Majeure Event and shall not affect any unaffected Order or Service.

17.18 Order of precedence

 In the event of a conflict, the following order of precedence applies:

(a) the applicable Order, but only where it expressly identifies the provision of this Agreement that it overrides;

 (b) the applicable data processing addendum or Annex, solely in relation to data protection matters;

 (c) this Agreement;

 (d) the AUP and other incorporated policies; and

 (e) the Documentation.

18. Corruption and Anti-Bribery

Each party shall comply with applicable anti-bribery and anti-corruption laws and shall not, directly or indirectly, offer, promise, give, request or accept any improper payment or advantage in connection with this Agreement. Each party shall maintain policies and controls reasonably appropriate to its business and shall notify the other promptly of any material breach relating to this Agreement.

19. Data Protection

19.1 In this Section, the following terms shall have the following meanings:

“Applicable Data Protection Law” shall mean all applicable worldwide legislation relating to data protection and privacy, including, in the EU, the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and, in the UK, the UK retained version of GDPR as amended and incorporated into UK law under the European Union (Withdrawal) Act 2018 (“UK GDPR”), the Data Protection Act 2018, and the Data (Use and Access) Act 2025, in each case as amended or replaced from time to time;

“controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

“Personal Data” means any information relating to an identified or identifiable natural person (“data subject”) where such information is contained in Content or Usage Data and which is protected similarly as personal data, personal information or personally identifiable information under Applicable Data Protection Law;

“processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction (and “process” shall be construed accordingly);

“processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the controller;

“special categories of Personal Data” shall include the data referenced in Article 9 of GDPR as well as “sensitive personal information” or “sensitive personal data“, or such other similar term, as defined in Applicable Data Protection Law.

19.2  Grabyo shall process Customer Personal Data only on Customer’s documented instructions, including this Agreement, the applicable Order and Customer’s use and configuration of the Services, and only to provide, secure, maintain and support the Services, unless Applicable Data Protection Law requires otherwise.

Grabyo may process account, billing, security and service-usage information as an independent controller for its legitimate business purposes, as described in its Privacy Policy.

19.3 Customer shall ensure that it has all necessary rights, lawful bases, notices and authorisations to disclose Personal Data to Grabyo and instruct Grabyo to process it.

19.4 Where Customer is established in certain jurisdictions or where the Personal Data relates to individuals in those jurisdictions, then the additional provisions set out in Annex A to this Agreement shall apply to the processing of such Personal Data.

19.5 Customer shall not intentionally submit special-category or sensitive Personal Data for processing unless the processing is contemplated by the applicable Order, Customer has established an appropriate lawful basis and safeguards, and any additional requirements reasonably notified by Grabyo have been satisfied;

19.6  Grabyo shall ensure that any person it authorises to process the Personal Data (an “Authorised Person”) shall protect the Personal Data in accordance with Grabyo’s confidentiality obligations (Section 14) under this Agreement;

19.7 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of individuals, Grabyo shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to protect the Personal Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Personal Data (a “Security Incident”);

19.8 Customer consents to Grabyo engaging, and transferring Personal Data to, third party subprocessors to process the Personal Data for the Permitted Purpose provided that: (i) Grabyo maintains an up-to-date list of its subprocessors on its website at https://about.grabyo.com/gdpr-subprocessors/, which it shall update with details of any change in subprocessors at least 30 days prior to the change; and (ii) Grabyo imposes data protection terms on any subprocessor it appoints that require it to protect the Personal Data to the standard required by Applicable Data Protection Law.

19.9 Assistance with data-subject rights, complaints and regulatory enquiries

Taking into account the nature of the processing and the information available to Grabyo, Grabyo shall provide Customer with reasonable and timely assistance to enable Customer to comply with its obligations under Applicable Data Protection Law in relation to:

(a) requests from data subjects to exercise their rights under Applicable Data Protection Law;

(b) complaints, correspondence or enquiries received from data subjects concerning the processing of Personal Data under this Agreement;

(c) any legally required procedure for receiving, acknowledging, investigating or responding to a data-protection complaint made by a data subject; and

(d) enquiries, investigations, notices or requests received from a supervisory authority, regulator, court or other competent authority concerning the processing of Personal Data under this Agreement.

If Grabyo receives directly any request, complaint, correspondence, enquiry or notice described in this Section 19.9, Grabyo shall:

(i) notify Customer without undue delay and provide Customer with reasonable details of the matter;

(ii) not respond substantively on Customer’s behalf unless instructed in writing by Customer or required to do so by Applicable Law; and

(iii) where reasonably practicable, direct the relevant data subject or authority to Customer.

Customer shall remain responsible for determining how to respond to any request, complaint, correspondence, enquiry or notice and for ensuring that its response complies with Applicable Data Protection Law.

Customer shall reimburse Grabyo for its reasonable costs of providing assistance under this Section 19.9, except to the extent that the assistance is required as a direct result of Grabyo’s breach of this Agreement or Applicable Data Protection Law;

19.10 If it becomes aware of a Personal Data Breach affecting Customer Personal Data, Grabyo shall inform Customer without undue delay and shall provide reasonable information and cooperation to Customer so that Customer can fulfil any data breach reporting obligations it may have under (and in accordance with the timescales required by) Applicable Data Protection Law. Grabyo shall further take reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and keep Customer informed of all material developments in connection with the Security Incident.

19.11 Deletion or return of Personal Data: Upon termination or expiry of this Agreement, Grabyo will, on Customer’s explicit request, delete or return the Personal Data in its possession or control (in a manner and form decided by Grabyo, acting reasonably). This requirement shall not apply to the extent that Grabyo is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back-up systems, which Personal Data Grabyo shall securely isolate and protect from any further processing.

19.12 Where the processing is subject to UK or EEA data-protection law, Annex A applies. Where Grabyo processes Personal Information as a Service Provider or Contractor under the CCPA, Annex B applies.

20. Artificial Intelligence Services

20.1 Definitions

In this Section 20:

“AI Feature” means any feature or functionality made available by Grabyo as part of the Services that uses artificial intelligence, machine learning or a generative model, including automated clipping, tracking, transcription, captioning, translation, metadata generation and the generation or manipulation of text, audio, images or video.

An AI Feature may incorporate an Embedded Third-Party Component in accordance with Section 13.

“Customer AI Tool” means any third-party artificial intelligence, machine-learning or generative-model service that Customer independently selects, connects, configures or uses with the Services and that is not supplied by Grabyo as an AI Feature under the applicable Order.

“AI Output” means any text, metadata, transcript, caption, translation, audio, image, video, recommendation, classification or other output generated or materially modified through an AI Feature or Customer AI Tool.

AI Output created, uploaded, stored, published or distributed through Customer’s Account constitutes Content for the purposes of this Agreement.

20.2 AI Features and human oversight

Customer acknowledges that AI Features use probabilistic technologies and may produce AI Output that is inaccurate, incomplete, inconsistent, inappropriate, offensive, defamatory or otherwise unsuitable for Customer’s intended purpose.

Customer is responsible for:

(a) reviewing AI Output before relying on, publishing, transmitting or distributing it;

(b) applying appropriate human oversight having regard to the nature and intended use of the AI Output;

(c) determining whether AI Output is accurate, appropriate and lawful for Customer’s intended use;

(d) making all final editorial, production, publication and distribution decisions; and

(e) correcting, removing or ceasing to use AI Output that Customer knows or reasonably should know is inaccurate, unlawful or likely to cause material harm.

Customer shall not represent that Grabyo has reviewed, verified, approved or endorsed any AI Output unless Grabyo has expressly confirmed this in writing.

20.3 AI Feature disclaimers

Subject to Section 12 and to the maximum extent permitted by Applicable Law, AI Outputs are provided “as is” and “as available”.

Except for any express commitment set out in an applicable Order, Grabyo does not warrant that:

(a) an AI Feature or AI Output will be uninterrupted, error-free, complete, accurate or consistent;

(b) an AI Output will meet Customer’s requirements or be suitable for a particular editorial, commercial, legal or regulatory purpose;

(c) the same or substantially similar input will always generate the same AI Output;

(d) an AI Output will be original, capable of protection by Intellectual Property Rights or free from similarity to content generated for another person; or

(e) use, publication or distribution of an AI Output will not require further review, permissions, disclosures, licences or consents.

Nothing in this Section 20.3 excludes any responsibility expressly assumed by Grabyo for providing an AI Feature as part of the paid Services or any liability that cannot lawfully be excluded or limited.

20.4 Customer AI Tools

Customer may elect to connect or use Customer AI Tools with the Services where technically supported by Grabyo.

Customer’s use of a Customer AI Tool is subject to Section 13 and to the applicable provider’s terms, privacy notices, acceptable-use requirements, data-usage policies, charges and technical limitations.

Customer is responsible for:

(a) determining whether the Customer AI Tool is appropriate for Customer’s intended use;

(b) obtaining and maintaining the accounts, licences, permissions and credentials required to use it;

(c) determining whether Customer is permitted to submit Content and Personal Data to it;

(d) configuring any available data-retention, model-training or opt-out controls; and

(e) complying with the applicable third-party terms.

Customer authorises Grabyo to transmit Content, Personal Data, prompts, instructions and other information to, and receive AI Output from, a Customer AI Tool to the extent necessary to perform Customer’s instructions.

Grabyo is not responsible for the acts or omissions of a Customer AI Tool provider, including its use, retention, disclosure or training on information submitted to it, except to the extent that Grabyo selected and supplied that provider as an Embedded Third-Party Component of an AI Feature.

20.5 Customer inputs, instructions and rights

Customer shall ensure that it has all rights, licences, permissions, lawful bases and consents required to:

(a) submit Content, Personal Data, prompts and instructions to an AI Feature or Customer AI Tool;

(b) authorise the processing required to generate AI Output; and

(c) use, edit, publish, transmit and distribute the resulting AI Output.

Customer shall not knowingly submit any input or instruction that:

(i) infringes or misappropriates third-party rights;

(ii) breaches Applicable Law, the AUP or applicable third-party terms;

(iii) contains Personal Data that Customer is not entitled to process for the relevant purpose; or

(iv) is intended to circumvent safeguards, usage restrictions or content controls implemented by Grabyo or the relevant AI provider.

20.6 Ownership and use of AI Output

As between Grabyo and Customer, and subject to third-party rights and Applicable Law, Grabyo claims no ownership of AI Output solely because it was generated through Customer’s authorised use of an AI Feature.

Any rights that Customer may have in AI Output are subject to:

(a) the rights in the Content and other materials used to generate it;

(b) the terms applicable to any Customer AI Tool;

(c) the terms applicable to any identified third-party content or component; and

(d) Applicable Law concerning authorship, ownership, protectability and infringement.

Grabyo does not warrant that Intellectual Property Rights will arise in AI Output or that Customer will have exclusive rights in any AI Output.

20.7 Use of Content for AI training

Grabyo shall not use Content to train a proprietary generative AI model for purposes unrelated to providing the Services to Customer without Customer’s prior express written consent.

This restriction does not prevent Grabyo from:

(a) processing Content as necessary to provide, secure, maintain, support or troubleshoot an AI Feature;

(b) using aggregated or de-identified information that does not identify Customer, any User or any individual and does not disclose Content;

(c) developing or improving non-generative operational systems using Usage Data in accordance with this Agreement and Applicable Data Protection Law; or

(d) complying with Applicable Law.

Where an AI Feature uses an Embedded Third-Party Component selected by Grabyo, Grabyo shall remain responsible for ensuring that the provider processes Personal Data and Content in accordance with the Agreement, Section 19 and any applicable data-processing terms.

Where Customer elects to use a Customer AI Tool, the third-party provider’s data-use and model-training terms apply as described in Section 20.4.

20.8 Prohibited and restricted uses

Customer shall not use an AI Feature or Customer AI Tool through the Services:

(a) in breach of Applicable Law, the AUP or third-party rights;

(b) to generate or distribute unlawful, fraudulent, deceptive or materially harmful Content;

(c) to impersonate an individual or materially misrepresent a person, event or statement without any disclosure required by Applicable Law;

(d) to circumvent technical, safety, security or content controls;

(e) as the sole basis for a decision producing legal or similarly significant effects concerning an individual, unless expressly agreed by Grabyo and permitted by Applicable Law; or

(f) for any prohibited AI practice under Applicable AI Law.

Grabyo may suspend or restrict the affected AI Feature or integration where Grabyo reasonably determines that Customer’s use breaches this Section 20, creates a material security or legal risk, or could cause material harm to Grabyo, the Services, another customer or a third party.

Where reasonably practicable, Grabyo shall limit the suspension to the affected AI Feature, integration, Content or use case.

20.9 Regulatory transparency

Where an AI Feature generates or manipulates audio, image, video or text Content and Applicable AI Law imposes transparency, marking, disclosure or labelling obligations in connection with the placing on the market, use, publication, distribution or other making available of that Content:

(a) Grabyo obligations. To the extent Grabyo is the direct provider of the relevant AI system, Grabyo shall implement in outputs generated or exported by that AI system such machine-readable marking and detectability measures as Applicable AI Law requires of Grabyo.

Such measures shall be implemented to the extent technically feasible, taking account of the nature of the Content, and the generally acknowledged state of the art.

(b) Customer obligations. To the extent Customer acts as the deployer, editor, publisher or distributor of the relevant Content, Customer shall be responsible for the audience-facing disclosures, labels and other transparency measures imposed on Customer by Applicable AI Law, including any disclosure required for deepfakes or other artificially generated or manipulated Content.

Customer shall not knowingly remove, obscure or interfere with any machine-readable marking implemented by Grabyo, except where permitted by Applicable AI Law.

(c) Intended use. Customer shall determine whether its intended use, publication or distribution of the Content gives rise to any disclosure or labelling obligation and shall provide Grabyo with information concerning the intended use and relevant jurisdictions where Grabyo reasonably requires that information to support compliance.

(d) Cooperation. Each party shall provide the other with reasonable information and cooperation necessary to meet its respective obligations under Applicable AI Law.

(e) Statutory responsibility and exceptions. Nothing in this Section transfers, excludes or limits an obligation imposed directly on either party under Applicable AI Law.

This Section does not require marking or disclosure where an applicable legal exception applies, including where an AI Feature performs only an assistive function for standard editing or does not substantially alter the input Content or its meaning.

20.10 Third-party claims and liability

The parties’ indemnification obligations concerning Content, Customer AI Tools and AI Output are exclusively those set out in Section 11.

All liability arising out of or in connection with AI Features, Customer AI Tools and AI Output is subject to Section 12.

Nothing in this Section 20 excludes or limits liability to the extent that it cannot lawfully be excluded or limited.

Annex A

UK AND EEA DATA-PROCESSING TERMS

1. Application and precedence

This Annex A applies to the extent that Grabyo’s processing of Personal Data on behalf of Customer is subject to:

(a) the UK GDPR, the Data Protection Act 2018 or other applicable United Kingdom data-protection law; or

(b) Regulation (EU) 2016/679, the “EU GDPR”, or applicable data-protection law of the European Economic Area.

This Annex A supplements Section 19 of the Agreement. If there is a conflict concerning the processing of Personal Data, the following order of precedence shall apply:

(i) any applicable mandatory provisions of the EU SCCs or UK Transfer Mechanism;

(ii) this Annex A;

(iii) Section 19; and

(iv) the remainder of the Agreement.

Capitalised terms not defined in this Annex have the meanings given in the Agreement or Applicable Data Protection Law.

2. Roles of the parties

Where Customer determines the purposes and means of processing Personal Data, Customer is the controller and Grabyo is the processor.

Where Customer processes Personal Data on behalf of another controller, Customer is a processor and Grabyo is Customer’s subprocessor.

Each party shall comply with the obligations applicable to it in its relevant capacity under Applicable Data Protection Law.

Grabyo may process account, billing, security, service-usage and business-contact information as an independent controller where Grabyo determines the purposes and means of that processing. Such processing is governed by Grabyo’s Privacy Policy and not by the processor obligations in this Annex.

3. Processing details and instructions

The subject matter, duration, nature and purpose of the processing, together with the types of Personal Data and categories of data subjects, are set out in Appendix 1 to this Annex and the applicable Order.

Customer instructs Grabyo to process Personal Data:

(a) to provide, host, secure, maintain, support and administer the Services;

(b) in accordance with Customer’s configuration and use of the Services;

(c) as specified in the Agreement, applicable Order and Usage Plan;

(d) through subprocessors appointed in accordance with Section 19 and this Annex; and

(e) in accordance with any additional written instructions agreed by the parties.

If Applicable Law requires Grabyo to process Personal Data other than on Customer’s documented instructions, Grabyo shall notify Customer before carrying out that processing unless Applicable Law prohibits such notification.

Grabyo shall inform Customer if, in Grabyo’s reasonable opinion, a Customer instruction infringes Applicable Data Protection Law. Grabyo may suspend the affected instruction until the parties resolve the matter.

4. Subprocessors

Customer gives Grabyo general written authorisation to appoint subprocessors to process Personal Data for the purposes described in Appendix 1.

Grabyo shall:

(a) maintain an up-to-date list of its subprocessors;

(b) give Customer at least thirty days’ prior notice of any intended addition or replacement, except where an urgent change is reasonably necessary to address a security, legal or service-continuity issue, in which case Grabyo shall give notice as soon as reasonably practicable;

(c) enter into a written agreement with each subprocessor imposing data-protection obligations that provide an equivalent level of protection for Personal Data to the obligations imposed on Grabyo under the Agreement; and

(d) remain responsible to Customer for the performance of each subprocessor’s data-protection obligations.

Customer may object to a proposed subprocessor during the applicable notice period solely on reasonable and documented grounds relating to the protection of Personal Data.

The parties shall work in good faith to resolve a valid objection. If they cannot do so and Grabyo cannot reasonably provide the affected Services without the proposed subprocessor, Customer may terminate only the affected Services by written notice before the subprocessor begins processing Personal Data.

Grabyo shall refund prepaid fixed Fees attributable to the period after termination for affected Services that will not be provided. Customer shall remain responsible for Fees and Usage Charges incurred before termination.

5. International transfers

In this Annex:

“EU SCCs” means the standard contractual clauses approved by European Commission Implementing Decision (EU) 2021/914, as amended or replaced.

“Restricted Transfer” means a transfer of Personal Data that requires an adequacy decision, appropriate safeguard or other transfer mechanism under Applicable Data Protection Law.

“UK Addendum” means the International Data Transfer Addendum to the EU SCCs issued under section 119A of the Data Protection Act 2018, as amended, replaced or reissued.

“UK Transfer Mechanism” means the UK Addendum, the International Data Transfer Agreement or another legally valid safeguard recognised under UK data-protection law.

Grabyo shall not make a Restricted Transfer unless it has implemented a valid transfer mechanism under Applicable Data Protection Law.

Grabyo may rely on:

(a) an applicable adequacy decision or adequacy regulation;

(b) the EU SCCs;

(c) the UK Transfer Mechanism;

(d) binding corporate rules;

(e) another legally recognised safeguard; or

(f) a statutory exception where its conditions are satisfied.

Where Customer’s transfer of Personal Data to Grabyo is an EEA Restricted Transfer and no other valid transfer mechanism applies, the EU SCCs are incorporated into the Agreement as follows:

(i) Module Two applies where Customer is a controller and Grabyo is a processor;

(ii) Module Three applies where Customer is a processor and Grabyo is a subprocessor;

(iii) Clause 7, the optional docking clause, applies;

(iv) for Clause 9(a), Option 2 applies and the notice period is thirty days;

(v) the optional wording in Clause 11 does not apply;

(vi) for Clause 17, Option 1 applies and the governing law is the law of Ireland;

(vii) the courts of Ireland have jurisdiction under Clause 18;

(viii) the parties’ identities and contact details are those specified in the Order and Agreement;

(ix) the transfer and processing details are those in Appendix 1;

(x) the competent supervisory authority shall be determined in accordance with Clause 13 of the EU SCCs;

(xi) the security measures are those maintained under Section 19 and any security documentation made available by Grabyo; and

(xii) the authorised subprocessors are those identified on Grabyo’s current subprocessor list.

Where Customer’s transfer of Personal Data to Grabyo is a UK Restricted Transfer and no other valid transfer mechanism applies, the UK Addendum is incorporated into the Agreement and:

(A) the EU SCCs incorporated above are the Approved EU SCCs for the purposes of the UK Addendum;

(B) the parties’ details, transfer details, security measures and subprocessors are those described in the Agreement, Order and Appendix 1; and

(C) neither party may terminate the UK Addendum under section 19 of its mandatory clauses solely as a result of an approved revision to the UK Addendum.

Each party shall provide information and cooperation reasonably required to complete a transfer risk assessment or transfer impact assessment and to implement supplementary measures required under Applicable Data Protection Law.

Grabyo shall ensure that its onward Restricted Transfers to subprocessors are subject to a valid transfer mechanism.

6. Assistance and regulatory cooperation

Taking into account the nature of the processing and information available to Grabyo, Grabyo shall provide reasonable assistance to Customer in complying with applicable obligations concerning:

(a) data-subject rights and complaints;

(b) security of processing;

(c) Personal Data Breach notifications;

(d) data-protection impact assessments;

(e) prior consultation with a supervisory authority; and

(f) regulatory enquiries concerning Grabyo’s processing of Personal Data.

Customer shall reimburse Grabyo’s reasonable costs of providing assistance that is materially beyond the ordinary functionality and support included in the Services, except to the extent the assistance is required because of Grabyo’s breach of the Agreement or Applicable Data Protection Law.

7. Audits and compliance information

Grabyo shall make available information reasonably necessary to demonstrate compliance with this Annex and Article 28 of the UK GDPR or EU GDPR.

Grabyo may satisfy an audit request initially by providing:

(a) current independent security or compliance audit reports;

(b) certifications;

(c) penetration-test or vulnerability-assessment summaries;

(d) security questionnaires; and

(e) other relevant compliance documentation.

Where that information is not reasonably sufficient, Customer may conduct an audit itself or through an independent auditor, provided that:

(i) Customer gives reasonable prior written notice;

(ii) the audit occurs no more than once in any twelve-month period, unless required by a supervisory authority or reasonably necessary following a material Personal Data Breach or demonstrated material non-compliance;

(iii) the audit takes place during normal business hours and does not unreasonably interfere with Grabyo’s business or compromise the security or confidentiality of another customer;

(iv) the auditor is not a competitor of Grabyo and is subject to appropriate confidentiality obligations;

(v) the audit is limited to systems, records and processing relevant to Customer’s Personal Data; and

(vi) Customer bears the reasonable cost of the audit unless it identifies a material breach by Grabyo.

Nothing in this Section requires Grabyo to disclose information that would compromise the security of the Services, breach an obligation owed to another person, or disclose legally privileged material.

8. Return and deletion

Following termination or expiry of the affected Services, Grabyo shall, at Customer’s choice, delete or return Personal Data in accordance with Section 19.11.

Grabyo may retain Personal Data:

(a) where required by Applicable Law;

(b) in backups or disaster-recovery systems until deleted through Grabyo’s ordinary deletion cycle; or

(c) where reasonably necessary for the establishment, exercise or defence of legal claims.

Any retained Personal Data shall remain protected under the Agreement and shall not be processed for any other purpose.

APPENDIX 1 TO ANNEX A

PROCESSING DETAILS

1. Subject matter

Provision of the cloud-based video production, contribution, recording, clipping, editing, storage, management, processing, publishing, distribution, analytics, support and related Services described in the Agreement and applicable Order.

2. Duration

For the duration of the applicable Order and any period during which Grabyo retains Personal Data in accordance with Customer’s configuration, the applicable retention settings, the Agreement or Applicable Law.

3. Nature and purpose of processing

Grabyo may collect, receive, access, host, organise, store, record, copy, encode, transcode, modify as technically necessary, combine, retrieve, consult, analyse, caption, translate, transmit, display, publish, distribute, back up, restore, return and delete Personal Data for the following purposes:

(a) providing and operating the Services;

(b) implementing Customer’s production, editing, storage and distribution instructions;

(c) authenticating and administering Authorized Users;

(d) providing support, maintenance and professional services;

(e) protecting the security, integrity and availability of the Services;

(f) identifying and preventing fraud, misuse, Malicious Code and security incidents;

(g) measuring Usage and producing service and billing records; and

(h) complying with documented instructions and Applicable Law.

4. Categories of data subjects

Depending on Customer’s use of the Services, data subjects may include:

(a) Customer’s Authorized Users, Administrators, employees, contractors, consultants and representatives;

(b) Customer’s clients, partners, suppliers and event personnel;

(c) presenters, commentators, performers, athletes, interviewees, contributors and production participants;

(d) individuals appearing, speaking or otherwise identifiable in Content;

(e) viewers, users and visitors interacting with Customer’s Content, streams, players or digital properties; and

(f) individuals whose Personal Data Customer or its Users submit to the Services.

5. Types of Personal Data

Depending on Customer’s use of the Services, Personal Data may include:

(a) names, usernames, business contact details and organisational information;

(b) authentication, access-control and account information;

(c) IP addresses, device identifiers, browser information, log data and Usage Data;

(d) support communications and account-administration records;

(e) video, audio, images, voice, likeness and other audiovisual Content;

(f) captions, transcripts, translations, metadata, tags and production information;

(g) location or event information contained in Content or metadata;

(h) audience, viewing and engagement information where the applicable Service collects it; and

(i) any other Personal Data included by or on behalf of Customer in Content or Customer’s instructions.

6. Special-category and sensitive Personal Data

The Services are not designed to require special-category or sensitive Personal Data.

Such information may nevertheless be incidentally contained in audiovisual Content or metadata submitted by Customer. Customer shall not intentionally submit such information unless:

(a) its processing is contemplated by the applicable Order;

(b) Customer has established an appropriate lawful basis and safeguards; and

(c) Customer has complied with any additional requirements reasonably notified by Grabyo.

Unless expressly agreed in an Order, Grabyo does not use biometric information for the purpose of uniquely identifying an individual.

7. Frequency

Processing may occur continuously, regularly or occasionally, depending on Customer’s configuration and use of the Services.

8. Retention

Personal Data will be retained according to:

(a) the retention period stated in the Order or Usage Plan;

(b) Customer’s configuration and deletion instructions;

(c) Grabyo’s documented retention and backup cycles; and

(d) any longer period required by Applicable Law or reasonably necessary for legal claims.

9. Subprocessors and processing locations

The categories, identities and processing locations of Grabyo’s subprocessors are set out in Grabyo’s current subprocessor list, as updated in accordance with this Annex.

Processing locations and remote support access

Customer acknowledges and authorises that Personal Data may be:

(a) hosted and otherwise processed in data centres located in the United Kingdom, the European Economic Area and the United States;

(b) remotely accessed from Singapore and Mexico by authorised Grabyo support, engineering, security and operations personnel where reasonably necessary to provide, maintain, secure, troubleshoot or support the Services; and

(c) processed in any other location identified in the applicable Order or Grabyo’s current subprocessor and processing-location list.

Remote access under paragraph (b) does not mean that Grabyo will routinely transfer or replicate Customer Content to data-storage infrastructure in Singapore and Mexico. Personal Data may nevertheless be viewed, queried, transmitted, temporarily cached or otherwise processed from Singapore and Mexico to the extent reasonably necessary for the relevant support or operational activity.

Grabyo shall ensure that remote access to Personal Data is:

(i) limited to authorised personnel with a genuine need to access the relevant Personal Data;

(ii) subject to confidentiality obligations;

(iii) controlled through role-based and least-privilege access controls;

(iv) protected through appropriate authentication, logging, monitoring and security measures;

(v) limited to the Personal Data reasonably necessary for the relevant support, security or operational purpose; and

(vi) withdrawn promptly when no longer required.

Grabyo shall not permit authorised personnel to download or retain Customer Content locally in Singapore and Mexico except where reasonably necessary to address a specific support or security matter and subject to appropriate technical and organisational safeguards and deletion after the relevant purpose has been completed.

International transfer status

Where personnel accessing Personal Data from Singapore and Mexico are employed by the same legal entity that is acting as processor under the Agreement, Grabyo shall treat that access in accordance with Applicable Data Protection Law and shall maintain appropriate security and access-control measures.

Where access is provided by an Affiliate, contractor, supplier or other separate legal entity located in Singapore and Mexico, that entity shall be treated as a subprocessor and Grabyo shall:

(a) appoint it in accordance with the subprocessor provisions of the Agreement;

(b) enter into a written data-processing agreement imposing obligations materially equivalent to those applicable to Grabyo;

(c) implement the applicable EU SCCs, UK Addendum, IDTA or other valid transfer mechanism where required;

(d) complete any transfer risk assessment, transfer impact assessment or supplementary-measures assessment required by Applicable Data Protection Law;

(e) remain responsible for that entity’s performance of its data-protection obligations; and

(f) identify the entity and Singapore and Mexico processing location in Grabyo’s current subprocessor and processing-location list.

Transfer safeguards

For access from Singapore and Mexico or any other country not covered by an applicable adequacy decision or adequacy regulation, Grabyo shall implement a legally valid transfer mechanism and appropriate supplementary safeguards where required.

Such safeguards may include:

(a) encryption of Personal Data in transit and at rest;

(b) multi-factor authentication;

(c) role-based and time-limited access;

(d) access logging and monitoring;

(e) restrictions on local downloading, printing and onward disclosure;

(f) secure managed devices;

(g) confidentiality and data-protection training;

(h) incident-response and access-revocation procedures; and

(i) policies for responding to legally binding requests from public authorities.

Nothing in this Section requires Grabyo to localise Personal Data exclusively in the United Kingdom or EEA unless an applicable Order expressly includes a data-residency commitment.

Annex B

CALIFORNIA SERVICE-PROVIDER AND CONTRACTOR TERMS

1. Application

This Annex B applies only to the extent that:

(a) Customer is a “business” subject to the California Consumer Privacy Act of 2018, as amended, and its implementing regulations, together the “CCPA”; and

(b) Grabyo processes Personal Information on Customer’s behalf as a “service provider” or “contractor” under the CCPA.

The terms Business, Business Purpose, Consumer, Contractor, Personal Information, Sell, Share and Service Provider have the meanings given in the CCPA.

Where this Annex applies, Customer is the Business and Grabyo is the Service Provider or Contractor, as applicable.

This Annex supplements Section 19. If there is a conflict concerning Personal Information subject to the CCPA, this Annex shall prevail to the extent of that conflict.

2. Limited and specified Business Purposes

Customer discloses Personal Information to Grabyo solely for the following limited and specified Business Purposes:

(a) hosting, storing, recording, ingesting, encoding, transcoding, editing, clipping, captioning, translating, transmitting, publishing, distributing, retrieving and deleting Content in accordance with Customer’s instructions;

(b) providing, operating, maintaining, supporting and troubleshooting the Services;

(c) authenticating and administering Accounts, Authorized Users and access permissions;

(d) providing technical support, training, professional services and integrations requested by Customer;

(e) maintaining the security, integrity, resilience and availability of the Services;

(f) detecting, preventing and investigating fraud, abuse, Malicious Code and security incidents;

(g) measuring Usage, enforcing contractual usage limits and preparing billing and service records;

(h) maintaining backups, disaster-recovery systems and business-continuity arrangements; and

(i) improving the quality and functionality of the Services provided to Customer, solely to the extent permitted for a Service Provider or Contractor under the CCPA.

Customer discloses Personal Information to Grabyo only for these Business Purposes.

Grabyo shall not process Personal Information for cross-context behavioural advertising or to build or modify a profile concerning a Consumer for use in providing services to another person.

3. Restrictions on processing

Grabyo shall not:

(a) Sell or Share Personal Information processed under the Agreement;

(b) retain, use or disclose Personal Information for any purpose other than the Business Purposes specified in Section 2 or another purpose expressly permitted for a Service Provider or Contractor under the CCPA;

(c) retain, use or disclose Personal Information outside the direct business relationship between Grabyo and Customer, except as permitted by the CCPA;

(d) combine Personal Information received from or on behalf of Customer with Personal Information received from another person or collected through Grabyo’s own interaction with a Consumer, except to the extent expressly permitted by the CCPA; or

(e) use Personal Information for Grabyo’s own commercial purposes unrelated to providing the Services to Customer.

Grabyo certifies that it understands and will comply with the restrictions and obligations in this Annex.

4. CCPA compliance and level of protection

Grabyo shall:

(a) comply with the provisions of the CCPA applicable to Service Providers and Contractors;

(b) provide the same level of privacy protection for Personal Information as is required of Businesses under the CCPA, to the extent applicable to Grabyo’s processing;

(c) process Personal Information only in accordance with Customer’s documented instructions and the Business Purposes specified in this Annex;

(d) implement reasonable security procedures and practices appropriate to the nature of the Personal Information; and

(e) notify Customer without undue delay if Grabyo determines that it can no longer meet its obligations under the CCPA or this Annex.

5. Consumer requests

Taking into account the nature of the processing, Grabyo shall provide reasonable assistance to enable Customer to respond to verifiable Consumer requests under the CCPA.

If Grabyo receives a Consumer request directly concerning Personal Information processed on Customer’s behalf, Grabyo shall:

(a) act in accordance with Customer’s documented instructions; or

(b) inform the Consumer that the request should be submitted to Customer,

unless Applicable Law requires otherwise.

Customer shall provide Grabyo with the information reasonably necessary for Grabyo to comply with a request that Customer determines is valid.

Grabyo shall not be required to respond directly to a Consumer on Customer’s behalf unless Customer instructs Grabyo to do so or Applicable Law requires it.

6. Monitoring, audits and remediation

Customer may take reasonable and appropriate steps to verify that Grabyo processes Personal Information consistently with Customer’s obligations under the CCPA.

Grabyo may satisfy this requirement by providing the information, reports, certifications and audit materials described in Section 19 and Annex A, where applicable.

Any additional audit shall be subject to the notice, scope, confidentiality, frequency and cost protections set out in the Agreement.

If Customer reasonably determines that Grabyo is processing Personal Information without authorisation or inconsistently with this Annex, Customer may notify Grabyo and require Grabyo to take reasonable and appropriate steps to stop and remediate that processing.

Grabyo shall cooperate reasonably with a valid remediation request and shall provide appropriate confirmation when the unauthorised processing has stopped or been remediated.

7. Subcontractors

Grabyo may engage a subcontractor to assist in providing the Services, provided that Grabyo:

(a) enters into a written contract with the subcontractor that complies with the CCPA and imposes restrictions and obligations materially equivalent to those in this Annex;

(b) limits the subcontractor’s processing to the Business Purposes for which it was engaged; and

(c) remains responsible for the subcontractor’s performance of its contractual privacy obligations.

Grabyo’s subprocessor-notification process under Section 19 and Annex A also applies to subcontractors processing Personal Information under this Annex.

8. Sensitive Personal Information

Grabyo shall use Sensitive Personal Information only for:

(a) the Business Purposes specified in Section 2;

(b) purposes permitted for a Service Provider or Contractor under the CCPA; or

(c) another purpose expressly instructed by Customer and permitted by Applicable Law.

Grabyo shall not use Sensitive Personal Information to infer characteristics about a Consumer except where necessary to provide the Services requested by Customer and permitted under the CCPA.

9. Deidentified and aggregated information

Grabyo may create and use information that has been lawfully aggregated or deidentified in accordance with the CCPA, provided that Grabyo:

(a) takes reasonable measures to ensure that the information cannot be associated with a Consumer or household;

(b) publicly commits, where required by the CCPA, to maintain and use the information in deidentified form; and

(c) does not attempt to reidentify the information except as permitted by Applicable Law.

10. Deletion and return

Following termination of the affected Services, Grabyo shall delete or return Personal Information in accordance with Section 19 and Customer’s documented instructions, except where retention is permitted or required by Applicable Law.

Personal Information retained in backups shall remain protected under this Annex and shall not be processed for another purpose.

11. Grabyo’s independent Business processing

This Annex does not apply where Grabyo collects or processes Personal Information as an independent Business for its own purposes, including:

(a) managing its direct commercial relationship with Customer;

(b) administering billing and contracts;

(c) communicating with Customer’s business contacts;

(d) managing Grabyo’s corporate, legal and compliance obligations; or

(e) marketing Grabyo’s products and services where permitted by Applicable Law.

Such processing is governed by Grabyo’s Privacy Policy and the CCPA obligations applicable to Grabyo in its capacity as a Business.

Nothing in this Section permits Grabyo to treat Personal Information contained in Content as its own Business data merely because that Content is processed through the Services.

12. Cooperation with compliance activities

To the extent required by the CCPA and taking into account the nature of Grabyo’s processing and information available to it, Grabyo shall provide reasonable information and assistance concerning Personal Information processed for Customer that Customer reasonably requires to complete:

(a) a legally required cybersecurity audit;

(b) a legally required risk assessment; or

(c) compliance obligations relating to automated decision-making technology used through the Services.

Customer shall reimburse Grabyo’s reasonable costs where the assistance is materially beyond the ordinary Services and is not required because of Grabyo’s breach of this Annex or Applicable Law.