Plotto Agreement

1. Introduction

a. These terms form an agreement (the “Agreement”) which sets out your rights and obligations, and those of Plotto ("Plotto", "we" or "us"), in relation to this site (the "Plotto site") and the services offered by us through or in connection with it (the "Plotto service").

b. You must take the time to read and understand the Agreement before registering for the Plotto service. By registering, you accept that you are entering into a contract with us on the terms of this Agreement.

c. Note that the Plotto service is intended to be used by businesses, rather than by consumers.

d. Plotto is a trading name of Plotto Limited, a company registered in England and Wales under registration number 09430557; the address of our registered office is 8 Lincoln’s Inn Fields, London WC2A 3BP.  Our VAT registration number is 211625645.

e. When we refer to "Plotto" in this Agreement, we mean us, the Plotto site and/or the Plotto service, according to the context.

f. Please note that parts of the Plotto service are currently in "beta" test form, and that aspects of them are not completely final, and may have bugs or be difficult to use.

g. While they are in "beta" test form, we reserve the right to withdraw or limit access to parts of the Plotto service with or without notice to you.  

2. Obtaining an Account

a. A person who or entity which registers with Plotto establishes an "Account", and becomes a "Plotto Customer".  Each Plotto Customer must be legally entitled to contract for and use Plotto.

b. Where the Plotto Customer is a limited company, partnership or other entity (an “entity”), you undertake that:

i. you are entitled to enter into this Agreement on behalf of the entity; 
ii. the entity will be bound to this Agreement in the same way as you; and
iii. this Agreement will accordingly be enforceable both against you and the entity.

c. Note that Plotto is intended for Plotto Customers which are businesses.

d. To become a Plotto Customer, a user must:

i. establish an Account, providing all requested information accurately and completely; 
ii. select a Plotto customer plan from any options we make available (the “selected customer plan”); and
iii. if so required by us, submit the Plotto Customer’s online services (website, app and any other) (together, the “customer site”) for approval by Plotto, which shall be entitled to decline to provide the Plotto service in respect of a customer site which does not meet with Plotto’s approval.

e. Plotto does not cap the number of individual users of an Account.  It is the Plotto Customer’s responsibility to ensure that each individual user who has access to the Account is authorised to do so, and has the Plotto Customer’s authority to act on behalf of the Plotto Customer in his/her use of the Account.   Accordingly, the Plotto Customer must control access to the Account; Plotto is not responsible for doing so.

f. As part of the registration process for the Plotto service, you and individual users of an Account may receive a verification email, the purpose of which is to take reasonable steps to ensure that the email address you have nominated is controlled by you.  You and individual users must follow any verification procedures we specify. 

g. Each Plotto Customer acknowledges that Plotto has the right in its absolute discretion to reject:

i. any Plotto Customer, and/or
ii. any customer site,

and to require it not to participate in the Plotto service and to take steps to prevent it from doing so, in particular (but without limitation) if Plotto finds that the Plotto Customer, its customer site or Requests have breached any of Plotto’s content rules.

3. Basics of the Plotto service

a. Plotto is a venue where Plotto Customers are enabled to:

i. Create and manage video survey projects; 
ii. Create video requests (each a “Request”) to go to individuals selected by Plotto Customers to contribute to a Project (“Contributors”); 
iii. Send the Request to Contributors, who may then record and upload their video responses to the Request (each a “Contribution”); 
iv. Search, categorize and share Contributions by means of an online dashboard accessible through the Plotto Customer’s Account (the “Plotto dashboard”).

b. It is the Plotto Customer’s obligation to ensure that it has adequate arrangements in place with each Contributor to permit:

i. the use which is to be made of Contributions, whether by the Plotto Customer or any other person; 
ii. any distribution or showing of Contributions; 
iii. the storage, processing and dissemination of any personal data included in or related to Contributions, including personal data of the Contributor, (“Contribution Personal Data”); and
iv. any other activities which are undertaken in relation to Contributions or Contribution Personal Data.

c. Plotto’s Privacy Policy – specifies how we handle personal data.

d. This Agreement and Plotto Customers’ participation in the Plotto service continues until terminated by either Plotto or the Plotto Customer.

4. Content-related

a. Plotto does not have any responsibility or liability whatsoever for any material of any kind contained, or linked or referred to, in any Request (“Request Content”) or Contribution, including Contribution Personal Data, (together “Contribution Content”).

b. Accordingly, the Plotto Customer undertakes that:

i. its Request Content; and
ii. it shall use best endeavours to ensure that Contribution Content,

do not and will not infringe Plotto’s content rules, and the Plotto Customer acknowledges that we shall be entitled (but shall not be obliged), without notice to the Plotto Customer, to prevent the Plotto Customer from accessing its Account and/or Plotto dashboard in the event that any Contribution Content or Request Content is notified to us as infringing any of those content rules.  

c. Plotto’s content rules are that material must not, and must not appear to us to:

i. infringe anyone’s copyright
ii. infringe any other rights, such as a trademark, of any person or entity or a duty owed to any person or entity, such as a duty of confidentiality; 
iii. require the payment of any royalty or other sum by us or any end-user in connection with its use; 
iv. contravene any applicable law (including, without limitation, any criminal law) or regulation; 
v. include anything that is false, inaccurate, misleading, offensive, abusive, threatening or defamatory, or that might cause needless annoyance, inconvenience or distress to any person; 
vi. contain any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information; 
vii. misrepresent anyone’s identity in any way or impersonate any person; 
viii. include any material containing personally identifying information about another person, such as their name, address, phone number, or email address, except with the demonstrable approval of that person; 
ix. contain material which is pornographic, obscene, indecent or offensive, which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or that may incite hatred or violence against any person or group; 
x. harass, upset, embarrass, alarm or annoy any person; 
xi. give the impression that it emanates from or is approved by Plotto; 
xii. advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse; 
xiii. be inappropriate to be accessed by any person likely to view it; 
xiv. infringe any reasonable requirements which we may notify from time to time; or
xv. interfere with the proper working of Plotto.

d. Requests will include a link to usage information for Contributors provided by the Plotto Customer in the course of establishing a Project (“Usage Information”).  The Plotto Customer must ensure that the Usage Information includes all information which is required to satisfy its obligations to Contributors.  Plotto does not undertake that Plotto’s template for the provision of Usage Information is a complete statement of the information which the Plotto Customer may be required to provide to Contributors.  For the avoidance of doubt, this sub-clause d. is without prejudice to sub-clause 3 b. above.

e. Each Plotto Customer agrees to indemnify Plotto against all liabilities, claims and expenses that may arise out of or in connection with:

i. any breach of this Agreement by the Plotto Customer or through the Plotto Customer’s Account; 
ii. that Plotto Customer’s Request Content; or
iii. any Contributor’s Contribution Content.

f. It is prohibited to serve, and each Plotto Customer must prevent the serving of, any additional video or advertising (by means of techniques such as wrapping a Request in an additional player or the implementation of ad code) which runs prior to, or in conjunction with, the loading of the Request.

5. Charges and payments

a. The Plotto Customer’s selected customer plan specifies the price payable:

i. for the specified period (for example, month or year) of participation in that customer plan (the “periodic charge”); and
ii. (where available) for the conduct of a specific project (based on a maximum permitted number of Requests) using Plotto (the “project charge”).

b. Unless Plotto agrees to the payment of periodic or project charges by invoice, the Plotto Customer must supply us with details of a payment method, such as a credit or debit card, which we accept at the time when you register it with us (your “payment method”) and other requested details so that we may charge you in accordance with this Agreement.  In the event that you supply or attempt to use an invalid payment method, or payment is not for any reason received by us, your use of the Plotto service may be prevented.  If we suspect that a Plotto Customer’s payment method belongs to someone else or is one which the Plotto Customer is not entitled to use, we reserve the right to suspend the Plotto Customer’s Account and use of the Plotto services at any time.

c. All periodic and project charges must be paid in advance.

d. All amounts payable under this Agreement are exclusive of any Value Added Tax (or similar tax) that may be payable, which shall be paid in addition at the rate and in the manner required by law.

e. Note that we are entitled to treat anything done through a Plotto Customer's Account as having been done by the Plotto Customer; it is up to the Plotto Customer to maintain the security of that Account.

6. Intellectual Property etc

a. Plotto grants to the Plotto Customer a non-transferable, non-exclusive, terminable, non-sublicensable licence to use the parts of the Plotto service originated by Plotto and which are made available to the Plotto Customer under or in connection with this Agreement, (together, “Plotto licensed material”), solely for the purposes of using Plotto services in accordance with this Agreement.

b. The Plotto licensed material, and any Plotto documentation or Plotto-related salesresources made available to the Plotto Customer, may not be copied or distributed, or used for any purpose other than for the purpose of using the Plotto service in accordance with this Agreement.  You may not reverse engineer, decompile or disassemble any of the Plotto licensed material, save to the extent expressly permitted by applicable law.  We are not an internet service provider, nor a vendor of consumer software. In order to avail of the Plotto service, you must have internet access and all the software (and skills) required for the use of the Plotto service and the Plotto licensed material via the internet.

c. We will use commercially reasonable efforts to ensure that the Plotto Customer’s Account is available through the Plotto site at least 99% of the time, calculated on a calendar monthly basis and as measured by Plotto; time when the Plotto Customer’s Account is not available through the Plotto site in any month is referred to as “downtime”.  Such downtime will exclude time (i) required for routine system maintenance (it being understood that Plotto will notify the Plotto Customer at least two (2) days prior to any such routine maintenance), or (ii) resulting from technical malfunctions in Plotto’s systems or the systems of any third party, or (iii) resulting from any other circumstances beyond Plotto’s reasonable control (including, without limitation, Internet delays, network congestion, ISP malfunctions, and youtube unavailability).  In the event that downtime exceeds 1% in any calendar month (a “default month”), then Plotto will provide any Plotto Customer with a reduction in the periodic charge, credited against the next periodic charge payable by the Plotto Customer, in an amount equal to (i) rounded to the nearest hour, the length of any downtime in the default month to the extent that it exceeds 1% downtime in that default month, multiplied by (ii) 0.1% of the periodic charge per hour of such downtime.  The credit set out in this sub-clause c. is the Plotto Customers’ sole and exclusive remedy, and Plotto’s entire liability, for any and all unavailability and downtime of the Plotto service or any part of it.

7. Termination and suspension

a. We shall be entitled to terminate any Plotto Customer’s use of all or part of the Plotto service by at least 14 days’ notice given through the Plotto Customer’s Plotto dashboard and by email to the Plotto Customer email address specified in the Plotto Customer’s Plotto dashboard.  If the Plotto Customer has paid:

i. a periodic subscription (such as an annual subscription), Plotto’s notice of termination will take effect at the end of the then-current subscription period; or
ii. a project subscription, Plotto’s notice of termination will take effect on the earlier of (a) 30 days after Plotto’s notice, or (b) when the relevant project completes.

b. The Plotto Customer’s entitlement to use the Plotto service automatically terminates when the period to which the Plotto Customer’s periodic or project charge relates expires, without being renewed.

c. Each Plotto Customer may unilaterally terminate participation in the Plotto service by emailing Plotto at activation@plotto.com to confirm such termination.

d. Upon termination of a Plotto Customer’s participation in the Plotto service the Plotto Customer ceases to have the right or ability to use any of the services referred to in sub-clause 3a. above, its Account and Plotto dashboard.

e. It is the Plotto Customer’s responsibility to ensure, prior to the termination of the Plotto Customer’s participation in the Plotto service, that any data held in or accessible through its Account or Plotto dashboard which the Plotto Customer wishes to continue to have access to is copied or otherwise exported to another system accessible to the Plotto Customer, as the Plotto Customer will no longer have access to its Account or Plotto dashboard following such termination.  The Plotto Customer may continue to have access to Requests and Contributions through You Tube.  Note, however, that Plotto takes no responsibility for such accessibility, the availability of youtube, the policies which may be undertaken by the proprietors of youtube in respect of content which appears there, nor any other aspect of youtube or any other third party service.

f. For the avoidance of doubt, at any time following the termination of a Plotto Customer’s participation in the Plotto service, Plotto may, but shall not be obliged to, delete irreversibly from its systems Request Content and Contribution Content, and any or all other data relating to the Plotto Customer’s Account, without notice to the Plotto Customer.

g. Plotto is entitled to suspend provision of the Plotto service to or for the benefit of a Plotto Customer immediately, giving notice of the suspension through the Plotto Customer’s Plotto dashboard and by email to the Plotto Customer email address specified in the Plotto Customer’s Plotto dashboard at any time if: (a) Plotto is obliged or advised to comply with an order, instruction or request of the government, regulator, court or other competent authority; (b) Plotto has cause to believe in its reasonable opinion that the Plotto Customer is in breach of any of its obligations under this Agreement; or (c) the services of one or more of the businesses upon which the provision of Plotto service is dependent suspends its provision of those services to Plotto.  If a suspension under this sub-clause g. continues for seven days or more, Plotto shall be entitled immediately to terminate the Plotto Customer’s participation in the Plotto service by notice given through the Plotto Customer’s Plotto dashboard and by email to the Plotto Customer email address specified in the Plotto Customer’s Plotto dashboard.

h. Suspension or termination of the provision of the Plotto service or of the Plotto Customer’s participation in the Plotto service does not entitle the Plotto Customer to any refund of periodic and project charges.

8. Liability

a. We warrant that the Plotto service will be performed with reasonable care and skill with the intention of meeting our specifications for the Plotto service, but we cannot and do not guarantee that the Plotto service will meet a Plotto Customer’s requirements.

b. Nothing in this Agreement shall exclude or restrict Plotto’s liability for death or personal injury resulting from its negligence.

c. We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:

i. for any loss of revenue, business, anticipated savings or profits, or
ii. for any indirect, special or consequential loss damage, costs or other claims,

howsoever caused or arising, whether through the non-supply or late supply of the Plotto service or other non-performance of this Agreement or otherwise.

e. Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.

f. The provisions of this clause 8 shall survive the termination or expiry of this Agreement.

9. General

a. Each party (“disclosee”) shall keep confidential all Confidential Information of the other party (“discloser”) and shall not disclose any such Confidential Information save to such employees, agents or sub-contractors of the disclosee who need to know the same for the purposes of this Agreement. For the purposes of this sub-clause a., "Confidential Information" means all information which is expressed to be or ought reasonably to be regarded as the confidential information of the discloser (including, without limitation, business or financial details and arrangements of the discloser).

b. Plotto reserves the right to change this Agreement from time to time, and post the new version on the Plotto service. When we do so, we will notify you of the fact that there are changed terms by means of a message in your Plotto dashboard or your Account, and the new version of these terms and conditions will take effect, and will govern all Plotto services and your relationship with us commencing 14 days after the date of such message posting (or such later date as we indicate in that message); if you do not wish to be governed by the new version of the Agreement, you may notify us on or before the date when the new version of the Agreement is to take effect, and from that date you must cease to use the Plotto service.

c. Plotto reserves the right to withdraw or modify one or more aspects of the Plotto service, or the entirety of it, where we have legal or commercial reasons to do so.  There may also be times when the Plotto service becomes inaccessible or is impaired as a result of technical or commercial difficulties; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. For security or other reasons, we may require you to change password or other information which facilitates access to the Plotto service.

d. Plotto’s performance of any obligation under this Agreement shall be excused to the extent that it is hindered, delayed or otherwise made impractical by the acts or omissions of a Plotto Customer or a Contributor, or any other cause beyond the reasonable control of Plotto.

e. All amounts payable under this Agreement are stated exclusive of any Value Added Tax (or similar tax) that may be payable. Each Plotto Customer agrees to pay all such tax at the rate and in the manner required by law.

f. Unless otherwise stated in this Agreement, all notices to be given under this Agreement will be communicated through the Plotto Customer’s Account or using contact information specified in the Plotto Customer’s Account.

g. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and (in relation to such subject matter) supersedes all prior discussions, understandings and agreements between the parties and their agents (or any of them) and all prior representations and expressions of opinion by either party (or its agents) to the other party (or its agents), save that neither party shall limit or exclude or be deemed to limit or exclude any fraud or fraudulent representation by that party (or its agents) to the other party (or its agents) by this sub-clause g.

h. If any provision of this Agreement is or becomes invalid or illegal in any respect such provision shall be deemed to be severed from this Agreement but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

i. A failure by either party to exercise and any delay forbearance or indulgence by either party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time.

j. Plotto shall be entitled to sub-contract the performance of any of its obligations under this Agreement, and (provided it notifies the Plotto Customer thereof) to assign all or any of its rights and obligations under this Agreement. The Plotto Customer shall not assign or otherwise transfer any of its rights and obligations under this Agreement to any other person without the prior written consent of Plotto.

k. The headings in this Agreement are included for convenience only and shall not affect the construction of the Agreement. Words and phrases accorded a particular meaning in any clause shall (unless the context otherwise requires) be accorded that meaning when they appear elsewhere in the Agreement.

l. This Agreement shall be governed by English law. All disputes arising out of or in connection with this Agreement shall be subject to the non-exclusive jurisdiction of the Courts of England.

m. In addition to any other right to terminate this Agreement, either party to this Agreement (the “wronged party”) shall also be entitled forthwith to terminate this Agreement by notice to the other party (the “wrongful party”) if: (i) the wrongful party breaches this Agreement or any other agreement between the parties and fails to remedy the same within 10 days after receipt from the wronged party of a written notice giving particulars of the breach and requiring it to be remedied; or (ii) the wrongful party commits any breach of this Agreement or any such other agreement which is not capable of remedy.

n. Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer.  It is offered in English only.