These Terms and Conditions are a legal agreement between you and elevate.io (elevate.io, we, or us) for your use of the elevate.io software, platform(s), website(s), application(s) or services (the elevate.io Services). They explain how you are (and are not) allowed to use the elevate.io Services, and our rights and responsibilities.

We refer to you in these Terms and Conditions as you or user. The definitions of the terms user, user content are given in the section titled “Definitions. Where we include word(s) in bold and in brackets after a description, we will then use those words to have the described meaning. If we use a word in bold without defining it first, you can find the definitions at the end of these Terms and Conditions (see the section titled “Definitions”). The numbering in these Terms and Conditions is provided for convenience only. The entire document makes up the Terms and Conditions, whether or not it forms part of a numbered section.

Please read these Terms and Conditions carefully before using the elevate.io Services. In particular, you should note that these Terms and Conditions limit our liability (see the section titled “Our responsibility for loss or damage suffered by you”).

These Terms and Conditions refer to the following additional terms, which also apply to your use of the elevate.io Services and which can all be found on our website at www.elevate.io/legal:

Our Privacy Policy (see the section titled “How we may use your personal information”).

Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of the elevate.io Services. When using the elevate.io Services, you must comply with this Accepta

Our Cookie Policy, which sets out information about the cookies used by the elevate.io Services.

Our Data Processing Agreement, which sets out our roles and responsibilities in relation to any personal data you upload or input into the elevate.io Services.

Spark, powered by Blackbird technology, is a web-based video playback platform (accessible at [eva.co]) that allows users to view videos and to create clips of existing videos, including videos which have been published by others (the Spark Services). We are the provider of the Spark Services. The elevate.io Services enable you to publish video content to the Spark Services. If you choose to do so, additional terms will apply (see the section titled “Publishing content to the Spark Services“).

By accessing or using the elevate.io Services, or by clicking “I agree” (or similar wording), you agree that you have read, understand and agree to these Terms and Conditions, our Acceptable Use Policy and our Privacy Policy. If you do not agree to any of these, you must not use the elevate.io Services.

If you use the elevate.io Services on behalf of a business or organisation

1.1

If you use the elevate.io Services without the power to add other users to the project or team, then by doing so you accept these Terms and Conditions on behalf of yourself personally.

1.2

If you use any of the elevate.io Services with the power to add other users to the project or team, then:

by so doing so you accept these Terms and Conditions on behalf of yourself personally and also on behalf of any legal entity that operates your business or organisation (the Organisation). All references to “you” or “user” in these Terms and Conditions refer to you personally and also to the Organisation. You hereby represent and warrant that you have authority to agree to these Terms and Conditions on behalf of the Organisation.
Your Organisation shall be responsible for the actions of all users on any project(s) and team(s) created by you.

We may update these Terms and Conditions

2.1

We may update these Terms and Conditions, our Acceptable Use Policy, our Privacy Policy and/or our Cookie Policy from time to time to clarify them or to reflect changes to the law, or to the elevate.io Services. Every time you wish to use the elevate.io Services, please check these Terms and Conditions to ensure you understand them.

2.2

If you do not agree to the updates you must stop using the elevate.io Services. If you continue to use the elevate.io Services you agree that you have read, understand and agree to the updates.

Who we are

3.1

The elevate.io Services are operated by elevate.io , which is a trading name of Blackbird plc. We are a public limited company registered in England and Wales under company number 3507286 and we have our registered office and main trading office at:

Blackbird plc

LABS House

15-19 Bloomsbury Way

London

WC1A 2TH

United Kingdom

3.2

To contact us, email us at support@elevate.io

The elevate.io Services

4.1

The elevate.io Services are currently made available free of charge. We may amend, suspend or withdraw or restrict the availability of all or any part of the elevate.io Services at any time for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal, where appropriate.

4.2

Any descriptions or illustrations on the elevate.io Services are published for the sole purpose of giving an approximate idea of the elevate.io Services described in them. They will not form part of these Terms and Conditions or have any contractual force.

4.3

The elevate.io Services are not designed for use on all devices and systems. We do not warrant that the elevate.io Services will be compatible with your device or system.

You must keep your account details safe

5.1

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

5.2

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms and Conditions.

5.3

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@elevate.io

You must co-operate with us in your use of the elevate.io Services

6.1

You must cooperate with us in all matters relating to the elevate.io Services.

6.2

You must provide us with such information and materials we may reasonably require in order to supply the elevate.io Services, and ensure that such information is complete and accurate in all material respects.

6.3

You are responsible for obtaining and maintaining all necessary licences, permissions and consents which may be required for your use of the elevate.io Services.

6.4

You must comply with all applicable laws in your use of the elevate.io Services.

Licence to use the elevate.io Services

7.1

We, or our licensors, are the owners or the licensee of all intellectual property rights arising out of or in connection with the elevate.io Services (other than intellectual property rights in any user content provided by you).

7.2

We grant you a non-exclusive, revocable licence to use the elevate.io Services on the basis of, and subject to, these Terms and Conditions. We do not sell the elevate.io Services to you.

7.3

You may not sub-license, assign or otherwise transfer the rights granted in this clause 7.

7.4

You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any user content provided by you to us for the purpose of providing the elevate.io Services to you.

7.5

You agree that we will own all intellectual property rights in any improvements, and that we may incorporate such improvements into the elevate.io Services and make them available to other users. The definition of improvements is given in the section titled “Definitions”.

7.6

To the extent that they do not automatically vest in us, you hereby assign to us (by way of present assignment of future rights where appropriate) absolutely with full title guarantee all your right, title and interest in and to the intellectual property rights in the improvements.

No bots, automated processes, text or data mining, or web scraping

8.1

You shall not use, attempt to use, conduct, facilitate, authorise or permit any of the following in relation to the elevate.io Services:

any text or data mining or web scraping;Your Organisation shall be responsible for the actions of all users on any project(s) and team(s) created by you.
any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology; or
any automated analytical technique aimed at analysing content in digital form to generate information which includes but is not limited to patterns, trends and correlations.

8.2

The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

8.3

This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

We are not responsible for other websites or services

9.1

Where any part of the elevate.io Services contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

User content is not approved by us

10.1

You may encounter user content on the elevate.io Services. You should note that user content is not provided by us and has not been verified or approved by us. The views expressed by users on, or through their use of, the elevate.io Services do not represent our views or values.

How to complain about or report content

11.1

If you become aware of any material on the elevate.io Services that you think may be illegal content, otherwise against the law, or a breach of the elevate.io Acceptable Use Policy or these Terms and Conditions please contact us immediately on support@elevate.io

You must comply with our content standards.

12.1

Whenever you make use of a feature that allows you to upload user content to the elevate.io Services, or to create user content on the elevate.io Services, or to make contact with other users of the elevate.io Services, you must comply with the content standards set out in the elevate.io Acceptable Use Policy. Please see the elevate.io Acceptable Use Policy for further information.

12.2

You warrant that any user content on the elevate.io Services does comply with the content standards set out in the elevate.io Acceptable Use Policy, and you are liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

We may use your user content for the Services

13.1

You retain all of your ownership rights in your user content, but you are required to grant us and any other users of the elevate.io Services to whom you grant or permit access to your user content (including by using any feature of the elevate.io Services) a limited licence to use that user content in relation to the Services.

13.2

The rights you license to us and to other users are described in the section titled “Rights to use user content”.

We may remove your user content

14.1

We may take action if user content which you upload to or create on the elevate.io Services does not comply with these Terms and Conditions.

14.2

We have the right to remove any user content from the Services if we reasonably believe the user content is illegal, against the law, or otherwise does not comply with these Terms and Conditions, including the content standards set out in the elevate.io Acceptable Use Policy.

14.3

Where it is reasonably necessary to comply with our legal obligations, we also have the right to disclose your identity to:

any third party who is claiming that any user content which was uploaded or created by you is illegal or against the law or constitutes a violation of their legal rights, including intellectual property rights, and or of their right to privacy or any other legal right; and/or
any law enforcement agency, regulator or judicial authority (together with other information about your user content and use of our services).

14.4

We may suspend or ban you, or restrict your use of the elevate.io Services if you upload or create any user content which is illegal, against the law or otherwise does not comply with these Terms and Conditions, including the content standards set out in the elevate.io Acceptable Use Policy.

14.5

If we suspend or ban you from using the Services, you are not permitted to use the Services or register again as a new user during the relevant period.

Your rights to claim against us

15.1

If we restrict access to any user content you upload to or create on the elevate.io Services in a way that breaches these Terms and Conditions, you have a right to bring a claim against us for breach of contract.

15.2

If we suspend or ban you from using the elevate.io Services in a way that breaches these Terms and Conditions, you have a right to bring a claim against us for breach of contract.

Rights to user content

16.1

When you upload user content to, or create user content on, the elevate.io Services, you grant us the following rights to use that user content:

a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to use, reproduce, distribute, modify, prepare derivative works of, display, and perform the user content in connection with the elevate.io Services; and
a worldwide, non-exclusive, royalty-free, transferable licence for other users (which may include, where relevant, the general public), as enabled by you, to use the user content in accordance with the functionality of the elevate.io Services.

16.2

The licences in this clause shall continue for as long as you permit the user content to remain on the elevate.io Services.

Disputes with other users in relation to user content

17.1

If you choose to share user content with other users (whether or not this is via the elevate.io Services) you do so at your own risk. Where you make use of a feature or setting which allows other users to modify or otherwise use your user content, you do so at your own risk. We are not responsible for your decisions to share or not to share user content with other users and we shall not be liable to you for their use of the user content within the scope of the licence you grant under these Terms and Conditions. We are not responsible for the actions of any user in relation to your user content in breach of these Terms and Conditions.

17.2

If you choose to share user content with other users for them to use outside of any services provided by us, we are not involved in any licensing arrangements between you and those other users and you are solely responsible for determining, communicating and recording any licensing arrangements between you and those other users.

17.3

You indemnify us for any loss or damage we suffer if you or another user complains to us, or brings a claim against us concerning the licensing arrangements for the use of user content outside of any services provided by us.

Security of user content

18.1

You are solely responsible for securing and backing up your content.

Publishing content to the Spark Services

19.1

If you choose to publish any content to the Spark Services:

The rights you license to us and to other users (as described in the section titled “Rights to use user content”) are extended to the Spark Services and the references to the elevate.io Services in that section are deemed to extend to the Spark Services.a worldwide, non-exclusive, royalty-free, transferable licence for other users (which may include, where relevant, the general public), as enabled by you, to use the user content in accordance with the functionality of the elevate.io Services.
You must ensure that the user content complies with the Spark Content Standards Policy. The Spark Contents Standards Policy is more restrictive than the elevate.io Acceptable Use Policy. Therefore you cannot assume that if your user content is permitted on the elevate.io Services it will be permitted on the Spark Services. Please see the Spark Content Standards Policy for further information.
The Spark Terms and Conditions and Spark Content Moderation and Complaints Policy shall apply in respect of your use of the Spark Services and/or any user content you publish to the Spark Services.
We have the right to remove any user content you may have published to the Spark Services if we reasonably believe that you are in breach of these Terms and Conditions and/or the user content does not comply with the Spark Content Standards Policy, the Spark Terms and Conditions or which is illegal content or against the law.
We may suspend, ban or restrict your access to the elevate.io Services if you publish user content to the Spark Services which does not comply with the Spark Content Standards Policy, the Spark Terms and Conditions or which is illegal content or against the law.
The limitations and exclusions of our liability in these Terms and Conditions shall also apply in respect of your use of the Spark Services.

19.2

You warrant that any user content you publish to the Spark Services does comply with the Spark Content Standards Policy, and you are liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

19.3

Please see the Spark Content Moderation and Complaints Policy for further information about:

how we deal with terrorist content, child sexual abuse material, other priority illegal content, other illegal content and content on the Spark Services which is against the law or which is in breach of the Spark Content Standards Policy. The definitions of the terms terrorist content, child sexual abuse material, priority illegal content, illegal content, and against the law are given in the section titled “Definitions”.
how to make a complaint or appeal our decisions and how we handle complaints;
the factors we will take into account when deciding whether to suspend, ban or restrict your access.

We are not responsible for viruses and you must not introduce them

20.1

We do not guarantee that the elevate.io Services will be secure or free from bugs or viruses.

20.2

You are responsible for configuring your information technology, computer programs and platform to access the elevate.io Services. You should use your own virus protection software.

20.3

You must not misuse the elevate.io Services by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the elevate.io Services, the servers or other infrastructure which are used by the elevate.io Services. You must not attack the elevate.io Services via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the elevate.io Services will cease immediately.

Linking and framing

21.1

You may link to the elevate.io Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it; and otherwise complies with these Terms and Conditions and the elevate.io Acceptable Use Policy. We reserve the right to withdraw linking permission without notice..

21.2

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

21.3

The elevate.io Services must not be framed on any other site or service.

21.4

You warrant that any link you create or share to the elevate.io Services complies with the requirements of this clause, and you are liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Restrictions on your use of the elevate.io Services

22.1

You must not:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and except to the extent we expressly permit:
1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the elevate.io Services in any form or media or by any means; or
2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the elevate.io Services; or
access all or any part of the elevate.io Services in order to build a product or service which competes with the elevate.io Services; or
subject to 25, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the elevate.io Services available to any third party; or
attempt to obtain, or assist third parties in obtaining, access to the elevate.io Services, other than as permitted under these Terms and Conditions; or
introduce or permit the introduction of, any Virus or Vulnerability into the Software or the Supplier's network and information systems.

How we may use your personal information

23.1

We will process your personal information in accordance with the elevate.io Privacy Policy, the terms of which are incorporated into these Terms and Conditions.

23.2

If you use a third party service to register for the elevate.io Services and/or authenticate your identity, we will use and store the information provided by that service in order to set up and/or authenticate your access.

Data Protection

24.1

We and you each agree to comply with our obligations set out in the Data Processing Agreement, which is incorporated into these Terms and Conditions.

Confidentiality

25.1

We and you each undertake that we will not at any time during your use of the elevate.io Services, and for a period of five years after termination of your use of the elevate.io Services disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 25.2.

25.2

We each may disclose the other's confidential information:

to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 25; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

25.3

We may use your confidential information for the purpose of providing the elevate.io Services or as otherwise permitted by these Terms and Conditions.

Our responsibility for loss or damage suffered by you

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

26.1

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

26.2

Subject to clause 26.1, our total liability to you arising under or in connection with the elevate.io Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the greater of £100 or 100% of the total charges paid for your use of the elevate.io Services.

26.3

These Terms and Conditions set out the full extent of our obligations and liabilities in respect of the elevate.io Services. Except as expressly stated in these Terms and Conditions, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the elevate.io Services which might otherwise be implied into, or incorporated in, these Terms and Conditions or any agreement for your use of the elevate.io Services whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

26.4

This clause 26 will survive termination of your use of the elevate.io Services.

Our responsibility for loss or damage suffered by business use

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

27.1

If you are using the elevate.io Services for any commercial or business purposes, you will be deemed to be a business user under these Terms and Conditions.

27.2

If you are a business user, subject to clause 27.1:

We exclude all implied conditions, warranties, representations or other terms that may apply to the elevate.io Services or any content on it.any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology; or
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
1. use of, or inability to use, the elevate.io Services; or
2. use of or reliance on any content displayed on the elevate.io Services.
In particular, we will not be liable for:
1. loss of profits, sales, business, or revenue;
2. business interruption;
3. loss of anticipated savings;
4. loss of use or corruption of software, data or information;
5. loss of business opportunity, goodwill or reputation; or
6. any indirect or consequential loss or damage.

27.3

This clause 27 will survive termination of your use of the elevate.io Services.

Termination, consequences of termination and survival

28.1

Termination. Without limiting any of our other rights, we may suspend or terminate your access to and/or licence to use the elevate.io Services with immediate effect by giving written notice to you if you commit a material breach of any term of these Terms and Conditions and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so.

28.2

Consequences of termination. If we suspend or terminate your access to the elevate.io Services, then for the period of the suspension, or indefinitely for termination:

all rights granted to you under these Terms and Conditions shall cease; and
you must immediately cease all activities authorised by these Terms and Conditions.

28.3

Survival. Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after such termination, or after you cease using the elevate.io Services, will remain in full force and effect.

Definitions

29.1

improvement means any improvement, enhancement or modifications to the elevate.io Services whether following requests or feedback from you or suggestions made by us.

29.2

user means you, as a user of the elevate.io Services (or another user, if implied by the context).

29.3

user content means any data uploaded or inputted by or on behalf of you (or another user, if implied by the context), for the purpose of using the elevate.io Services and any data created on, generated by, or derived from your use of the elevate.io Services.

29.4

terrorist content means content which amounts to an offence set out in Schedule 5 of the Online Safety Act 2023, including encouragement of terrorism and dissemination of terrorist publications.

29.5

child sexual abuse material means content which amounts to an offence set out in Schedule 6 of the Online Safety Act 2023, including offences under the Sexual Offences Act 2003.

29.6

priority illegal content means terrorist content, child sexual abuse material and content which amounts to an offence set out in Schedule 7 of the Online Safety Act 2023, including human trafficking (including sex trafficking or other illegal exploitation), harassment and assisting suicide.

29.7

illegal content means priority illegal content and content which is a criminal offence of the type defined in section 59(5) and (6) of the Online Safety Act 2023 including modern slavery.

29.8

against the law means that the user content gives rise to some liability which is not covered by the definition of illegal content, e.g. copyright infringement and defamation.

General

30.1

Assignment and transfer

We may assign or transfer our rights and obligations under these Terms and Conditions to another entity.
You may only assign or transfer your rights or your obligations under these Terms and Conditions to another person if we agree in writing.

30.2

Waiver. If we do not insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

30.3

Severance. Each paragraph of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

30.4

Entire agreement. These Terms and Conditions set out the entire agreement between you and us in relation to the elevate.io Services. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms and Conditions. These Terms and Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

30.5

Third party rights. The agreement for use of the elevate.io Services is between you and us. No other person has any rights to enforce any of its terms.

30.6

Events outside our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by any act or event beyond our reasonable control (Event Outside Our Control). If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms and Conditions:

we will contact you as soon as reasonably possible to notify you; and
our obligations under these Terms and Conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

30.7

Trade marks. "Blackbird", “elevate”, “elevate.io",

are trade marks of Blackbird plc. You are not permitted to use them without our approval.

30.8

Communications between us. When we refer to "in writing" in these Terms and Conditions, this includes email. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

30.9

Governing law and jurisdiction. These Terms and Conditions and your use of the elevate.io Services is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with these Terms and Conditions and the elevate.io Services to the exclusive jurisdiction of the English courts.