Last updated: 1 September 2021
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. This terms of use agreement (this “agreement”) (together with the documents referred to in it) is a legal agreement between you and Cerebriam Studio Ltd a limited company registered in England and Wales under company number 11298954. Our registered address is 20-22 Wenlock Road, London, N1 7GU, UK (“we”, “us” or “our”) for the use of our website: www.web.cerebriam.com and www.cerebriam.com/blog (Our Site), and web application (Platform): www.cerebriam.com (collectively ‘Our Studio’.) By using and/or registering to use Our Studio, you must read, agree with and accept all of the terms and conditions contained in this agreement. This agreement is provided to you and concluded in English. You agree that any use by you of Our Studio shall constitute your acceptance of the agreement. We recommend that you store or print-off a copy of the agreement (including all policies) for your records. If you do not agree to the terms of this agreement, please refrain from using the Our Studio.
1. APPLICABLE TERMS
1.1 This agreement refers to the following additional terms, which also apply to your use of Our Studio: (a) our privacy policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using Our Studio, you consent to such processing and you warrant that all data provided by you is accurate; and (b) our cookie policy, which sets out information about the cookies on Our Studio.
2. ACCESSING THE OUR STUDIO AND USING THE SERVICES
2.1 We have developed Our Studio, using AI technology to automate certain video production techniques requiring only minimal user input, thereby simplifying the technical process of video production, improving the quality and speed of video production, and reducing the cost of the production (together the “Services”).
2.2 You may receive access and direct links to third party services for your benefit and ease of service via Our Studio.
You acknowledge and agree that when you click on a link to a third party website on Our Studio you are leaving Our Studio and entering a third party website which is subject to its own terms and conditions. Please read all third party terms and conditions carefully before using such sites. We accept no responsibility or liability in respect of any events that occur whilst you are using third party platforms and services.
2.3 In consideration of you agreeing to abide by the terms of this agreement, we hereby grant to you a non-exclusive, non-transferable, licence to use Our Studio and the Services on the terms of this agreement. To access and use the Services you must sign up with your name, email address and password to create an account (“Account”). We discourage generic account names and we actively monitor concurrent Account usage. You may log into your Account on multiple devices but you shall not be able to access and use the Services via the same Account from multiple devices at the same time. Dependent on the tier of your Account (as detailed at clause 3.3) you may be authorized to have more than one user (“Seat”) per your Account. The number of Seats per Account shall be determined by your tier and if there are multiple Seats allowed via your Account, each Seat shall need to be a named individual. The original Account holder shall be the lead Seat and shall be able to add a specified number of other Seats (in accordance with the selected tier). Seats may be transferred to new users at any time but shall always be for named individuals and not a generic Seat used by multiple individuals concurrently. Sharing of log-in details with any other user is strictly prohibited in accordance with clause 2.6.
2.4 Access to Our Studio is permitted on a temporary basis and we reserve the right to withdraw or amend the services or functionality that we provide on Our Studio without notice. We will not be liable if for any reason if Our Studio is unavailable at any time or for any period.
2.5 From time to time, we may restrict access to some parts of Our Studio, or the entire Studio, to users who have registered with us. We will use reasonable endeavours to fix issues and bugs in Our Studio as quickly as we can.
2.6 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, and you must not disclose it to any third party. 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 opinion you have failed to comply with any of the provisions of this agreement.
2.7 You must not misuse Our Studio by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to Our Studio, the server on which Our Studio is stored or any server, computer or database connected to Our Studio. You must not attack Our Studio via a denial-of-service attack or a distributed denial-of service attack.
2.8 If you breach clause 2.7, you will be committing a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, we reserve the right to immediately cease your right to use Our Studio.
3. FREE TRIAL, SUBSCRIPTIONS AND FEES
3.1 Free trial for new users. If you are a new user, signing up to Our Studio to use the Services for the first time, once you have created an Account you shall have the option to sign up for a free 14-day trial. A free trial shall consist of free video creation services for up to six files of any supported duration which may be used during the next fourteen (14) days after you have signed up (“Free Trial”). In order to enjoy the Free Trial you may need to enter your payment details but you shall not be charged until after the Free Trial has ended.
3.2 Unless you choose to opt out prior to the Free Trial period ending (i.e. before day fifteen (15)), after your Free Trial ends you shall be automatically subscribed to the Services as further detailed below.
3.3 Subscriptions. If you are migrating from the Free Trial to a subscription plan, you shall be automatically signed up for a monthly subscription where payment is taken upfront at the beginning of each month (the “Monthly Subscription”), or you may choose to upgrade (as detailed below) to an annual subscription with the benefit of a discount and payment upfront annually (the “Annual Subscription”). You can also opt for an Annual Subscription during the Free Trial period (in which case it shall commence automatically after the Free Trial has ended) or at any time thereafter (in which case your upgrade shall commence as soon as you have selected it within in your Account) For the avoidance of doubt there shall be no pro rata fee deductions for upgrades during the middle of the month.
Users on Pay As You Go payment plans may elect to sign up for a Monthly Subscription or an Annual Subscription plan. For the avoidance of doubt, if you are migrating from the Pay As You Go payment plan to a subscription plan you are not a new user and therefore will not be eligible for a free trial.
3.4 Fair use. You will receive unlimited, day-to-day fair use (“Fair Use”) (Fair Use is subject to our discretion) of the Services on specific Monthly Subscription and the Annual Subscription (Studio, Pro, and Enterprise plans). We reserve the right to monitor usage, and if we determine over-use of the Services, going beyond Fair Use, that is equivalent to the High Volume or Archive Use (as defined below) thresholds we shall inform you of your over-use and give you the option to purchase the High Volume or Archive Use add-on(s).
Fair use does not accrue, and resets every billing period (Monthly or Yearly).
| Subscription Type | Fees |
| Monthly Subscription | Please refer to the Pricing Page |
| Annual Subscription (EU Countries only) | Please refer to the Pricing Page |
| Add-on | Fees |
| High Volume: means any video created above the Fair Use limit [during any month]. | Contact us: support [at] cerebriam.co.uk |
| Archive Use: means when you know in advance how many videos and/or the number of hours that need to be created in advance. This feature is for projects with a known volume that is higher than Fair Use. | Contact us: support [at] cerebriam.co.uk |
3.5 If your usage puts system integrity at risk i.e. you upload a large volume of files in a short period of time, we reserves the right to throttle your access to the service to ensure system integrity for all our customers.
4. PAYMENT, UPGRADING AND DOWNGRADING
4.1 If you wish to subscribe for a Monthly Subscription or Annual Subscription, you:
(a) agree to pay to us the relevant Fee as set out on the Pricing Page;and (b) agree and undertake to pay to us (without any deduction) the relevant Fee in advance in full (in GBP, EUR, USD or the equivalent in your local currency based on the conversion rate at the time of payment) and authorise us to collect the full fee from you each month or at the beginning of each year (as applicable) until you cancel your subscription in accordance with clauses 5.3 to 5.6 below; and (c) acknowledge that, subject to clause 5, that the relevant Fees are non-refundable.
4.2 You may upgrade from a Monthly Subscription to an Annual Subscription at any time via your Account. If you upgrade from a Monthly Subscription to an Annual Subscription, we will immediately bill you and you agree to pay to us (without any deduction) the relevant Fee in full at the beginning of the next month when payment of the Fees is due. You may also downgrade from an Annual Subscription to a Monthly Subscription via your Account at the end of the year of your Annual Subscription. The downgrade will take effect from the end of the annual period. Payment will then be taken monthly in accordance with the Monthly Subscription payment plan.
4.3 You may also upgrade from a lower tier plan to a higher tier plan i.e. from Studio to Pro or Enterprise. If you upgrade your tier via your Account you will be immediately charged the pro-rated difference (for the month or the year as applicable) between the two tiers and will immediately receive the extra benefits of your new tier.
4.4 You may also downgrade your tier by selecting to do so via your Account. If you choose to do so, the downgrade will come into effect at the end of the month or the end of the year as applicable in time for your next Fee payment. You shall lose the benefits of the tier from which you have downgraded at this time.
4.5 If you are signed up for a Monthly Subscription, you may pause your Account at any time. The new Fee rate will take effect at the beginning of the next month after you have opted to pause your Account. For the avoidance of doubt you cannot pause your Account if you are signed up to an Annual Subscription. Please contact us if you have problems pausing your account support [at] cerebriam.co.uk
During the pause the following shall occur:
(a) we shall keep your files safe for the period of the pause (however you shall not be able to view or access them); (b) you shall not be able to use the Services.
You can reactivate your Account and end the pause at any time. For the avoidance of doubt you will not receive a refund for any pause Fees paid if you reactivate your Account in the middle of the month, and you shall be charged the Monthly Subscription Fee rate (with no pro-rating).
4.6 We reserve our rights to amend the fees at any time. However, we shall notify you in writing of any change in the Fees and any such change shall take effect at the beginning of the new month for Monthly Subscriptions and the beginning of the New Year for Annual Subscriptions.
4.7 We may offer promotional offers from time to time which may include promo codes or Account credits, and which may be subject to expiration dates and may only be applicable to selected users of Our Studio. We reserve the right to remove Account credits from your Account or end a promotional offer without notice if we believe, at our sole discretion, you are not acting in good faith in relation to the terms of the promotion.
4.8 Payments will be processed by a third party payment processor, Stripe, in accordance with its standard terms and conditions: https://stripe.com/gb/ssa. You hereby give consent:
(a) to us sending you electronic communications (including via email and text) in relation to upcoming and successful payments managed via Our Studio; and (b) for the payment processor to access your bank account which is nominated by you from time to time, and to either deduct or deposit the applicable amount, less any fee which may apply. See the Pricing Page for more information about applicable Fees.
You acknowledge and agree that when using the Stripe service on Our Studio, you will comply with Stripe’s end user licence agreement in respect to your use of the Stripe service. You also acknowledge that Stripe’s privacy policy at: https://stripe.com/gb/privacy shall apply to Stripe’s processing of any personal information you submit to Stripe via Our Studio. We shall not be liable to any person if Stripe or any other payment processor is not able to deduct or deposit any amount due to insufficient funds or incorrect bank account details.
4.9 If the credit card details you have provided us with via your Account are invalid at the point of us charging you for the Fees owed to us, we shall inform you by email. We will make every effort to contact you by email (to the address used to set up your Account) if your card payment fails.
4.10 If your payment fails, after notifying you we shall continue to attempt to take payment up to three (3) times over a period of nine (9) days to allow you to update your payment details before we shall suspend your Account and your access to Our Platform and Services.
4.11 If the card details are not updated after 9 days, we reserve the right to permanently delete your Account and all data and files held within.
5. CANCELLATION AND REFUNDS
Cooling-off period
5.1 If you are a consumer, you have a legal right to cancel a contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below in clause 5.2. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to use the Services, you can notify us of your decision to cancel this agreement and receive a refund for any amount you have already paid minus a pro-rated amount for any use of the Services you have already made during the cooling-off period.
5.2 Your legal right to cancel this agreement starts from the date you sign up for a Free Trial in accordance with clause 3.1 above. You then have a period of fourteen (14) days in which you may cancel (“cooling-off period”).
5.3 To cancel this agreement during the cooling-off period, please do so at any time during the fourteen (14) day period by clicking on the ‘Cancel Subscription’ link on your Account settings page or contact us in writing to tell us by sending an email to: support [at] cerebriam.co.uk. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by email or via your Account, then your cancellation is effective from the date you sent us the email or clicked on the ‘Cancel Subscription’ in your Account settings.
Cancellation after the cooling-off period
5.4 After the expiry of the cooling-off period set out in clause 5.2, you can still cancel your Account at any time by clicking on the ‘Cancel Subscription’ link on your Account settings page. You are solely responsible for properly cancelling your Account. For the avoidance of doubt, the Monthly Subscription automatically renews each month and the Annual Subscription automatically renews each year.
5.5 If you cancel your Monthly Subscription your cancellation will take effect the following month and you will still be charged the Fee for the current month. No refund will be available for any remaining days in the month.
5.6 After each auto-renewal of your Annual Subscription you will have fourteen (14) days in which to cancel your subscription and receive a refund. Please request this in writing [via your Account or] by sending an email to support [at] cerebriam.co.uk. If you request to cancel during the fourteen (14) day period and there is significant use of Our Platform via your Account during this time you may be charged the Monthly Subscription Fee for one month. This shall be at our sole discretion. For the avoidance of doubt if you are charged a Monthly Subscription Fee for one month this shall be deducted from the Annual Subscription amount and you shall receive a refund for the remaining monies. After the fourteen (14) day period you will no longer be eligible for a refund if you choose to cancel your Annual Subscription.
6. YOUR CONTENT AND CONFIDENTIALITY
6.1 Audio/visual/document content submitted to us by you (and any intellectual property rights in it) is owned by you or your licensor. You grant us a non-exclusive license to use that audio/visual/document content solely for the purpose of providing the Services and improving the usability and performance of the Services. Audio/visual content created by you using the Platform (and any intellectual property rights in them) are owned by you, subject to you having paid the Fees required under this agreement.
6.2 We shall have no obligations with respect to the audio/visual material which you submit other than to perform the Services and improve the usability and performance of the Services. You are solely responsible for such material.
7. YOUR INDEMNITIES AND UNDERTAKINGS
7.1 You agree that when using Our Studio you will comply with all applicable laws and this agreement. In particular, but without limitation, you agree not to:
(a) use Our Studio in any unlawful manner or in a manner which promotes or encourages illegal activity; or (b) breach any law, statute, contract, or regulation; (c) act in a manner that is obscene, defamatory, libellous, unlawfully threatening or unlawfully harassing; (d) provide false, inaccurate or misleading information; (e) use an anonymising proxy; or (f) attempt to gain unauthorised access to Our Studio or any networks, servers or computer systems connected to Our Studio. (together the “Restricted Activities”)
7.2 Except as expressly set out in this agreement or as permitted by any local law, you undertake:
(a) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify Our Studio or your access to Our Studio; (b) not to engage in any of the Restricted Activities, nor control an account that is linked to any of the Restricted Activities; (c) not to make alterations to, or modifications of, the whole or any part of Our Studio nor permit Our Studio or any part of it to be combined with, or become incorporated in, any other programs or websites; (d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of Our Studio; (e) to include our copyright notice on all entire and partial copies of Our Studio in any form; or (f) not to provide, or otherwise make available, Our Studio in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us.
7.3 Notwithstanding clause 7.1 and 7.2, you agree to indemnify us in full and on demand from and against any loss, damage, costs or expenses which we suffer or incur directly or indirectly as a result of your use of Our Studio otherwise than in accordance with this agreement or any applicable laws.
7.4 You warrant to us that all the information you provide to us is true and accurate to the best of your knowledge.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 We are the owner or the licensee of all intellectual property rights in Our Studio and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
8.2 The trade marks, service marks, and logos (“Trade Marks”) contained on Our Studio are owned by us. Where they exist, we recognise the respect the rights of other IP holders displayed on our Studio. You cannot use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written consent of us, or the relevant third party.
8.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
8.4 Our status (and that of any identified contributors) as the authors of content on Our Studio must always be acknowledged.
8.5 You must not use any part of the content on Our Studio for commercial purposes without obtaining a licence to do so from us or our licensors.
8.6 If you print off, copy or download any part of Our Studio in breach of this agreement, your right to use Our Studio will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
9. UPLOADING CONTENT TO OUR STUDIO
9.1 Whenever you make use of a feature that allows you to upload content to Our Studio, you must comply with the content standards set out below.
9.2 You warrant that any such contribution does comply with these standards, and you will be liable to us and indemnify us for any breach of this warranty.
9.3 Any content you upload to Our Studio in a public forum will be considered non-confidential and non-proprietary. To the extent it is necessary in order to complete your requests, you grant to us a perpetual, worldwide, non-exclusive, royalty free and fully paid licence to, without limitation, use, sub-licence, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public the content.
9.4 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Our Studio constitutes a violation of their intellectual property rights, or of their right to privacy.
9.5 We have the right to remove any posting you make on Our Studio if, in our opinion, your post does not comply with the content standards set out herein or with any applicable laws.
9.6 You acknowledge and agree that Our Studio acts merely as a passive conduit and/or host for the uploading storage and distribution of such content. Any views expressed by other users on Our Studio do not represent our views or values. We cannot and do not review the content created or uploaded by users, and neither we nor our subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor Our Studio for content that is inappropriate, that does not or might infringe any third party rights, or has otherwise been uploaded in breach of this agreement or applicable law. However, you can notify us of any inappropriate or infringing content by flagging such content on Our Studio.
9.7 You are solely responsible for all of the content that you upload, post or distribute to, on or through Our Studio, and to the extent permissible by law, we exclude all liability with respect to content and the activities of users.
10. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) POLICY
We care about copyright. We reserve the right to take down public content published on the Our Studio or distributed through shared links should we find a breach of terms, as stated in our policy: https://web.cerebriam.com/dmca.
11. CHANGES TO THESE TERMS
We may revise this agreement (or any of the documents referred to in this agreement) at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.
12. DUPLICATE ACCOUNTS
We reserve the right to refuse the creation of duplicate accounts for the same user. In a case where duplicate accounts are detected, we reserve the right to close or merge these duplicate accounts without notification.
13. ELIGIBILITY
13.1 To be eligible for Our Studio, you must (a) be at least 16 years old and (c) agree to the terms of this agreement.
13.2 You further represent and warrant to us that if you are an individual and you open an account with us that you are not acting on behalf of an undisclosed principal or a third party beneficiary.
13.3 You undertake that your login may only be used by you and a login shared by multiple people is not permitted.
14. NO WARRANTY
14.1 Use of Our Studio is at your own risk. Our Studio is provided on an “as is” basis. We do not warrant or guarantee that Our Studio and all or part of its contents will be always available or that its use will not be interrupted.
14.2 You acknowledge that Our Studio may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this agreement.
15. OUR LIABILITY
15.1 Nothing in this agreement excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
15.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to Our Studio or any content on it, whether express or implied.
15.3 Subject to clause 15.1, we will not be liable to any user 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:
(a) use of, or inability to use, Our Studio or the Services; or (b) use of or reliance on any content displayed on Our Studio.
15.4 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Our Studio or to your downloading of any content on it, or on any website linked to it.
15.5 We assume no responsibility for the content of websites linked to Our Studio. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
15.6 Subject to clause 15.1, our maximum aggregate liability under or in connection with this agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £100 or the amount you paid to us in fees in the previous 12 calendar months, whichever is greater.
16. TERMINATION
16.1 Either party may terminate this agreement immediately and without notice to the other party. You may terminate this agreement by deleting your Account and refraining to use Our Studio; however you shall still be liable for the Fees owed as detailed in clauses 3 and 4.
16.2 Upon termination or expiry for any reason:
(a) all rights granted to you under this agreement shall cease; (b) you must cease all activities authorised by this agreement; and (c) you must immediately delete your Account and cease using Our Studio and certify to us that you have done so.
16.3 Please note once you have deleted your Account we shall not be able to recover your files so please download all audio/visual files and documents before you delete your Account.
16.4 We reserve the right to delete your Account on termination of this agreement and for non-payment of the Fees owed in accordance with clauses 3 and 4 of this agreement.
16.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
17. TRANSFER OF RIGHTS AND OBLIGATIONS
17.1 This agreement is binding on you and us and on our respective successors and assignees.
17.2 You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without our prior written consent.
17.3 We may assign, charge, novate or otherwise dispose of this agreement. If this occurs you will be informed in writing by email.
18. GENERAL TERMS
Communications 18.1 We are required to provide certain information to you in writing. By accepting this agreement, you agree that we can communicate with you electronically either by email or by posting notices on Our Studio.
Entire Agreement 18.2 This agreement and any document expressly referred to in it constitutes the whole agreement between us and supersedes any previous discussions, correspondence, arrangements or understandings between us.
Law and Jurisdiction 18.3 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.4 Any dispute or claim arising out of or in connection with this agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
19. CONTACT US
To contact us, please email support [at] cerebriam.co.uk