22.1. In this Subscription Agreement, unless the context otherwise requires:
22.2. Confidential Information includes all information exchanges between the parties to this Subscription Agreement, whether in writing, electronically, or orally.
22.3. Data means any data inputted by you or for which you grant Shift72 with access (including through the Website) but excludes any Platform Content
22.4. "End User” shall mean any third party who obtains the Software or the rights to use the Technology solely for use for its own purposes, and not for resale.
22.5. Subscription Agreement means the Subscription Terms and the Special Terms.
22.6. Fees means the set-up costs, subscription fees, support services fees and data overage fees applicable to your Subscription Category, as specified in the Price List and item 7 of the Special Terms.
22.7. Initial Subscription Period means the first 12-month period from the Start Date.
22.8. Platform means the video on demand platform developed by Shift72 for the Subscriber as part of the Subscription.
22.9. Platform Content means the films, material, or other content that you (or any of your Registered Users) place on the Platform.
22.10. Price List means the Shift72 “Shift72 video platform” price list, as provided to you by Shift72.
22.11. Proprietary Rights includes all and any rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, proprietary information (protected under contract or at law), tradenames, domain names, trademarks, logos, service marks, and other similar rights in intellectual property or industrial property.
22.12. Purpose has the meaning given to it in item 5 of the Special Terms.
22.13. Registered Users means the personnel of your organization that you have authorized to access and use the Subscription and/or the Platform.
22.14. Renewed Subscription Period means the period following the expiry of the Initial Subscription Period in respect of which the Subscription is renewed in accordance with clause 11.3.
22.15. Start Date has the meaning given to it in item 2 of the Special Terms.
22.16. Subscription means:
- The bespoke “video on demand” platform development services delivered by Shift72 through the Website, as further described in item 4 of the Special Terms; and
- Your right to access and use the Platform, the Software, and the Support Services in accordance with the terms of this Subscription Agreement
22.17 Subscription Category means the subscription category described in item 4 of the Special Terms, which shall determine the Fees payable by you under this Subscription Agreement.
22.18. Subscription Period means the period from the Start Date until the date on which this Subscription Agreement is terminated in accordance with its terms or by other lawful means.
22.19. Subscription Terms means these subscription terms.
22.20. Software means the video on demand platform development software (and any related software) owned (or licensed) by Shift72 and operated through the Website.
22.21. Subscriber means the person who registers to access and use the Subscription, as specified in item 1 of the Special Terms (and includes the entity or entities for whom that person enters into this Subscription Agreement on behalf of).
22.22. Support Services means the on-going technical support, helpdesk, and training services in relation to the Platform, as offered by Shift72 through the Website and as further described in item 6 of the Special Terms.
22.23. Website means www.shift72.com
22.24. “You” means the Subscriber, Licensee and your company, and as the context permits includes the Registered Users and your has a corresponding meaning.