PLEASE READ THESE TERMS CAREFULLY. THIS IS A BINDING CONTRACT.
1. This agreement is with Unique Digital Software (“Unique”).
2. RosettaLive devices and any other equipment Unique designates as Unique-owned will remain the property of Unique or another company in the Unique group of companies at all times (unless agreed otherwise) and are loaned to you for an initial upfront payment and an on-going hourly usage charge.
3. Each item of equipment loaned to you from time to time is “Loaned Equipment”. Loaned Equipment must not be taken outside the territory to which it is provided for, unless agreed in writing with Unique.
4. Unique may refuse to provide Loaned Equipment for any reason whatsoever without any explanation.
Your responsibilities
5. You must be an operational cinema to receive the Loaned Equipment.
6. You shall, at your own expense:
6.1 source, secure, set-up and maintain a dedicated bandwidth of at least 15 mbps for 2K streaming or 25 mbps for 4K streaming which will be available to Unique for the running of the Loaned Equipment. Any failure of the Loaned Equipment due to bandwidth issues shall not be the responsibility of Unique;
6.2 install the Loaned Equipment, following the instructions of Unique, at the agreed locations within the Cinema;
6.3 be responsible for protecting the content against piracy and shall ensure that the content is not misused, copied or forwarded in anyway;
6.4 inform Unique (via email to support@uniquehelpdesk.com) should the installed Loaned Equipment appear offline and use best efforts to restore online status;
6.5 immediately report to Unique any issues with the Loaned Equipment and adhere to Unique’s advice and instructions in relation to any recommended fix.
7. You are responsible for keeping Loaned Equipment in good condition and using it properly.
8. You are responsible for the content that is streamed over the Loaned Equipment and Unique shall in no way have any responsibility or liability for claims or issues related to content streamed over the Loaned Equipment.
9. Whilst Unique or another company in the Unique group of companies remains the owner, you agree to:
9.1 Not misuse, neglect or damage the Loaned Equipment;
9.2 Not tamper with or disassemble the Loaned Equipment or remove or obscure any labels or markings on the Loaned Equipment;
9.3 Not attempt to open the Loaned Equipment without Unique’s prior written consent;
9.4 Not attempt to reverse engineer the Loaned Equipment;
9.5 Not install any third-party software onto the Loaned Equipment without the prior written consent of Unique;
9.6 Follow Unique’s reasonable instructions regarding the location and placement of Loaned Equipment;
9.7 Allow Unique or another Unique group company to make alternations to or replace the Loaned Equipment if reasonably required. Unique, or a nominated third party, may need reasonable access to your office/business to do this or Unique may need you to follow its reasonable instructions;
9.8 Keep the Loaned Equipment in your nominated cinema and under your control (for example, you may not sell or lend it to anyone or use it as security for a loan);
9.9 Not dispose of the Loaned Equipment unless expressly authorised to do so by Unique;
9.10 Take proper care at all times to prevent the loss or theft of the loaned equipment (Unique recommends you insure Loaned Equipment against loss, theft or damage for the full replacement value); and
9.11 Allow Unique, a member of its group or a nominated third-party to update the software in the Loaned Equipment by sending signals to it. You must not tamper with the software in the Loaned Equipment or allow anyone else to do so.
Support for the Loaned Equipment
10. Unique shall:
10.1 provide instructions to you on how to install the Loaned Equipment;
10.2 ensure the Loaned Equipment is in full working condition when it is provided to you;
10.3 provide on-going support via their Network Operations Centre during the hours of 09:00 – 23:00 GMT;
10.4 inform you should the installed Loaned Equipment appear offline and assist you in restoring the online status; and
10.5 repair or replace any Loaned Equipment that is found to be faulty.
11. The RosettaLive device supports up to 4K streaming at 25 Mbps however Unique has no control over the quality of the content provided by the Distributors and so has no control over the quality of content streamed over the RosettaLive device.
Maintenance of the Loaned Equipment
12. Unique or another company in the Unique group of companies will repair or replace the Loaned Equipment at no cost to you if it becomes faulty unless:
12.1 You are responsible for the fault in which case charges for engineer servicing may apply; or
12.2 Unique have requested that you return the Loaned Equipment to Unique and you have not done so in time.
13. You will be responsible for faults to Loaned Equipment caused by:
13.1 Misuse or neglect of, or accidental or deliberate damage to the Loaned Equipment;
13.2 Your failure to follow Unique’s reasonable instructions regarding the Loaned Equipment;
13.3 Equipment which you own which has not been supplied by Unique;
13.4 Tampering or disassembling the Loaned Equipment without Unique’s consent; and/or
13.5 You doing anything else which is likely to cause damage to the Loaned Equipment, unless this is done at Unique’s request or instruction.
Fees
14. Unique shall provide the Loaned Equipment for an upfront cost and an hourly usage fee. The upfront cost for the first RosettaLive device may be discounted during certain promotional periods.
15. You shall be responsible for the payment of an hourly charge for usage of the Loaned Equipment. The hourly charge shall be payable per RosettaLive device and for the complete hour regardless of whether a complete hour is used (for example if the Loaned Equipment is used for 2 hours and 23 minutes then this shall constitute 3 hours usage).
16. Unique shall invoice on a monthly basis. The invoice will be payable within thirty (30) days of the issue date. Invoices will be in either GBP, EUR or USD. The usage hours shall be included on the invoice.
17. Unique reserves the right to increase the fees on an annual basis in line with the percentage increase in the Consumer Prices Index (or such equivalent measurement) in the Territory for the preceding 12-month period.
18. You shall pay all invoices in full and by way of electronic transfer to Unique’s bank account (as specified by Unique from time to time on the relevant invoice). All sums payable under this Agreement are exclusive of VAT or any relevant local sales taxes, for which you shall be responsible.
Termination and Return of the Loaned Equipment
19. You or Unique can give thirty (30) days’ written notice at any time requiring the termination of this Agreement and the Loaned Equipment to be returned to Unique or another company in the Unique group of companies.
20. Unique shall have the right to immediately terminate this agreement and demand that the Loaned Equipment be returned if the Loaned Equipment has not been used and/or has been inactive for a period of three (3) months or longer.
21. You must return the Loaned Equipment, upon request, in the original packaging via tracked delivery. You must return Loaned Equipment or allow Unique to collect it even if it is being used by you to receive third party retailed content. Unique will not notify third parties on your behalf and you are responsible for managing any subscriptions/orders with third parties. The return of Loaned Equipment does not affect either party’s rights or obligations under any other contracts between the parties.
22. If you fail to return the Loaned Equipment within the time specified by Unique (which shall be at least 30 days after the request is sent) you will have breached these terms. In this case Unique will charge you a sum equivalent to the value of the Loaned Equipment at the date it should have been returned assuming the Loaned Equipment was kept in good condition and used properly as required under conditions 4 to 9 above (the “Non-return Charge”). Unique may add the Non-return Charge to your invoice for any other Unique services you are provided with or raise an invoice directly for the Non-return Charge.
23. Payment of the Non-return Charge does not transfer ownership of Loaned Equipment to you and you must still return the Loaned Equipment to us. If you return the Loaned Equipment within 30 days of being required to do so Unique may credit you the Non-return Charge paid less a reasonable deduction if the Loaned Equipment was not kept in good condition and used properly and in accordance with conditions 4 to 9 above.
24. If Loaned Equipment is lost or stolen you must inform Unique immediately and you will need to pay the Non-return Charge. Once you have paid the Non-return Charge Unique will replace the lost or stolen equipment.
Unique control of the Leasehold Equipment
25. Unique may disable Loaned Equipment to stop it from working:
25.1 any time from seven (7) days after Unique exercise any right it has to restrict the Unique services it is used to receive; in which case it will remain disabled until the restriction is removed; or
25.2 if Unique have requested that you return Loaned Equipment to Unique and you have failed to do so in breach of these conditions, in which case Unique may also take legal action to recover Loaned Equipment from you.
26. Any RosettaLive devices that have been disabled will not be able to receive any content (including third party content) or perform any functions. You must still pay Unique the Non-return Charge (if due) after Loaned Equipment has been disabled.
Unique’s right to vary these terms
27. Unique may change or add to the conditions of this agreement for any of the following reasons:
27.1 Unique products and services are variable in nature (this means they may be changed, altered, improved or added to at Unique’s discretion to ensure customer needs are met and products and services remain competitive);
27.2 Unique intend to change the way it structures its products and services;
27.3 Unique may change the way it provides products and services to you (for example, Unique develops new technology to provide you with a better experience);
27.4 To help improve the security and operation of Unique’s technical infrastructure;
27.5 A reorganisation of Unique’s business;
27.6 Valid legal or regulatory reasons; or
27.7 To make these conditions clearer or easier to understand, to reflect changes in law or to update contracts from time to time so all customers are on the same conditions.
28. Unique supply Loaned Equipment on an ongoing basis and cannot foresee what may change in the future. This means Unique may make changes or additions to any of the conditions for reasons other than those set out in condition 27 above.
29. Unique will notify you in writing (including via email) at least 31 days before any changes or additions to the conditions of this agreement come into effect unless Unique are required to make changes or additions immediately for valid legal or regulatory reasons in which case Unique will try to give you as much reasonably notice as possible. If you object to any change Unique are going to make you should exercise your rights under condition 19 above.
Intellectual Property Rights
30. You acknowledge and agree that nothing in this Agreement shall operate to transfer, assign, and license or grant any Intellectual Property Rights to you or any other person or entity and nothing contained in this Agreement is intended to convey or will convey to you any ownership or other proprietary interests in any of the Loaned Equipment or other intellectual property belonging to Unique or its group companies.
31. You hereby acknowledge that:
31.1 all IPR in the Loaned Equipment is the property of Unique (nothing in this Agreement shall operate to transfer, assign, licence or grant any IPR related to the Loaned Equipment to you); and
31.2 you have no rights whatsoever to the Loaned Equipment other than as expressly granted under this Agreement.
32. You acknowledge and agree that:
32.1 all right, title and interest in and to the “Unique” “Unique X”, “Unique Digital”, and “RosettaLive” names and/or logos remain solely, legally and beneficially in Unique;
32.2 you do not by virtue of this Agreement obtain any right, title or interest in or to the “Unique”, “Unique X”, “Unique Digital”, and “RosettaLive” names and/or logos; and
32.3 you shall not use the “Unique”, “Unique X”, “Unique Digital”, and “RosettaLive” names and/or logos without the prior, written consent of Unique.
Confidentiality
33. You may have access to Unique’s Confidential Information under this Agreement. Unique's Confidential Information shall not include information that:
33.1 is or becomes publicly known through no act or omission of you; or
33.2 was in your lawful possession prior to the disclosure; or
33.3 is lawfully disclosed to you by a third party without restriction on disclosure; or
33.4 is independently developed by you, which independent development can be shown by written evidence; or
33.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
34. You shall hold Unique's Confidential Information in confidence and, unless required by law, not make Unique's Confidential Information available to any third party or use Unique's Confidential Information for any purpose other than the implementation of this Agreement.
35. You agree to take all steps to ensure that Unique's Confidential Information to which you have access is not disclosed or distributed by your employees or agents in violation of the terms of this Agreement.
36. Other than as may be required by law, or governmental authority, or to enforce your rights hereunder, you shall not, without the express written consent of Unique, divulge, announce or disseminate, or in any manner disclose the content of the Agreement to any third party.
37. Conditions 33 to 37 shall survive termination of this Agreement for any reason.
Data Protection
38. Please refer to the Unique Privacy and Cookies Notice (available at https://uniquex.com/privacy-policy/) for information about the use of your personal information by Unique and its group companies.
Liability
39. None of Unique or any of it’s group companies will be liable under this agreement for:
39.1 The act of requesting the return of Loaned Equipment, disabling Loaned Equipment or taking legal action to recover Loaned Equipment from you (unless done in breach of this agreement);
39.2 Any delay or failure by Unique to supply, repair or replace Loaned Equipment caused by events outside Unique’s reasonable control. Matters outside Unique’s reasonable control include (but are not limited to) severe weather conditions, epidemic, pandemic, civil disorder, terrorist activity, war, and government action;
39.3 Any loss or damage caused by them or any of their respective officers, employees or agents in circumstances where:
a) There is no breach of a legal obligation or legal duty of care owed to you by them (as the case may be) or by any of their respective employees or agents; or
b) Such loss or damage was not contemplated by both you and us at the time we entered into this agreement.
39.4 Any loss or damage caused by them or any of their respective employees or agents to the extent that such loss or damage results from any breach by you of these conditions, unless they or their employees or agents were in breach of a legal obligation or duty of care owed by them and that breach is the most significant cause of the loss or damage.
40. Unique shall have no liability to you for any lost screenings, lost revenue, lost ticket sales or any other costs that you may have incurred as part of any screening.
41. Unique shall have no liability as to the content streamed over the Loaned Equipment or the quality of the content streamed over the Loaned Equipment.
42. Unique shall have no liability whatsoever resulting from a failure to provide the Loaned Equipment, provided that, in the event of such a failure, Unique has:
42.1 used its reasonable endeavours to remedy such a failure; and
42.2 you have provided your reasonable assistance to Unique.
43. Unique shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
43.1 special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
43.2 loss of profits;
43.3 loss of anticipated savings;
43.4 loss of business opportunity;
43.5 loss of goodwill;
43.6 loss or corruption of data,
provided that this condition 43 shall not prevent claims for loss of or damage to the your tangible property that fall within the terms of condition 44 or any other claims for direct financial loss that are not excluded by any of conditions 43.1 to 43.6 above, inclusive of this condition 43.
44. The total liability of Unique, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fees paid by you in the immediately preceding twelve months; and
44.1 You agree that, in entering into this Agreement, you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if you did rely on any representations, whether written or oral, not expressly set out in this Agreement) that you shall have no remedy in respect of such representations and (in either case) Unique shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.
45. All dates supplied by Unique for the delivery of the Loaned Equipment shall be treated as approximate only. Unique shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
46. Conditions 39 to 46 shall not affect any liability Unique may have to you for death or personal injury as a result of Unique’s, or any of its group companies, negligence, or for their fraud or fraudulent misrepresentation or for any other liability which may not be excluded by law.
General
47. Each party agrees not to (and shall ensure that its officers, agents and advisers do not) disclose the relationship between the parties without first obtaining the written consent (which shall not be unreasonably withheld or delayed) of the other. Notwithstanding the above, where a party is legally obliged to disclose the relationship between the parties, then that party shall promptly notify the other.
48. Except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or any court or other authority of competent jurisdiction, neither party shall make, or permit any person to make, any public announcement or advertisement involving the other party’s trademarks, company name (in full or in abbreviated form), or other mentions of such party’s products or, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). Each party shall use its reasonable endeavours to send such planned public announcement or advertisement in good time to the other party before the planned publication date in order to obtain the other party’s approval.
49. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
50. Where Unique are required under this agreement to give you notice, Unique will give you this notice by letter or email, via a message in the message centre or elsewhere within Unique’s online customer account or on your monthly bill. You can write to Unique at Unique Digital Software Limited, South Wing Floor Two Parkway 2, Parkway Business Centre, Princess Road, Manchester, England, M14 7LU or e-mail Unique at support@uniquehelpdesk.com. Notice given by these means will not be effective until Unique have acknowledged receipt of your notice.
51. Unique can transfer their rights and/or obligations under this agreement to any member of the Unique group of companies or any other company, firm or person either as a variation to this agreement or as a new agreement provided in either case this does not affect your rights under this agreement in a negative way.
52. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
53. Please ensure you have read these terms carefully as clicking the box to accept will constitute a binding contract.
54. When using RosettaLive or opening an account with Unique on behalf of a company, entity, or organization (collectively, “Subscribing Organisation”), you represent and warrant that you:
54.1 are an authorized representative of that Subscribing Organisation with the authority to bind that organisation to these Terms; and
54.2 agree to these Terms on behalf of such Subscribing Organisation.