Duwio Terms of Use

1. Who we are and how to contact us

Duwio is operated by Spacesuit Media Limited (“us” / “we” / “our” / “Spacesuit”). We are registered in England and Wales. Our registered company number is 10017634. Our registered office is at The Oast EMR Centre, New Road, East Malling, Kent, England, ME19 6BJ.

If you have any questions or concerns about Duwio you can contact us at hello@spacesuitmedia.com.

2. Privacy and other terms that may apply to you

In addition to these Terms of Use, our Privacy Policy also applies to your use of Duwio. Our Privacy Policy explains how we collect, use and store your personal data.

Important: If you are using Duwio as a consumer (rather than for business purposes), our Subscriber Policy also applies to you. The Subscriber Policy sets out the additional rights you have under consumer law.

If you have entered into our Client Subscription Agreement or any other written and signed agreement with us relating to the use of Duwio (referred to in these terms as a “Master Agreement”), then should any of the terms of these Terms of Use conflict with any of the terms contained in any Master Agreement, then the Master Agreement terms, to the extent there is a conflict, will prevail.

These Terms of Use and the documents referred to above constitute the entire agreement between you and us. No terms contained on your purchase order, order acceptance forms, invoices or other document which is issued by you but not signed by us shall apply to, supplement or supersede these Terms of Use or any signed agreement in place between us.

3. Provision and availability of Duwio

Duwio is primarily an online image management platform. You are responsible for making all arrangements necessary for you to have access to Duwio including without limitation suitable internet connection and other technology.

We will use reasonable skill and care in making Duwio available for access by you via the internet but we do not guarantee that Duwio, or any services or content / images on it or accessible via it, will always be available, uninterrupted, accurate, complete or error-free. We may suspend or restrict the availability of all or any part of Duwio for maintenance or for other business and operational reasons. We will try to give you reasonable notice of any suspension or restriction and to minimise the duration of any suspension or restriction.

4. Your responsibilities and your Duwio account

You are responsible for complying with all applicable laws in relation to your use of Duwio (including any third-party services and content accessed by you via Duwio) and these Terms of Use, and for ensuring that Duwio (and any services and images selected and/or accessed by you using Duwio) is sufficient for your requirements.

If you choose, or you are provided with, a username and password or any other piece of access information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party or allow any other person to use it to access Duwio or otherwise.

We have the right to disable any username and 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 of Use or any other terms in place between you and us.

You are responsible for any activity performed using your username, password, or access credentials.

If you know or suspect that anyone other than you knows or has access to your username and password or access credentials, you must promptly notify us.

5. Sharing and use of images

You acknowledge that Duwio enables the communication and sharing of images between you and other users of Duwio. We do not verify or approve any images uploaded by any users and we are not responsible for such images, or for your use, or the use by other users, of such images.

Depending on the Duwio account you have, you may use Duwio to upload, download, copy and/or share still and moving imagery that belong to you or your licensors (“Your Images”). You and your licensors retain full ownership of Your Images, and we don’t claim any ownership to them. You agree not to copy, upload, download or share Your Images via Duwio unless you have the right to do so.

You grant us a worldwide, royalty-free, sublicensable, transferrable and irrevocable licence to use Your Images as we, acting reasonably, see fit for the purposes of providing Duwio and any related services to you, and for exercising our rights and for complying with any applicable laws.

You agree on an ongoing basis that you will:

• when sharing Your Images via Duwio with other users, be responsible for agreeing with those users the usage rights they have with respect to such images;
• when other third-party users share their images with you via Duwio, comply with any usage rights you have agreed to with such third-party users when using those images;
• remain responsible for Your Images and will ensure that you have obtained all rights and consents necessary for us to handle and process Your Images;
• as a data controller of any personal data contained in Your Images, comply with any data protection and privacy legislation or any other laws or regulations worldwide that relate to the handling and the processing of Your Images and ensure that we have the necessary rights and consents to process that personal data for the purposes described in these Terms of Use and our Privacy Policy;
• ensure that Your Images are not threatening, defamatory, obscene, offensive, abusive, discriminatory, inflammatory, blasphemous, in breach of confidence, objectionable and do not contain any software or other material protected by copyright or any other form of intellectual property right unless you own or control such rights or have received all necessary licences and/or approvals; and
• maintain complete back-up copies of Your Images to enable you to recover them in the event of any loss or corruption of Your Images on Duwio.

You acknowledge that where we make Your Images available to other users of Duwio with your permission and/or at your request when you are using Duwio, we will not be responsible for the use of Your Images by those third parties.

6. Acceptable use

You agree not to misuse Duwio or any third-party services accessible via Duwio. The following acceptable use standards apply to your use of Duwio, the third-party services and content accessible via Duwio and Your Images.

You may not use Duwio or the third-party services or content or provide any of Your Images in any way that:

• breaches any local, national or international law or regulation;
• is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
• infringes the rights, including intellectual property rights, of others;
• has the purpose of harming or attempting to harm others in any way;
• transmits, or procures the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam) or any altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
• transmits, sends or uploads any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, malware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware including by overloading, flooding, spamming, or mail-bombing any part of the services;
• breaches or seeks to breach or otherwise circumvent any security or authentication measures;
• accesses or searches Duwio by any means other than our publicly supported interfaces (for example, "scraping"); or
• impersonates or misrepresents your affiliation with any person or entity.

7. Third-party services

We may from time to time enable you to access and use third-party services (such as Squarespace, Wordpress, our payment module provider, and Google or Apple login services) via Duwio. These third-party services will be governed by separate licence terms and terms of use set by the applicable third parties. You agree to comply with those third-party terms and to indemnify us against any claims, loss, liability, costs and expenses incurred as a result of a breach by you of such licence terms or terms of use.

Any third-party services are the responsibility of the applicable third-party licensor. We give no warranties and make no representations (be it express or implied) and will have no liability to you in relation to any third-party services which are accessed via Duwio.

8. Links to third-party websites and apps

Where Duwio contains links to third-party websites, web services or mobile apps, these are provided solely as a convenience to you. If you use these links, you will leave our secure environment. We do not control, endorse or accept any responsibility for these third-party sites or the information, software, services or materials found there, nor any results that may be obtained from using them.

Unless you have received our prior written permission, you must not establish a hyperlink, frame, metatag, or similar reference, electronically or otherwise, to Duwio.

9. Intellectual property rights in Duwio

All rights (including but not limited to intellectual property rights and moral rights), title and interest anywhere in the world in and to Duwio and any modifications, customisations, configurations and derivative works of Duwio (but excluding Your Images and any content and images of other third-party users) are the exclusive property of us and our related entities and licensors. Save for the limited licence granted to you below, all such rights in and to Duwio are reserved by us and our licensors.

We grant you a limited, non-exclusive, revocable licence to access and use Duwio in accordance with these Terms of Use and the scope and functionality of the applicable Duwio account provided to you. This licence will remain in effect until your agreement with us expires or is terminated or unless we suspend your account or your access to Duwio as described in these Terms of Use or any Master Agreement. This licence does not grant you any ownership rights or any other right or licence of any kind including, without limitation, any right to obtain any source code, data or other technical materials in relation to Duwio.

You agree that you will not (and will not allow others to):

• permit any third party (other than your authorised users) to access or use Duwio;
• modify, adapt, alter, copy, make derivative works, translate, reverse engineer, decompile, disassemble or otherwise derive or determine the source code (or the underlying ideas, algorithms, structure or organisation) of Duwio or attempt to do any of these things;
• conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to Duwio or any services accessed via, or in relation to, Duwio for any purpose, including the development, training, fine-tuning or validation of AI systems or models;
• interfere with other users' accounts, or content; or
• seek to access, actually access or provide a third-party access to any of our technologies or services for any reason other than genuinely using our services as a customer.

We warrant and represent that to the best of our knowledge Duwio (excluding Your Images and any third-party content, images and services), as provided by us and used in accordance with these Terms of Use, does not infringe the intellectual property rights of any third party.

We do not provide any warranties in relation to Your Images or any third-party content, images and services available via Duwio. If you require any warranties, you should obtain them directly from the applicable third party.

10. Data protection

Each of us shall comply with our respective obligations under applicable Data Protection Laws.

• Spacesuit will be a controller for account / administrative data and any personal data we process for our own legal obligations.
• You will be the controller of any personal data contained in Your Images, and Spacesuit will process that data as your processor (or sub-processor if you act as processor for a third party).

Where Spacesuit acts as a controller, we process personal data in accordance with our Privacy Policy.

11. Disclaimer

Save as expressly set out in these Terms of Use or otherwise agreed with you in a Master Agreement, Duwio and the services and content contained in or accessible via Duwio are provided “as is” and “as available” without any warranties.

To the extent permitted by law and unless otherwise agreed with you in a Master Agreement, we do not, either expressly or impliedly, make any warranties, claims or representations with respect to your use of Duwio including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for use or a particular purpose.

12. Liability

Nothing in these Terms of Use limits any liability which cannot legally be limited, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

We will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for:

• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information (except in relation to Image Personal Data where this exclusion shall not apply);
• loss of or damage to goodwill; and
• any indirect or consequential loss.

Our total liability to you arising under or in connection with your use of Duwio together with any liability under these Terms of Use and any Master Agreement between you and us relating to Duwio, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the greater of: (i) the total amount of charges you have paid us during the previous 12-month period strictly relating to the particular element of the Duwio product or service from which such liability has arisen; and (ii) £5,000.

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations to you that is caused by any act or event beyond our reasonable control.

Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13. Indemnity

We will not have any liability to any third party in relation to your use of Duwio. You shall indemnify us and our directors, officers and employees against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) incurred as a result of:

• any claim by a third party arising out of or in connection with your use of Duwio or any content or services accessed via Duwio; and
• any claim that Your Images infringe the rights (including without limitation intellectual property rights) of any third party.

You will not be liable under the indemnity in this clause to the extent that any losses result from our breach of these terms, negligence or wilful misconduct.

14. Suspension and termination of your access to Duwio

Without limiting any of our other rights, we may suspend your access to Duwio or terminate our agreement with you with immediate effect by giving written notice to you if:

• you commit a material breach of these Terms of Use or any Master Agreement between you and us and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing to do so;
• you fail to pay any amount due to us;
• you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
• your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations to us has been placed in jeopardy.

Unless otherwise agreed with you, on termination you must immediately cease all use of Duwio. You acknowledge and agree that we shall have the right to delete Your Images after the expiry of the end of the month in which termination of our agreement with you occurred but that we may also retain some or all of Your Images as required by applicable laws or as permitted under these Terms of Use.

Termination will not affect your or our rights and remedies that have accrued as at termination and any provision of these Terms of Use that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

15. Changes to Duwio

We may make changes to Duwio from time to time including by adding or removing solutions, modules and/or functionality. We will endeavour to give you reasonable notice of any major changes and to publish suitable release notes via Duwio.

16. Changes to these Terms of Use

We reserve the right to modify these Terms of Use. We will post the most current version of these Terms of Use on https://duwio.com/terms-of-use. If we make material changes to these Terms of Use, we will notify you by email to the address associated with your Duwio account. If you do not accept the changes, you must stop using and cancel your Duwio account via your account settings in the platform. Your continued use of Duwio after we publish or send a notice about our changes to these Terms of Use means that you are consenting to the updated terms.

17. Other terms

Waiver. A waiver of any right under these terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these terms are cumulative and do not exclude rights provided by law.

Entire Agreement. Without prejudice to any Master Agreement, these terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Severance. If any provision of these terms (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Assignment. We may assign or transfer our rights and obligations under our contract with you to another entity. You may only assign or transfer your rights or your obligations under the contract to another person if we agree in writing.

Third-party rights. These Terms of Use apply between you and us. Save for those covered by the indemnity in clause 13, no other person has any rights to enforce these Terms of Use.

Governing Law and Jurisdiction. These Terms of Use and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with these terms.