Storyvine, Inc. Terms and Conditions of Service
Welcome to Storyvine! Storyvine, Inc.(“Storyvine”) makes its SpotMade(sm), Broker VideoMaker(sm), Storyvine(sm) applications and other applications, products and services (any one or more of the foregoing, the “Storyvine Apps”) available to Storyvine customers solely under these Terms and Conditions of Service (the “Terms and Conditions”).
By downloading or using any one or more Storyvine Apps, each User: (a) agrees to the “Terms and Conditions; (b) represents that the User is 18 years of age or older; and (c) if the User is acting on behalf of any legal entity, that he or she is duly authorized to do so. As used in the Terms and Conditions, “User” means the person or entity that downloads, accesses or uses any one or more Storyvine Apps.
Storyvine may enter into work orders for one or more Storyvine Apps, the Storyvine Platform, or both with certain customers (each such executed work order, a “Work Order”). In the event of a conflict between these Terms and Conditions and a Work Order, the executed Work Order shall govern the rights and obligations of the parties.
Storyvine may revise these Terms and Conditions at any time. User’s use of any one or more Storyvine Apps after any such revision constitutes the User’s agreement to the Terms and Conditions as revised.
Except as Storyvine and User otherwise agree in writing:
1. Storyvine may modify, update, upgrade or add features and functions to any one or more of the Storyvine Apps, but shall have no obligation to do so.
2. Storyvine shall have no obligation to continue to make any one or more of the Storyvine Apps available under the Terms and Conditions, with any particular features or functions, or at all.
3. Storyvine shall host User’s content on systems operated by, or on behalf of, Storyvine (any one or more such systems, “Storyvine’s Systems”), solely while User is actively producing one or more videos using that content, as determined in Storyvine’s reasonable judgment; and
4. Storyvine shall host User’s data collected during the video creation process, individual multimedia assets or Storybeats(sm), submitted by User using one or more Storyvine Apps and completed videos produced using any one or more of the Storyvine Apps on Storyvine’s Systems for no more than 90 days after the date of the email in which Storyvine initially sends User the link to that completed video. Storyvine shall have no obligation to store or maintain any of User’s completed videos or its underlying content more than 90 days after User’s account is closed. If User allows one or more of its videos or items of content to remain on Storyvine’s System thereafter, Storyvine may, in its sole discretion: (a) transmit a copy of User’s videos and content to User’s last known address at its expense; (b) delete user’s videos from Storyvine’s systems; or (c) both.
5. No Hosting or Distribution Services. STORYVINE IS A VIDEO PRODUCTION PLATFORM AND SHOULD NOT BE USED FOR VIDEO HOSTING OR DISTRIBUTION, NEITHER OF WHICH ARE SERVICES THAT STORYVINE OFFERS AT THIS TIME. EACH USER MAY TRANSFER ITS COMPLETED VIDEOS TO ITS CHOICE OF ONE OR MORE VIDEO HOSTING OR DISTRIBUTION PLATFORMS AT ANY TIME, AS THEY ELECT, AND AT NO CHARGE.
1. User is and will be solely responsible for each use of any one or more of the Storyvine Apps made by User’s employees, agents and each other user the User permits to use its Storyvine account, with or without User’s permission, and regardless of whether that use complies with User’s policies or procedures.
2. User shall use Storyvine Apps, individually or in any combination, solely: (a) for the User’s own business purposes and shall not resell, distribute or otherwise make its access to and right to use any one or more of the Storyvine Apps available to any other person or entity, in return for payment or other consideration of any kind or otherwise; (b) as these Terms and Conditions permit; (c) using content that it owns or has written authorization to use; (d) depicting the names and likenesses of individuals in each item of content and completed video solely with their written consent or the written consent of the individual’s parent or legal guardian; (e) depicting names, trademarks, service marks, trade dress and other branding indicia solely as permitted by their respective owners; (f) without revealing any trade secret or confidential or proprietary information, except as authorized in writing by its owner; (g) in a manner that does not constitute defamation, harassment, or bullying; (h) in a manner that does not otherwise violate the contract, proprietary, intellectual property, privacy, publicity, or other legal rights or interests of any person or entity; and (h) in any and all other respects, in compliance with all applicable law and regulations.
3. User shall not: (a) defeat, evade, or attempt to defeat or evade any access control or other physical, technical or administrative precaution put in place by Storyvine or any of its licensors or vendors with respect to access to any one or more of the Storyvine Apps, Storyvine Platform or any content stored on Storyvine’s systems in connection with any one or more of the Storyvine Apps; (b) buy, sell, rent, lease, traffic in, sublicense, share, or otherwise transfer on any basis whatever, any user name, password, or other access credential for any one or more of the Storyvine Apps, Storyvine Platform or any related content or services; (c) attempt, offer, or permit any person or entity acting on its behalf to do, attempt, or offer to do, any of the foregoing.
4. User may not use any one or more of the Storyvine Apps or Storyvine Resources, or its access thereto, at any time in any manner that: (a) competes with, or assists any other person or entity in competing with Storyvine; (b) violates of these Terms and Conditions; (c) attempts to violate these Terms and Conditions; or (d) knowingly permits any user of User’s Storyvine account to violate these Terms and Conditions.
1. User and Storyvine shall each protect the Confidential Information it (either User or Storyvine, as applicable, the “Receiving Party”) obtains from the other (the “Disclosing Party”) from unauthorized disclosure or use. As used herein, “Confidential Information” means any and all non-public oral, written and electronic information. Storyvine’s Confidential Information includes all non-public oral, written and electronic information pertaining to any one or more Storyvine Apps, Storyvine Resources, or related services, including support and video hosting and storage services, Storyvine, its management or business, and all other such information that User obtains from Storyvine under circumstances reasonably indicating that it is confidential or proprietary.
2. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party or its licensors. The Receiving Party shall not use or disclose any Confidential Information for any purpose other than: (a) as to Storyvine, to provide User with the use of one or more Storyvine Apps or Storyvine Resources; (b) as to User, to use any one or more of the Storyvine Apps or Storyvine Resources or access User’s content and completed videos as the Terms and Conditions permit; and (c) as to both User and Storyvine, as otherwise permitted by the Terms and Conditions and as required by law. Except as required by law, the User shall require each person, other than its employees, to whom it discloses any of Storyvine’s Confidential Information to enter into an agreement to protect Storyvine’s Confidential Information from any use or disclosure that is prohibited by the Terms and Conditions.
3. Confidential Information excludes information that is: (a) lawfully available to the public; (b) lawfully received by User from a third party not in breach of an obligation of confidentiality; (c) independently developed by User without access to Confidential Information; or (d) known to User at the time of disclosure.
4. When permitted by law to do so, User shall make diligent and reasonable efforts to notify Storyvine that the User has received legal process or other request for the disclosure of Storyvine’s Confidential Information sufficiently in advance of that disclosure to permit Storyvine to seek appropriate relief to limit or prevent such disclosure.
5. User agrees that: (a) No content or completed video that it makes available to the general public constitutes Confidential Information; and (b) in the event that Storyvine receives a court order, subpoena, or other legal document that reasonably appears to compel disclosure of any video or underlying content stored by User on Storyvine’s systems or other information related to User’s use of any one or more of the Storyvine Apps, Storyvine may disclose information as required, without liability to User, regardless of whether User had grounds for objecting to, preventing or limiting the disclosure as required, until or unless User provides Storyvine with a court order modifying that disclosure requirement.
Ownership and Licenses
1. The Storyvine Apps are each owned solely and exclusively by Storyvine or its licensors. User may not: (a) download, copy, reproduce, prepare derivative works of, distribute, or publish any code, content or other resource used by Storyvine to provide User with any one or more of the Storyvine Apps or with documentation, training or support for any one or more of the Storyvine Apps (any one or more of the foregoing, a “Storyvine Resource”); (b) reverse engineer, disassemble or decompile any one or more of the Storyvine Apps or Storyvine Resources; or (c) take any action to interfere with the operation of any one or more of the Storyvine Apps or Storyvine Resources;
2. Except as specifically provided herein, nothing in the Terms and Conditions: (a) grants User any license or rights of access or use in or to any one or more of the Storyvine Apps, Storyvine Resources, or any other intellectual property of Storyvine or its licensors; or (c) transfers to User any rights, title or interest in or to any one or more of the Storyvine Apps, Storyvine Resources, or any other intellectual property of Storyvine or its licensors.
3. Nothing herein transfers to Storyvine any rights, title or interest in or to any item of content uploaded to Storyvine’s systems by User or subject only to Section F.5 of the Terms of Conditions, in or any one of more videos produced by User using any one or more of the Storyvine Apps. Storyvine is not the owner or author of any item of content User uses with any one or more of the Storyvine Apps or of any completed video user produces using any one or more of the Storyvine Apps.
4. User hereby grants Storyvine a non-exclusive, perpetual, worldwide, royalty-free, fully paid up, irrevocable right and license to copy, distribute, create derivative works of, perform or display all or any portion of any one or more completed videos produced by User using any one or more of the Storyvine Apps, in any form or medium now in existence or that may hereafter be invented, including distribution over the Internet, satellite transmission, mobile telephony, or through any one or more information services or social media services, for the purposes of: (a) providing User with the use of one or more Storyvine Apps or Storyvine Resources under these Terms and Conditions as the User requests; and (b) promoting Storyvine or any one or more of the Storyvine Apps in any lawful manner.
5. Storyvine may state, in lawful promotional and other communications, that User uses one or more Storyvine Apps.
Disclaimer of Warranties
EXCEPT AS STORYVINE AND USER HAVE OTHERWISE AGREED IN WRITING OR AS OTHERWISE EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, THE STORYVINE APPS, STORYVINE RESOURCES, AND STORYVINE’S RELATED SERVICES ARE EACH PROVIDED “AS IS” AND “AS AVAILABLE,” WITH NO WARRANTIES OF ANY KIND WHATEVER. ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE EACH EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
Limitation of Liability
EXCEPT AS STORYVINE AND USER OTHERWISE AGREE IN WRITING, USER’S USE OF SPOTMADE, BROKER VIDEOMAKER, STORYVINE, AND EACH OTHER STORYVINE APP, STORYVINE RESOURCE OR OTHER STORYVINE PRODUCT OR SERVICE SHALL BE AT USER’S SOLE RISK. IN NO EVENT SHALL STORYVINE BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF USER’S ACCESS, USE, OR INABILITY TO ACCESS OR USE ANY ONE OR MORE OF THE STORYVINE APPS, STORYVINE RESOURCES, AND STORYVINE’S RELATED SERVICES, ANY ONE OR MORE ITEMS OF THE USER’S CONTENT, OR ANY ONE OR MORE OF USER’S COMPLETED VIDEOS, OR ANY ONE OR MORE OTHER STORYVINE PRODUCTS OR SERVICES. EXCEPT FOR PROSPECTIVE INJUNCTIVE RELIEF, USER’S SOLE REMEDY FOR ANY AND ALL DAMAGE TO USER’S SYSTEMS, HARDWARE, SOFTWARE, INFORMATION, CONTENT, LOSS OR ALTERATION OF USER’S CONTENT, DATA, DISRUPTION OF USER’S OPERATIONS, OR ANY OTHER DAMAGE, LOSS OR INJURY ARISING FROM OR RELATED TO ANY ONE OR MORE OF THE STORYVINE APPS, STORYVINE RESOURCES, AND STORYVINE’S RELATED SERVICESS IS TO STOP USING THOSE ANY STORYVINE APPS, STORYVINE RESOURCES, AND RELATED SERVICES.
User shall indemnify and defend Storyvine and its directors, officers, employees and agents (any one or more of the foregoing, the “Indemnified Parties”), from and against each claim, and shall pay all damages, losses and expenses, including attorney’s fees, that any one or more of the Indemnified Parties is required to pay or otherwise incurs arising from or relating to: (1) one or more uses of any one or more Storyvine Apps by or attributable to User; or (2) any act or omission attributable to User that: (a) breaches the Terms and Conditions; (b) breaches any one or more of User’s representations, warranties or covenants made herein; or (b) violates applicable law or regulations that relates in any manner to Storyvine or any one or more of the Storyvine Apps.
1. Except as Storyvine and User otherwise agree in writing, Storyvine may terminate or suspend User’s access to, or use of any one or more of the Storyvine Apps if:
a. If User fails to pay Storyvine as agreed on any one or more occasions; or
b. If, as determined in Storyvine’s sole judgment: (i) such suspension or termination is necessary or useful to: (a) maintain and upgrade any one or more Storyvine Apps or Storyvine Resources; (b) respond to a threat to the stability, security, or lawful operation of any one or Storyvine Apps or Storyvine Resources; (c) respond to any other issue with the operation or use of any one or Storyvine Apps or Storyvine Resources; (iv) respond to an apparent violation of these Terms and Conditions by User or others; (ii) Storyvine cannot contact User using contact information User previously provided; or (iii) it is required to do so by law.
Effect of Termination
a. Storyvine shall provide User with reasonable access to User’s content and User’s completed videos stored on Storyvine Systems through the last day on which User’s account is open.
b. The termination of User’s access to or use of any one or more of the Storyvine Apps shall not excuse or release User from its obligation to make all payments to Storyvine that are due or become due through the last date on which User has access to any Storyvine App.
c. By no later than 90 days after the effective date of termination: (i) User may lose access to and the right to use one or more templates, and if Storyvine so requests, User s return or destroy, as Storyvine may elect, all Storyvine Confidential Information then in User’s possession, custody or control;(ii) Storyvine shall delete all User content and completed videos from its systems at any time at least 90 days after User’s account closes.
d. All licenses granted hereunder, except the license granted pursuant to Section D.5 of the Terms and conditions shall terminate; and
e. Any and all sections of the Terms and Conditions that by their terms operate after the termination or expiration of the Terms and Conditions, and without limiting the generality of the foregoing, Sections B.3, B.4, C, D, F, G, H & I and all subsections thereof, shall each survive the expiration or termination of the Terms and Conditions.
1. No Implied Waiver; Cumulative Rights & Remedies
No failure or delay in exercising any right, power, or privilege under the Terms and Conditions by Storyvine shall operate as a waiver, nor shall any individual or limited exercise of any such right, power, or privilege by Storyvine preclude any other or further exercise or that or any other right, power, or privilege. Except where the Terms and Conditions expressly states otherwise, all rights, powers, and privileges granted to either party in the Terms and Conditions shall be in addition to, and may be exercised without prejudice to, any other claims, rights, remedies, and powers to which that party may then be entitled under the Terms and Conditions or otherwise, including rights to appropriate injunctive relief.
2. Limitation of Claims
No action or proceeding based on any claim related to User’s use of any one or more of the Storyvine Apps, Storyvine Resources or one or more of Storyvine’s related services, other than an action for breach of a party’s payment obligations hereunder, may be brought more than one (1) year after the claim arose.
3. Force Majeure
Neither party shall be liable to the other for any failure to perform any obligation hereunder, other than its payment obligations, to the extent that its failure results from a cause beyond its reasonable control, including earthquakes, floods, fires, storms or other natural disasters, criminal activity, the suspension, degradation or other failure of electrical service, internet access, email service, or other utilities required to provide any one or more of the Storyvine Apps, Storyvine Resources, or Storyvine related services, or User’s unforeseen acts, including its failure to comply with these Terms and Conditions or to cooperate with Storyvine as it reasonably requests.
4. Waiver of Jury Trial
User and Storyvine waive their respective rights to a jury trial of any claim or cause of action related to or arising out of these Terms and Conditions. The scope of the waiver is intended to encompass any and all disputes related any one or more of the Storyvine Apps. In the event of litigation, these Terms and Conditions may be filed as any party’s written consent to trial by the court.
5. Mandatory Mediation
In the event that the parties are unable to resolve any dispute arising from or related to the Agreement within thirty (30) days after that dispute arises, either party (the “Initiating Party”) shall, prior to initiating any judicial proceeding other than an application for preliminary injunctive relief, submit such dispute to mediation conducted by issuing a written notice of mediation (the “Notice of Mediation”) to the other party by a mediator selected by the Initiating Party from a list of three disinterested mediators nominated by the other party, which list shall be provided to the Initiating Party within ten (10) days after the other party’s receipt of the Notice of Mediation. The parties shall each participate in mediation, without prejudice to their respective claims, rights, remedies, defenses, and objections, according to the terms instituted by the mediator, in an attempt to resolve the dispute. If mediation fails to resolve the dispute within forty-five days, either party may proceed to enforce its rights at law or equity.
6. Governing Law
The Terms and Conditions and any and all disputes arising from or related to any one or more of the Storyvine Apps or Storyvine Resources shall be governed by and construed under the laws of the State of Colorado, without reference to conflict of laws principles.
7. Forum Selection
Subject to Section I.5 of these Terms and Conditions, any dispute arising from or related to User’s use of any one or more of the Storyvine Apps shall be heard in the federal or state court sitting in and for Denver County, in the State of Colorado, having subject matter jurisdiction over that dispute. User hereby consents to venue and jurisdiction of those courts.
Storyvine may assign any one or more of its rights or obligations under the Terms and Conditions. User may assign the Terms and Conditions with Storyvine’s prior written consent. The Terms and Conditions shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
If any provision of the Terms and Conditions is held to be invalid unenforceable, it shall be modified to the minimum extent necessary to make such provision enforceable and no other provisions of the Terms and Conditions shall be affected.
10. Modifications in Writing
No amendment, modification or waiver of any provision of the Terms and Conditions shall be effective as to Storyvine unless it is in writing and signed by its duly authorized representative.
11. Sole Agreement
By accessing or using SpotMade, Broker VideoMaker, Storyvine, and any other Storyvine applications or products, User represents that: (a) it is duly organized and validly existing under the laws of the state of its incorporation or formation; (b) it is permitted by applicable laws and regulations to enter into the Terms and Conditions; (c) it is, in all respects, able to perform fully hereunder and will do so in compliance with all applicable laws and regulations; (d) the Terms and Conditions has been duly authorized on its behalf; and (e) the Terms and Conditions shall constitute its valid and binding obligation, enforceable in accordance with its terms from the first date on which User accessed or used any one or more of the Storyvine Apps.