Terms of Use

You may only register on the Site if you agree to these Terms. You represent and warrant that you are of legal age to form a binding contract. If you are using the Site on behalf of an entity, you further represent and warrant that you have full power and authority to do so and to bind such entity to these Terms. You also agree to provide and maintain accurate, current and complete information about yourself as prompted by the Site’s registration process. If you do not meet or qualify for the requirements set forth in this section, please do not register for or use the Site.

The Site includes a non-public platform portal allowing registered users to upload, share, edit and otherwise collaborate on video clips and other multimedia in connection with the promotion of the brand(s) associated with their account (the “Platform”). Use of the Platform is governed by this Part A (along with the rest of these Terms and the other agreements referenced in these Terms), including where a user’s Platform account is linked to and accessed from the Cinebody mobile app.

The Platform is designed for different user types having different roles and permissions on the Platform. Your user type is indicated on your registration form or other account registration correspondence. Full descriptions of each user type can be found in Cinebody’s marketing materials. Currently, to summarize, the account “ADMINS” are responsible for creating, paying for and managing an account on behalf of the brand owner. The “PROS” are invited to join an account by the ADMINS and receive creative briefs regarding the branding campaign that they are tasked with supporting via the collection of video footage and other multimedia. The “CURATORS” are also invited to join the account by the ADMINS and are the creative directors and primary editors of the brand content and footage. Additional terms specific to each user type are set forth in Section 6, below.

ADMINS are responsible for setting up the account on which the ADMIN and other users will then register as users (provided, however, that ADMINS may elect for Cinebody super users to do so on their behalf). Users will create a username and password during the registration process. You are responsible for maintaining the confidentiality of your user credentials and are responsible for all activities that occur under your username. ADMINS are additionally responsible for all activity under the account. You agree to (a) immediately notify Cinebody of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Cinebody may require you to change or update your username or password from time-to-time.

Subject to your compliance with these Terms, including your payment of applicable fees due (i.e., where you are an ADMIN), Cinebody grants you a limited, non-exclusive and non-transferable right to use the Platform for purposes of promoting the brand(s) associated with your account. Cinebody reserves all ownership rights, title and interest in and to all aspects of the Platform and Site (other than your Content) and any software made available in connection therewith. You may not modify the Platform infrastructure, create derivative works of the Platform, or reverse-engineer, reverse-compile, or do any other operation with the Platform that would reveal any source code, trade secrets, know-how or other proprietary information. This access grant shall not be construed as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Platform. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Platform or displayed by, on, or in the Platform. You may use the Platform only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Platform after any termination or expiration of your agreement to these Terms for any reason.

Admins

If you are an ADMIN, you understand and agree that you are entering into these Terms on behalf of your organization (including the brand owner) and are responsible for all activity under your account, whether authorized or unauthorized. You hereby grant all users and Cinebody a worldwide, royalty-free, non-exclusive license and right to reproduce, publicly display and otherwise promote the brand(s) associated with your account in connection with their roles and permissions on the Platform, and you represent and warrant that you have all rights, title and authority necessary to grant this license. You are responsible for adding and removing PROS and CURATORS (as well as other ADMINS, where applicable) to and from your account. You will serve as Cinebody’s primary point of contact. You are responsible for engaging PROS and CURATORS to access your account and promoting the brand(s) associated therewith, although Cinebody may agree to help locate PROS on your behalf to add to your account. You may enter into separate written agreements with PROS and CURATORS at your discretion (i.e., you may offer compensation or subject them to your company policies and procedures), but those separate agreements will have no force or effect against or on these Terms as they relate to Cinebody. You agree that your engagement of PROS is non-exclusive, and that Cinebody may recruit and reuse PROS for multiple customer accounts and branding efforts. Notwithstanding the foregoing, these ADMIN-specific terms do not apply to ADMINS who are employees of Cinebody providing assistance with initial account registration and setup.

Pros

If you are a PRO, you understand and agree that all Content (such as footage, as defined below) that you upload to the Platform, or otherwise collect for the benefit of or using resources provided by, the owner of the brand(s) associated with your account (the “Client”), are the sole property of the Client. You hereby irrevocably and unconditionally assign to the Client any and all rights, title and interest that you may have in your Content unless otherwise agreed in writing by the Client. You must promptly deliver to the Client all such Content upon request and are prohibited from storing, processing, sharing or using the Content for any purpose not expressly authorized by the Client. Any and all goodwill and other derivative value manifesting in the Client’s brands that arise out of your activities hereunder shall inure to and be for the sole benefit of the Client. In the event that the Client, whether directly or indirectly through Cinebody, provides you with or sponsors your use of any equipment (such as an iPhone) that you did not purchase yourself, for purposes of your activities hereunder, you understand that the equipment is loaned to you on a temporary basis solely for purposes of your authorized use of the Platform. You do not own the equipment and must return the equipment to the Client (or Cinebody, if provided by Cinebody on behalf of the Client) immediately upon your completion or termination of support of the Client on the Platform, or at any other time upon request. Similarly, in the event that the Client, whether directly or indirectly through Cinebody, provides you with or sponsors your use of a data or wireless network that you did not purchase yourself, for purposes of your activities hereunder, you understand that you may only use the network in furtherance of your support of the Client on the Platform, that you have no other entitlements to the network, and that your access to the network may be discontinued at any time. You are responsible for complying with all acceptable use policies and other terms applicable to use of that network. For clarity, the restrictions set forth in this Section 6.2 may not apply to the extent that you are an employee or contractor of the Client and are subject to a separate written agreement with the Client, or to Client company policies applicable to you, in which case that agreement or policy shall apply as between you and the Client and take precedence over these Terms.

Curator

If you are a CURATOR, you understand and agree that you are responsible for the direction and management of the branding campaign, and the multimedia collected and edited in connection therewith, associated with your account. All Content that you edit or otherwise manage is owned by the Client. You irrevocably and unconditionally assign to the Client any and all rights, title and interest that you may have in such Content. You must promptly deliver to the Client all such Content upon request and are prohibited from storing, processing, sharing or using the Content for any purpose not expressly authorized by the Client. Any and all goodwill and other derivative value manifesting in the Client’s brands in connection with your activities hereunder shall inure to and be for the sole benefit of the Client. In the event that the Client, whether directly or indirectly through Cinebody, provides you with or sponsors your use of any equipment (such as an iPhone) that you did not purchase yourself, for purposes of your activities hereunder, you understand that the equipment is loaned to you on a temporary basis solely for purposes of your use of the Platform. You do not own the equipment and must return the equipment to the Client (or Cinebody, if provided by Cinebody on behalf of the Client) immediately upon your completion or termination of support for the Client on the Platform, or at any other time upon request. Similarly, in the event that the Client, whether directly or indirectly through Cinebody, provides you with or sponsors your use of a data or wireless network that you did not purchase yourself, for purposes of your activities hereunder, you understand that you may only use the network in furtherance of your support for the Client on the Platform, that you have no other entitlements to the network, and that your access to the network may be discontinued at any time. You are responsible for complying with all acceptable use policies and other terms applicable to use of that network. For clarity, the restrictions set forth in this Section 6.3 may not apply to the extent that you are an employee or contractor of the Client and are subject to a separate written agreement with the Client, or to Client company policies applicable to you, in which case that agreement or policy shall apply as between you and the Client and take precedence over these Terms.

Cinebody does not claim ownership rights in any footage, data, images or other materials or content that you make available or use in connection with the Platform (“Content”). Content is owned by the Client unless otherwise provided herein or agreed by the Client in writing. Notwithstanding the foregoing, you hereby grant to Cinebody a non-exclusive, worldwide, royalty-free and transferable right and license, with the right to sublicense through multiple levels, to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use your Content in any medium or format, whether now known or hereafter discovered, in order to operate the Platform and for the promotional purposes specified in the following Article 8. You represent and warrant to Cinebody that you have all right, title and necessary in and to the Content for such purposes, including that you have not and will not collect or upload Content depicting (a) natural persons, without such persons’ permission or (b) third-party brands, logos or other proprietary information or intellectual property without the owner’s permission. You shall indemnify and hold Cinebody harmless for any violation of this Article 7.

Subject always to the Privacy Policy and any other privacy or confidentiality obligations undertaken by Cinebody, you hereby authorize Cinebody to (a) publish limited portions of your Content for limited periods of time and (b) refer to your brand and the Client, in each case (a) or (b), in connection with customer lists, sales presentations, media statements and advertising materials.

Cinebody does not and cannot review all Content on the Platform and disclaims all responsibility for the Content. However, Cinebody reserves the right to remove, delete, move or edit any Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law or a third party’s rights (including intellectual property rights), or otherwise unacceptable.

Subscriptions

If you are an ADMIN or otherwise responsible for setting up and paying for a customer account, this section 9 applies to you. Cinebody offers a few different premium Platform subscription packages, as well as a free (or “freemium”) version that Cinebody may offer from time-to-time and remove upon advance notice at its discretion. If you purchase a paid subscription to the Platform (“Subscription”), you will be charged the initial amount displayed at the time of checkout for the first order in the Subscription (‘Subscription Cost”). Currently, you may pay for Subscriptions via credit card, direct deposit or invoice. Subscriptions are payable immediately at checkout, either directly to Cinebody for manual processing or (if available) through the Platform for automated processing, and in advance of each pay period (e.g., monthly or annual) unless otherwise agreed in writing. Minimum Subscription term commitments apply to certain packages. SUBSCRIPTIONS AUTO-RENEW. Your account will be charged the Subscription Cost in advance of each pay period until you cancel the Subscription as set forth below (“Renewal Payment”). Depending on the billing option chosen by you at registration, the Renewal Payment will be charged to your account on or around the same day of the month as the initial payment was made for every pay period during the Subscription. Cinebody reserves the right to suspend all customer and user account activity in the event of payment default. Late payment accrues interest at a rate of 1% per month.

Pricing and Payment

Details regarding each Subscription package can be found in Cinebody’s then-current marketing materials. Prices are subject to change at any time and, once such changes are posted on the Platform, will become effective at the beginning of the next billing cycle. You agree that Cinebody reserves the right to process your payment directly or through such other payment processing service as indicated on the Platform. Cinebody is not responsible for any charges or expenses (e.g., for overdrawn accounts, etc.) resulting from charges billed by Cinebody. All charges and fees paid are non-refundable unless otherwise agreed in advance in writing by Cinebody. Cinebody’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Cinebody’s income.

Cancellation of Subscriptions

In order to cancel a Subscription and no longer make a Renewal Payment (“Cancel”), you must) notify Cinebody via email at support@cinebody.com that you want to cancel your Subscription (“Email Cancellation”). Cancellations are effective as of the end of the month following the month in which the Subscription was canceled (or, in the case of annual Subscriptions, at the end of the annual term. No refunds of prepaid fees are given in connection with cancellations.

You agree to defend, indemnify and hold harmless Cinebody, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of our Site, including any use of our Site, content, services and products other than as expressly authorized in these terms or your use of any information obtained from our Site.

Although we may reference, advertise, hyperlink or otherwise make available third-party products, services or content to you, your use of such third-party products, services and content is subject to the respective terms and conditions imposed by the applicable third party that owns or offers such products, services or content, and the agreement for your use thereof will be solely between you and such third party unless otherwise expressly set forth on the Platform. Cinebody makes no warranty with regard to, and disclaims any and all responsibility for, any and all such third-party products, services or content. It is your responsibility to become familiar with the third-party products, services and content, including the third party’s privacy policy and terms of use, and to contact that third party with any concerns.

You acknowledge, consent and agree that Cinebody may access, preserve and disclose your account information or Content if required to do so by law or in a good-faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Cinebody, its users or the public.

Cinebody reserves the right to suspend or terminate your account and use of the Platform, at any time, without notice, for the following reasons: (a) breach of these Terms, including policies or guidelines set forth by Cinebody; (b) Content collected or used without permission from third parties (such as persons recorded on video without their consent); (c) conduct that Cinebody believes is harmful to other users of the Site or the business of Cinebody or other third parties; or (d) Cinebody discontinues access to the Platform (temporarily or permanently) to its customers.

Cinebody respects the privacy of others. Any information that you provide to Cinebody through the Platform will be stored or processed in accordance with and is subject to Cinebody’s Privacy Policy, which can be found at cinebody.com/privacy

EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. IN PARTICULAR, CINEBODY MAKES NO WARRANTY THAT THE PLATFORM OR ITS CONTENT WILL BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

Cinebody uses reasonable efforts to ensure that the Site is available 24 hours a day, 7 days a week. However, there will be occasions when access to the Site will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Cinebody. Cinebody will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of Cinebody. You agree that Cinebody shall not be liable to you for any modification, suspension or discontinuance of the Site (except that refunds may be issued in the event of Platform discontinuation). YOU UNDERSTAND AND AGREE THAT THE SITE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND. You are responsible for obtaining access to the Site and acknowledge that such access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements (if any). In addition, you must provide and are responsible for all equipment necessary to access the Site.

All brand, product and service names used on the Site which identify Cinebody are proprietary marks of Cinebody. All brand, product and service names used on the Site which identify third parties and their products and services are proprietary marks of such third parties. Nothing on the Site shall be deemed to confer on any person any license or right on the part of Cinebody or any third party with respect to any such image, logo or name.

From time-to-time Cinebody may provide links that will take you to third party websites. These links are provided for your convenience only. If you decide to access linked websites you do so at your own risk. Cinebody does not endorse or take responsibility for the content on other website or the availability of other website and you agree that Cinebody is not liable for any loss or damage that you may suffer by using other websites.

The following Rules of Conduct apply to the Site. By using the Site, you agree that you will not distribute any submission that:

• contains any threatening, harassing, obscene, pornographic or profane material or any other material that could give rise to any civil or criminal liability under applicable law;
• contains any material that could infringe rights of privacy, publicity or copyrights without the permission of the owner of these rights and the persons (or their parents or legal guardians, where applicable) whose likenesses are displayed in the material;
• contains any material sent from an anonymous or false address; or
• contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Site or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Site.

You expressly agree that you are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in any unacceptable uses of the Site, which include, without limitation, use of the Site to:

• register for the Site if you have not acknowledged reading and agreed to abide by these Terms and the Privacy Policy;
• create user accounts by automated means or under fraudulent or false pretenses;
• create or transmit unsolicited electronic communications (including spam);
• submit false or misleading information; or
• engage in any other activity deemed by Cinebody to be in conflict with the spirit of these Terms or the Privacy Policy.

We cannot and do not assure that other users are or will be complying with the foregoing rules of conduct or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance. Under no circumstances shall Cinebody be liable for the acts or omissions of any user.

The information, Content, image files, software and materials on the Site may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. You understand that Cinebody is unable to provide you with permission to copy, display or distribute material for which you do not own the copyright or other intellectual property rights, except as may be expressly set forth on the Site. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the Site. Cinebody has the absolute right to terminate your account or exclude you from the Site if you use our Site to violate the intellectual property rights or other rights of third parties.

We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL CINEBODY (INCLUDING ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONTRACTORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF CINEBODY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SITE, FROM ANY CHANGES TO THE SITE, OR THE SERVICES OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

THE TOTAL, CUMULATIVE LIABILITY OF CINEBODY (INCLUDING ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONTRACTORS) TO YOU FOR ANY CLAIM, ACTION OR DEMAND ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE SITE SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IF YOU ARE NOT A PAYING CUSTOMER, YOUR SOLE AND EXCLUSIVE REMEDY IN CONNECTION WITH ANY CAUSE OF ACTION ARISING OUT OF THE SITE SHALL BE TO DISCONTINUE USE OF THE SITE. IT IS THE INTENTION OF YOU AND CINEBODY THAT THIS PROVISION BE CONSTRUED BY A COURT/TRIBUNAL AS BEING THE BROADEST LIMITATION OF LIABILITY ALLOWED UNDER APPLICABLE LAW.

YOU AND CINEBODY ARE AGREEING TO GIVE UP ANY RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. (b) The arbitration will be administered by the American Arbitration Association (”AAA”) in accordance with the Consumer Arbitration Rules (the ”AAA Rules”) then in effect, except as modified by this Section 8. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law. (c) You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy. (d) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR Cinebody WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

Applicable Law and Jurisdiction

Any question, claim or controversy arising out of or related to these Terms or the Site shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.

Independent Contractors

No joint venture, partnership, employment, or agency relationship exists between you and Cinebody as a result of these Terms or use of the Site.

Enforcement

If any legal action is brought to enforce these Terms, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party.

Force Majeure

Each party will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, Internet or telecommunication disruptions, failure of licensors or suppliers, material shortages or any other cause which is beyond its reasonable control.

Waiver

The failure of either party to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

Entire Agreement and Severability

These Terms, together with any applicable Cinebody order forms, terms of sale, license agreements or other Cinebody agreements that you enter into in connection with Cinebody products and services, constitute the entire agreement between you and Cinebody and govern your use of the Site, superseding any prior agreements between you and Cinebody. The failure of Cinebody to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, that provision shall be deemed severable and shall not affect the validity and enforceability of any other provision of these Terms which shall remain in full force and effect. In the case of inconsistencies between these Terms and any other information presented to you regarding the Site (e.g., promotional materials and mailers), these Terms will always govern and take precedence. Cinebody rejects the inclusion of any terms contained in any purchase order or other such ordering document provided by you, and such terms shall be deemed null and void.

Amendment of Terms

We reserve the right to make changes to our Site, policies and these Terms from time-to-time without notice. Your continued use of the Site constitutes acceptance of and the intent to be bound by any amendments, additions or modifications to these Terms. We will, however, use good-faith efforts to notify paying customers of any material changes forthcoming to the Platform.

Contact

Any questions, comments or suggestions, including any report of violation of these Terms should be sent to support@cinebody.com.