Last Updated: January 29, 2025
TERMS OF SERVICE AGREEMENT
This Terms of Service Agreement (hereinafter referred to as the "Agreement") is entered into by and between Sequence Arts & Technologies, Inc., a Delaware corporation with its principal place of business at 100 W Broadway Suite #230, Long Beach, CA 90802 (hereinafter referred to as "Company," "we," "us," or "our") and you, either an individual or entity exercising rights under this Agreement (hereinafter referred to as "User" or "you").
WHEREAS, the Company provides a cloud-based collaborative video editing platform and associated services (hereinafter collectively referred to as the "Services"); and
WHEREAS, the User desires to access and use the Services subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
ACCEPTANCE OF TERMS
1.1. By accessing or using the Services in any manner, User acknowledges that User has read, understood, and agrees to be bound by this Agreement. If User does not agree to all the terms and conditions of this Agreement, User shall not access or use the Services.
1.2. If User is accessing or using the Services on behalf of an organization or entity ("Organization"), User represents and warrants that User has the authority to bind such Organization to this Agreement. In such case, "User" shall refer to both the individual and the Organization, and both shall be bound by this Agreement.
SERVICES DESCRIPTION
2.1. The Company shall provide User with access to its proprietary cloud-based collaborative video editing platform and associated services, which may include, without limitation, video editing capabilities, project management functionalities, file storage and management systems, cloud computing resources, artificial intelligence features, version control mechanisms, and application programming interface access (collectively, the "Services").
2.2. The Company reserves the right, in its sole discretion, to modify, suspend, or discontinue the Services or any portion thereof at any time, with or without notice to User.
ACCOUNT REGISTRATION AND SECURITY
3.1. Account Creation Requirements
3.1.1. As a condition of accessing the Services, User shall create an account by providing accurate, current, and complete information as prompted by the registration process.
3.1.2. User represents and warrants that: (i) User is at least eighteen (18) years of age or has obtained parental or guardian consent; (ii) User's use of the Services does not violate any applicable law or regulation; and (iii) all registration information submitted is truthful and accurate.
3.2. Account Security Obligations
3.2.1. User shall be solely responsible for maintaining the confidentiality of User's account credentials and for all activities that occur under User's account.
3.2.2. User shall immediately notify the Company of any unauthorized use of User's account or any other breach of security.
USER CONTENT AND INTELLECTUAL PROPERTY RIGHTS
4.1. User Content Ownership
4.1.1. User retains all right, title, and interest in and to any content, materials, or data uploaded, stored, shared, or otherwise transmitted through the Services ("User Content").
4.1.2. User represents and warrants that: (i) User owns or has obtained all necessary rights, licenses, consents, and permissions to use and authorize the Company to use the User Content as necessary to provide the Services; and (ii) the User Content does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or other personal or proprietary rights.
4.2. License Grant to Company
4.2.1. User hereby grants to Company a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, distribute, create derivative works of, display, and perform the User Content solely as necessary to provide and maintain the Services.
PAYMENT TERMS AND CONDITIONS
5.1. Fee Structure
5.1.1. User agrees to pay all applicable fees as set forth in the Company's then-current pricing schedule, which may include, without limitation: (i) subscription fees; (ii) usage-based charges for computing resources; (iii) storage fees; and (iv) any applicable overage charges.
5.1.2. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies, or duties.
5.2. Payment Processing and Billing
5.2.1. User shall provide and maintain valid payment method information in connection with User's account.
5.2.2. User hereby authorizes Company to charge User's designated payment method for all applicable fees when due.
5.2.3. All fees are non-refundable except as expressly set forth herein or as required by applicable law.
5.2.4. Company reserves the right to modify its fees upon thirty (30) days' prior written notice to User.
SERVICE LEVEL COMMITMENTS
6.1. Service Availability
6.1.1. Company shall use commercially reasonable efforts to make the Services available with a target uptime of ninety-nine point nine percent (99.9%), excluding scheduled maintenance windows.
6.1.2. Company reserves the right to perform scheduled maintenance on the Services and will endeavor to provide User with advance notice of any such maintenance.
6.2. Data Management and Storage
6.2.1. Company shall implement reasonable technical and organizational measures to protect User Content stored within the Services.
6.2.2. Company shall perform regular backups of the Services infrastructure in accordance with its standard practices.
6.2.3. User acknowledges and agrees that storage of User Content is subject to the limitations of User's selected subscription plan.
ACCEPTABLE USE POLICY
7.1. Prohibited Activities
User shall not, and shall not permit any third party to:
7.1.1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure of the Services;
7.1.2. Modify, adapt, hack, or otherwise attempt to gain unauthorized access to the Services or related systems or networks;
7.1.3. Exceed any applicable usage limits or attempt to circumvent any usage tracking mechanisms;
7.1.4. Use the Services for any unlawful purpose or in violation of any applicable local, state, national, or international law;
7.1.5. Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.
7.2. Compliance Requirements
7.2.1. User shall comply with all applicable laws, regulations, and industry standards in connection with User's use of the Services.
7.2.2. User shall obtain and maintain all necessary licenses, consents, and permissions necessary for User's use of the Services.
INTELLECTUAL PROPERTY RIGHTS
8.1. Company Intellectual Property
8.1.1. User acknowledges and agrees that the Services, including without limitation all associated intellectual property rights, are and shall remain the exclusive property of Company and its licensors.
8.1.2. No rights or licenses are granted to User hereunder other than as expressly set forth herein.
8.2. Third-Party Intellectual Property
8.2.1. User shall respect all third-party intellectual property rights in connection with User's use of the Services.
8.2.2. Company may remove any User Content that allegedly infringes a third party's intellectual property rights upon receipt of proper notice.
TERM AND TERMINATION
9.1. Term
9.1.1. This Agreement shall commence upon User's acceptance and shall continue until terminated in accordance with the terms hereof.
9.2. Termination
9.2.1. User may terminate this Agreement at any time by canceling User's subscription and ceasing all use of the Services.
9.2.2. Company may terminate this Agreement immediately upon notice to User if User breaches any material term or condition of this Agreement.
9.2.3. Upon termination, User shall immediately cease all use of the Services and Company shall have the right to delete all User Content in accordance with its data retention policies.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
10.1. Warranty Disclaimer
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
10.2. Limitation of Liability
10.2.1. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.
10.2.2. COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY USER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
INDEMNIFICATION
11.1. User agrees to defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to:
11.1.1. User's use of the Services; 11.1.2. User Content; 11.1.3. User's breach of this Agreement; 11.1.4. User's violation of applicable laws or regulations; 11.1.5. User's violation of any third-party rights, including without limitation any intellectual property rights or privacy rights.
MODIFICATIONS TO AGREEMENT
12.1. Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time.
12.2. Company shall provide notice of any material changes to this Agreement by posting the updated Agreement on the Services or by sending notice to the email address associated with User's account.
12.3. User's continued use of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
DISPUTE RESOLUTION
13.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.
13.2. Dispute Resolution Process
13.2.1. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiations.
13.2.2. Any dispute not resolved through informal negotiations shall be resolved by binding arbitration conducted in San Diego, CA in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
13.2.3. The parties agree that any arbitration shall be conducted on an individual basis and that no dispute may be consolidated with any other proceeding or arbitrated on a class action basis.
GENERAL PROVISIONS
14.1. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
14.2. Assignment
14.2.1. Company may assign or transfer any of its rights or obligations under this Agreement without consent.
14.2.2. User may not assign or transfer any rights or obligations under this Agreement without Company's prior written consent.
14.3. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
14.4. Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party's reasonable control and occurring without that party's fault or negligence.