CINEBODY TERMS OF SERVICE
Version: March 2020
Welcome to Cinebody, operated by Super 6 LLC d/b/a Cinebody ("Cinebody," "we," "our" or "us"). Please read the following terms of service ("Terms") carefully as they contain important legal terms and conditions that you accept when you access our Site, or purchase or use products or services from the Site, through any means (including mobile apps).
For purposes of these Terms, "Site" includes www.cinebody.com, the Platform (as defined in Part A) and any other website or portal managed by us through which we interact with you or promote our products or services. Also for purposes of these Terms, "you" and "your" mean you, individually as a natural person, and, if applicable, the organization on whose behalf you are accessing the Site, jointly and severally.
If you purchase any hardware or other tangible items (such as a Cinebody smartcase) from us, your purchase is governed by the Cinebody terms of sale provided to you in connection with your purchase. If you download any Cinebody software (such as our mobile app), your access to and use of that software is also governed by the Cinebody end user license agreement that you must accept when downloading the software.
BY ACCESSING OR USING ANY PART OF THE SITE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF PART B, BELOW, WHICH APPLIES TO ALL USERS OF THE SITE INCLUDING CASUAL VISITORS. IF YOU CHOOSE TO REGISTER AN ACCOUNT THROUGH THE SITE (E.G., TO ACCESS THE PLATFORM AND SUBMIT CONTENT), YOU AGREE TO BE BOUND BY THE TERMS OF PART A IN ADDITION TO THE TERMS OF PART B.
These terms include an obligation to arbitrate most claims arising hereunder. YOU ACKNOWLEDGE AND AGREE THAT YOU AND CINEBODY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
PART A. TERMS APPLICABLE TO REGISTERED USERS
1.** Eligibility.** You may only register on the Site if you agree to these Terms. You certify that you are of legal age to form a binding contract. If you are using the Site on behalf of an organization (such as your employer), you certify that you have the authority to do so and to bind that organization to these Terms. You 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.
2.** Platform Overview.** The Site includes a restricted-access 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 brands associated with their account (the "Platform"). Use of the Platform is governed by these Terms and the other agreements referenced in these Terms, where applicable. One or more "teams" of users may be created for each brand promoted under the account.
3.** Platform User Types. The Platform is designed to have different user types having different roles and permissions on the Platform. Your user type is indicated on your registration page or other account registration correspondence. Full descriptions of each user type can be found at cinebody.com. Currently, to summarize, the account " ADMINS*" are responsible for creating, paying for and managing an organization's account and the associated content on behalf of the organization they are supporting, including the creation of one or more teams that then produce one or more campaigns. The account ADMINS can designate individual team ADMINS who share the same responsibilities in relation to a team, except for payment administration and the creation of other teams. The ADMINS are responsible for selecting, directing and editing Content (as defined below). The "**CREATORS\*" are users (including members of the public) that can join a public campaign, or be added by ADMINS to private campaigns, to submit Content only.
5.** Access Rights.** Subject to your compliance with these Terms, including payment of any fees due on your account, Cinebody grants you a limited, non-exclusive and non-transferable right to use the Platform for purposes of promoting the brands for whom you have been assigned as a team member. Team membership may be revoked by Cinebody or the brand at any time in their discretion. Cinebody reserves all ownership rights, title and interest in and to all aspects of the Platform and Site and any content, materials, or information therein, (other than your Content) and any software made available in connection therewith and in each case any derivatives, enhancements, or improvements thereto. 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. 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. You may not use the Platform for any competitive purpose, including without limitation use or review of the Platform in connection with creating a competing service.
6.** Specific User Terms.**
6.1** ADMINS.** If you are an ADMIN, you understand and agree that you are entering into these Terms on behalf of your organization and are subjecting your organization to responsibility for all conduct, usage and fees arising under the organization's account (including compliance with these Terms by its users), whether authorized or unauthorized. You hereby grant all authorized users and Cinebody a worldwide, fully-paid up, transferable, royalty-free, non-exclusive license and right to reproduce, publicly display and otherwise promote the brands 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 agree to screen all submitted Content in order to ensure the Content's legality and appropriateness. You are responsible for adding and removing CREATORS (as well as other ADMINS, where applicable) to and from your team or account. You will serve as Cinebody's primary point of contact for your assigned team (or the entire account, in the case of enterprise organizational ADMINS).You are responsible for engaging CREATORS to access your account and promoting the brands associated therewith, although Cinebody may agree to help locate CREATORS on your behalf to add to your account. You may enter into separate written agreements with CREATORS 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 CREATORS is non-exclusive, and that Cinebody or other brands may recruit and reuse CREATORS for other campaigns. Cinebody does not make any representations or warranties about the CREATORS, or any content they may create. If you are an ADMIN you may also be a CREATOR to the extent you upload any CONTENT to the platform.
6.2** CREATORS.**If you are a CREATOR, you understand and agree that all footage and other Content (as defined below) that you upload to the Platform, or otherwise collect for the benefit of or using resources provided by, an organization where you are part of their team (the "Client") is the sole property of the Client (or the owner of the brand supported by the Client, if agreed between such brand owner and the Client) and Client shall own all Content and all intellectual property rights therein. You hereby irrevocably and unconditionally assign to the Client any and all rights, title and interest that you may have in your Content and all intellectual property rights therein, unless otherwise agreed in writing by the Client. You 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. For clarity, you acknowledge that Client will have the right to use any likeness, image, biographical information or other personal information in such Content, and you will not have any right of review or approval. If any intellectual property rights, including moral rights, in the Content cannot (as a matter of law) be assigned by to Client as provided above, then (a) you waive the enforcement of such rights and all claims and causes of action of any kind against Client with respect to such rights, and (b) to the extent you cannot (as a matter of law) make such waiver, you grant to Client an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights to (i) reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Content in any medium or format, whether now known or hereafter discovered, (ii) use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Content, and (iii) exercise any and all other present or future rights in the Content.You will execute any agreements reasonably proposed by Cinebody or the Client to memorialize and effectuate such assignment. For clarity, the restrictions set forth in this section 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.
7.** Content.*Cinebody does not claim ownership rights in any footage, data, audio, video, photos, graphics, 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 Cinebody a non-exclusive, worldwide, perpetual, irrevocable, fully paid up, royalty-free and transferable right and license, with the right to sublicense through multiple levels, to reproduce, adapt, copy, modify, 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. Further,**you understand and agree that your Content is accessible, downloadable and usable by other Platform users and any members of the public to whom the Content is made available by you or your team.**You represent and warrant to Cinebody that all Content is your own original work, and 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' express written permission or (b) third-party brands, logos or other proprietary information or intellectual property without the owner's permission; or (c) people under the age of 13. You represent and warrant to Cinebody that the Content will not include, endorse, or advocate any content or features that would be a violation of applicable laws, or would be considered harmful, misleading, deceptive, fraudulent, unfair, immoral, indecent, pornographic, obscene, sexually explicit material, excessively profane, racist, ethnically offensive, threatening, excessively violent, defamatory, hate speech, gambling, discriminatory, malware, illegal drugs or arms trafficking, alcohol, tobacco, prescription drugs or weapons. **AS BETWEEN YOU AND CINEBODY, YOU AND YOUR ORGANIZATION ARE SOLELY RESPONSIBLE FOR ALL DATA USAGE AND OTHER FEES IMPOSED ON YOU BY YOUR CELLULAR AND INTERNET SERVICE PROVIDERS AS A RESULT OF YOUR SUBMISSION OF CONTENT AND OTHER PLATFORM USAGE.\* You agree to indemnify and hold Cinebody harmless for any violation of this Article 7.
8.** Public Shoots.*The Platform currently allows ADMINS to create public marketing campaigns (such as video shoots) and invite members of the public to participate in the campaign by registering for the Platform and inputting a specified access code or clicking a custom link.**The deployment of public marketing campaigns does not relieve the organization associated with each account (e.g., the brand owner) of its responsibility for all usage, conduct and fees arising under its account.\* ADMINS are therefore strongly encouraged to carefully monitor and manage all such public campaign participation.
10.** No Responsibility for Content or Incentives.**
10.1** Content.** 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 or in violation of the law or a third party's rights (including intellectual property rights).
10.2** Incentives.** The Platform may enable organizations to promote, incentivize and otherwise offer compensation in exchange for the submission of Content (e.g., free tickets to a show). All such promotions, incentives and other compensation are the sole responsibility of the offering organization. In no event shall Cinebody be responsible for fulfilling, or facilitating any disputes relating to, any promotions, incentives or other compensation. Cinebody only provides information about such promotions as a courtesy to its users and does not make any representations or warranties about them. Brands are solely responsible for ensuring that their promotions are run in accordance with applicable laws.
11.** Customer Accounts.** The following sections apply primarily to the ADMINS responsible for managing Subscriptions.
11.1** Subscriptions.** Cinebody currently offers subscription packages set forth at cinebody.com/pricing (subject to change), as well as a free (or "freemium") version that Cinebody may offer from time-to-time and remove upon 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"). In addition to the Subscription Cost, you may have the ability to upgrade your storage limit, add more teams (where applicable), or otherwise purchase add-on features (collectively, "Add-Ons") at an additional cost. Currently, you may pay for Subscriptions and Add-Ons via credit card, direct deposit or invoice as may be set forth at cinebody.com/pricing. Subscriptions are payable immediately at checkout, , and in advance of each pay period (e.g., monthly, quarterly, or annual) unless otherwise agreed in writing. Fees for Add-Ons are due and payable in advance, or may be billed in arrears, as set forth at cinebody.com/pricing Minimum Subscription term commitments apply to certain packages.
11.2** Subscriptions auto-renew**. Your account will be charged the Subscription Cost (and Add-On, as applicable) in advance of each pay period ("Renewal Payment") until you cancel the Subscription as set forth below. 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.
11.3** Pricing and Payment.** Prices are subject to change at any time and, once such changes are posted at cinebody.com/pricing("Renewal Payment"), and 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.
11.4** Data Storage Fees. Your Subscription Cost entitles you to a specified data storage quota. Additional fees apply to data storage in excess of your quota and will be added as an Add-On. We will use good-faith efforts to notify you when you are about to exceed your quota. In any event, YOU ARE RESPONSIBLE FOR, AND AUTHORIZE US TO CHARGE YOU FOR, ALL EXCESS DATA STORAGE FEES THAT ACCRUE UNDER YOUR ACCOUNT, IRRESPECTIVE OF WHETHER YOU AUTHORIZED THE USERS LINKED WITH YOUR ACCOUNT TO ACCRUE SUCH FEES. WE ARE ALSO NOT RESPONSIBLE FOR ANY DATA USAGE AND OTHER FEES IMPOSED ON YOU BY YOUR CELLULAR AND INTERNET SERVICE PROVIDERS AS A RESULT OF YOUR SUBMISSION OF CONTENT AND OTHER PLATFORM USAGE.**
11.5** Cancellation of Subscriptions.** In order to cancel a Subscription and no longer make a Renewal Payment ("Cancel"), you must follow the instructions to cancel as set forth on the platform. Cancellations are effective as of the end of the then-current term. There is no early cancellation, and n refunds of prepaid fees are given in connection with cancellations. Please note that if you cancel (or if we terminate your account) all content and materials (including all Content) may be deleted in our discretion. You may also pause or suspend your account as set forth on the platform, so long as you pay the applicable storage fees during such paused period. If you pause or suspend your account you may not have access to your content or team information.
12.** Monitoring of Content.** 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.
PART B. TERMS APPLICABLE TO REGISTERED AND UNREGISTERED USERS OF THE SITE
Attn: Copyright Agent
3839 N Jackson Street
Denver, CO 80205
Cinebody may at its sole discretion limit access to the Platform and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.