TERMS OF SERVICE
These Terms of Service (the “Agreement”) set forth the terms and conditions that apply to your access and use of the internet website owned and operated by Scriptation LLC (“Scriptation”) and located at scriptation.com and *.scriptation.com (the “Site”) including all subsidiary webpages and access to any version of the Site via a wireless device or application, and access and use of the services available thereon (the “Services”). This Agreement is legally binding between you, the person using this Site (“you”), and Scriptation. Terms such as “we,” “our” and “us” refer to Scriptation.
On our Site, we may provide short summaries of the terms and conditions in this Agreement. Any such summaries are provided only for your convenience, are not legally binding and do not modify this Agreement in any way.
Ability to Enter into this Agreement
Children 13 years of age or younger may not use the Site or the Services. In addition, in order to enter into this Agreement, you must be 18 years old or have otherwise reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.
You may not use the Services and may not accept this Agreement if (a) you are not of legal age to form a binding contract with Scriptation, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are a resident or from which you use the Services.
Before you continue, you should print or save a local copy of this Agreement for your records.
Your Profile Information and Account
In order to access certain Services, you may be required to provide information about yourself (such as API, identification or contact details) as part of the registration process for the Service or as part of your continued use of the Services. You may also have to create passwords or other forms of authentication. You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your profile information. You agree and understand that you are responsible for maintaining the confidentiality of any such information or passwords. Accordingly, you agree that you will be solely responsible to Scriptation for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Scriptation immediately.
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your profile information. If you become aware of any unauthorized use of your Account or profile information, you are responsible for notifying Scriptation immediately.
By providing us with your e-mail address, you agree to receive all required notices electronically to that e-mail address. It is your responsibility to update or change that e-mail address, as appropriate.
By providing us with your phone number, you agree to allow Scriptation to contact you via that telephone number regarding all billing notices and/or inquiries (including, but not limited to: payment issues, billing discrepancies, declined/failed payments and/or expired payment methods). It is your responsibility to update or change that phone number, as appropriate.
You shall pay all fees specified in any subscription to Services or use of the Site (“Subscription”). We will charge you a periodic fee based on the Subscription you choose. Such fees shall be billed in advance for each period and are non-refundable except as specifically mentioned in this Agreement. There will be no refunds or credits for partial months of service or for periods in which your Subscription remains active but you do not use the Services
We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting such fee changes to the Services or on the Site.
At our discretion, we may offer free or discounted pricing for use of the Services (a “Trial Program”). Once the terms of any Trial Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple accounts on the Site in order to receive additional benefits under any Trial Programs.
You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with your Subscription at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
All prices listed, fees, charges and refunds are issued in USD. We make no guarantees as to the exchange rate between any currencies, or that the exchange rate will remain unchanged during any period of time. The cost of Services may increase or decrease over a given period of time depending on the currency you choose to pay with and the specific exchange rate at that time. Refunds are likewise issued in USD and are subject to exchange rate volatility. There will be no additional refunds or credits issued in consideration of current or eventual exchange rates. You are responsible for any currency exchange taxes, fees, or other costs that may incur by making a purchase of our Services.
Intellectual Property Rights
All right, title, interest and ownership and intellectual property rights in and to the Site, Scriptation trademarks, copyrights, patents, and the templates provided via the Site, including but not limited to its “look and feel” (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than your Content (as defined below), are and will remain the property of Scriptation or its software or content suppliers. Any templates or derivatives of templates provided that you may build using the Site belong to Scriptation.
Subject to the terms and conditions of this Agreement, Scriptation grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid Subscription.
You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to Scriptation related to the Services, the Site or Scriptation or its business (“Feedback”) is Scriptation’s property without any compensation or other consideration payable to you by Scriptation, and you do so of your own free will and volition. Scriptation may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Scriptation may decide into the Site, its software, the Services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Scriptation in any Feedback and, as applicable, waive any moral rights.
Scriptation owns any test results, data information and other output generated by your use of the Site and/or the Services during the term of this Agreement.
All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Scriptation or its affiliates. All other trademarks or service marks are property of their respective owners. Nothing in this Agreement grants you any right to use any trademark, service mark, logo, and/or the name of Scriptation LLC or its affiliates.
All right, title, interest and ownership and and intellectual property rights in and to the content of material created or uploaded to the Site by you that is not Feedback (collectively, the “Content”) shall be and remain your exclusive property.
You hereby grant to Scriptation a non-exclusive, royalty-free license to display your name and/or the name of your affiliated production company or other business entity on the Site as one of Scriptation’s customers and you hereby represent and warrant to Scriptation that you have the power and authority to grant this license.
You agree to safeguard, keep secret and not to disclose to any third party, any Confidential Information (as defined below) acquired, learned or provided from Scriptation during or after your use of the Services or Site. “Confidential Information” means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.
Disclaimer of Warranties
YOUR USE OF THE SITE AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SCRIPTATION EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
SCRIPTATION DISCLAIMS ANY WARRANTY THAT THE SITE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT, FROM TIME TO TIME, SCRIPTATION MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR OTHER ACTIONS THAT SCRIPTATION, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. SCRIPTATION MAKES NO GUARANTEE REGARDING: (A) THE SECURITY OF ANY INFORMATION PROVIDED BY YOU INCLUDING BUT NOT LIMITED TO YOUR API; OR (B) THE COMPATIBILITY OF YOUR SOFTWARE, HARDWARE OR CONTENT WITH THE SITE.
SCRIPTATION IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS OR FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY SCRIPTATION, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY SCRIPTATION.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE. SCRIPTATION DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SCRIPTATION OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE SITE IS OFFERED AND CONTROLLED BY SCRIPTATION FROM ITS FACILITIES IN THE UNITED STATES. SCRIPTATION MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
Support for the Services is only available for those who have an active, paid Subscription.
Support and updates for the Site and Services are granted from the date on which you purchase the Subscription until the expiration of the Subscription. After the Subscription is terminated, you must renew your Subscription in order to continue receiving support and updates.
Support for the Site and Services is provided as long as they are maintained by Scriptation or its designated affiliates or agents. Scriptation reserves the right to discontinue the Services and/or Site at any time, as well as any accompanying support or updates (“Services Termination”).
While we attempt to provide the best support possible for our plugins, we do not guarantee that any particular support query can or will be answered to the extent that the inquirer’s satisfaction.
As long as you have an active Subscription, Scriptation hereby grants to you a non-exclusive, non-transferable license to use the Services and Site according to the Subscription you have purchased. Only a license holder is permitted to request support or access support resources for the Site or Services. If any attempt is made by another party other than the license holder to access support for the Site or Services in a manner not specified, we reserve the right to suspend indefinitely the associated license key without notice or consent.
You may not copy, share, re-post or otherwise transmit any content, data, information, or code from any portion of the Site, including support forum and documentation materials. If you attempt to copy, share, re-post or otherwise transmit content content in a manner specified above, we reserve the right to suspend indefinitely the associated license key without notice or consent.
Sharing, transferring or reselling your license key to or with a third party is not allowed. If we discover a violation of this rule, we reserve the right to immediately suspend the account and/or license key without notice, indefinitely.
Limitation of Liability / Exclusion of Consequential and Related Damages
IN NO EVENT WILL SCRIPTATION’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING ANY INCIDENT RELATED TO ANY LEGAL CLAIM BY YOU. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
IN NO EVENT WILL SCRIPTATION HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN SCRIPTATION AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT SCRIPTATION WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.
Scriptation reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, with or without notice to You, at any time and for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Scriptation shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any such modification, suspension or discontinuance.
You agree to indemnify, defend, and hold harmless Scriptation, and its subsidiaries, affiliates, co-branders, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to this Agreement or the Site, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content; (b) your breach or alleged breach of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party. Scriptation reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Scriptation and you agree to cooperate with Scriptation’s defense of these claims. You agree not to settle any matter without the prior written consent of Scriptation. Scriptation will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Unless you cancel your Subscription through the Site before the end of the applicable Subscription period, your Subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly Subscription for such renewal using any credit card or other payment medium we have on record for you.
Cancellation and Termination
If you wish to cancel your Subscription, you can do so through the Site before the end of your subscription term. You will remain liable for all charges accrued on your account up to the time that you downgrade or cancel your Subscription, including full monthly fees for the month in which you cancelled.
Upon cancellation of your Subscription, Scriptation is under no obligation to maintain or store your account information or Content. Scriptation may, at its option, either delete your information and Content immediately or retain it (in full or in part) in accordance with Scriptation’s processes and practices.
Scriptation reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason. In addition, Scriptation may, in its sole discretion, at any time, temporarily or permanently suspend access to your account, Subscription or access to the Services for any violation or suspected violation of this Agreement. Scriptation also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of Canada and the United States. Scriptation reserves the right to terminate any portion of the Site at any time, for any reason, with or without notice.
Scriptation will only provide a refund if a request for a refund is received within 24 hours of the charge. While some refunds may be instant, refund credit can take up to 5 – 10 business days to show up in your credit card statement.
On occasion, Scriptation may offer purchase incentives in the form of Subscription discount codes. Discount codes are applied on an introductory basis, meaning that are only applied for the first term of the Subscription selected. Discount codes do not perpetuate with the life of the Subscription. After your initial term has passed, Subscriptions will be charged the regular price.
Agreement to Governing Law and Jurisdiction
If there is any dispute between you and Scriptation about or involving this Agreement, the Site or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Los Angeles, CA, with respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, the Site or the Services, howsoever arising, provided always that Scriptation may seek and obtain injunctive relief in any jurisdiction.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.
You agree that if Scriptation does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Scriptation has the benefit of under any applicable law), this will not be taken to be a formal waiver of Scriptation’s rights and that those rights or remedies will still be available to Scriptation.
The sections titled “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Limitation of Liability/Exclusion of Consequential and Related Damages”, “Indemnity” and “Agreement to Governing Law and Jurisdiction”, “Severability”, “Legal Remedies”, “Surviving Provisions”, “Arbitration” and any other provisions that by their nature are intended to survive will survive any actual or purported termination of your account or termination or expiration of this Agreement and shall continue in full force and effect.
Manner of Giving Notice
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Billing-related notices to you shall be addressed to the relevant billing contact designated by you. All other notices to you shall be addressed to the relevant contact designated by you.