Date of Last Revision: July 10, 2015
You are about to read a bunch of legal words that are basically asking you to do the right thing. If you aren’t sure, don’t do it or continue reading and you will likely see it in black and white. Also, Terms of Service outlines the contract between you and twine.it regarding our products and services. Please read carefully prior using twine.it.
GENERAL TERMS OF SERVICE
1) ACCEPTANCE OF TERMS
This Terms of Service Agreement (“Agreement”) constitutes a binding contract between you, the end-user (“User” or “Users”), and us, twineSTUDIO, LLC. Regarding use of the twine.it (“Website”), or our mobile applications including twineLIVE or other as yet to be released (collectively as “Services”), and or any of our social networking sites. By using or accessing the Services, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, please do not use the Website or Services, as applicable.
2) ACCOUNT ACCESS
In order to access some features of the Website or Services, you will have to create an account. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. We reserve the right to terminate your access to all or part of the Website or Services at any time in our sole discretion and without prior notice.
3) AUTOMATED ACCESS LIMITATION
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or similar technological devices or programs that access the Websites or Services in a manner that sends more request messages to the Website’s or Services’ servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser.
4) CONTENT LICENSE
You grant to us a non-exclusive, transferable, sub-licensable, worldwide, perpetual, royalty-free license to use, in any manner whatsoever, all or any portion of your User content in connection with the Websites and our Services. You represent and warrant that you have the right to grant the license of your User submissions granted in this Agreement. You are still the owner of your User submissions and are still free to use them in any manner you choose.
5) CONTENT MONITORING
We may, but have no obligation, to monitor or enforce any intellectual property rights that may be associated with our User submissions; however, you grant us the right to enforce such rights through any means we see fit, including bringing and controlling actions on your behalf. You shall be solely responsible for your own User submissions and the consequences of posting or publishing them. As such, your sole recourse for any damage you may suffer as a result of User submissions shall be to pursue the originator of such User submissions.
We have no obligation to accept, display, review, monitor, or maintain any User submissions. We reserve the right to delete User submissions from the Website without notice for any reason at any time. You acknowledge that you do not rely on us to monitor or edit the Website and Services and that the Website and Services may contain content, which you may find offensive, and you hereby waive any objections you might have with respect to viewing such content.
You agree to adhere to generally accepted rules of etiquette and standards of behavior. The following rules of conduct apply to your use of the Websites and Services and to any of your User submissions. You may not, in connection with the Websites or Services upload, post, email or otherwise transmit any User submission that:
A) is libelous or defamatory, pornographic, sexually explicit, unlawful or plagiarized;
B) infringes or violates any patent, copyright, trademark, trade secret or other property right;
C) breaches a duty of confidentiality by which you are bound due to a contractual or fiduciary relationship (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
D) a reasonable person would consider harassing, abusive, threatening, harmful, vulgar, profane, obscene, excessively violent, racially, ethnically or otherwise objectionable or offensive in any way;
E) constitutes a breach of any person’s privacy or publicity rights, a misrepresentation of facts, or hate speech;
F) violates or encourages others to violate any applicable law, statute, ordinance or regulation;
G) promotes software or services that deliver unsolicited e-mail;
H) contains viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful programming routines;
I) provides any telephone numbers, street addresses, last names, URLs or email address;
J) engages in commercial activities;
K) harms minors in any way;
L) solicits personal information from anyone under 18;
M) provides false or deceptive information;
N) deletes, adds or otherwise changes other people’s entries or other content when you have not been granted the privileges to do so; or
O) allows usage by others in such a way as to violate this Agreement.
7) LIMITATIONS OF LIABILITY
YOU USE THE WEBSITE AND SERVICES AT YOUR OWN RISK. WE ARE PROVIDING THE WEBSITE AND SERVICES “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE WEBSITE WILL BE SAFE OR SECURE. WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING FROM YOUR USE OF THE WEBSITE AND SERVICES WILL NOT EXCEED THE AMOUNT YOU HAVE PAID US IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
8) CHANGES AND UPDATES TO THESE TERMS OF SERVICE
We may update this Agreement from time-to-time in our sole discretion and without prior notice. It is recommended that you review this Agreement when using the Services to stay abreast of any changes and be informed about our information practices. As the Agreement is updated we will change the date at the top of this Agreement. We will strive to notify you about material changes in the Agreement by sending a notice to the primary email address specified and/or by placing a notice on the Website. If we decide to change our Agreement, we will post those changes to this Agreement statement, the home page, or other places we deem appropriate.
The Buyer shall indemnify the Vendor against, and shall hold Vendor harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorney’s fees, arising out of, connected with, or resulting from Buyer’s use and/or possession of the Equipment, including, without limitation, the manufacture, selection, delivery, possession, use, operation or return of the Equipment and/or Software.
No covenant or condition of this Agreement may be waived except by the written consent of the Vendor. Forbearance or indulgence by the Vendor in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by the Buyer to which the same may apply, and, until complete performance by the Buyer of any covenant or condition, the Vendor shall be entitled to invoke any remedy available to the Vendor under this Agreement or by law or in equity despite said forbearance or indulgence.
11) ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Vendor and the Buyer and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. It shall not be amended, altered or changed except by a written agreement signed by the parties hereto.
13) All notices under this Agreement shall be in writing (email) and service shall be sufficient if given personally or mailed by certified mail to the party involved at its respective address hereinabove set forth, or at such address as such party may provide in writing from time to time. Any such notice mailed to such address shall be effective when received.
Whenever the word “Buyer” or “Vendor” is used herein, it shall include all assignees.
Time is of the essence in this Agreement and in each and all of its provisions.
16) LAW TO APPLY; JURISDICTION
This Agreement shall be construed under and in accordance with the laws of the State of Ohio, and all obligations of the parties created hereunder are performable in accordance therewith. Jurisdiction with regard to any dispute relating to this Agreement, including the interpretation or construction, performance, or enforcement of its Agreement, shall be in the appropriate federal or state court located in Lucas County, Ohio with appropriate subject matter jurisdiction.
17) PARTIES BOUND
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns where permitted by this Agreement.
18) LEGAL CONSTRUCTION
If anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
twineSTUDIO SOFTWARE LICENSE AND TERMS OF SERVICE
The twineSTUDIO Software License and Terms of Service is applicable to those whom engage in the use of our twineSTUDIO Photo Station software. If you have downloaded or are in any way using the twineSTUDIO software please continue, as this is applicable to you.
This Agreement is made by and between twineSTUDIO, LLC (“Vendor”) and the client/company named in this Agreement (“Buyer”).
This Agreement is applicable to the twineSTUDIO and related administrative dashboard or other as yet to be released proprietary software (“Software”) offered by twineSTUDIO, LLC (“Vendor”).
In consideration of the mutual promises, covenants and conditions herein contained, the parties hereto agree as follows:
Vendor hereby grants Buyer a non-exclusive, perpetual license to use the Software purchased by Buyer under this agreement. The Software is made available to Buyer by way of web application and mobile app, and no hard copy of electronic stored version is provided to Buyer. Buyer shall not sell, assign, transfer, copy or sublicense such Software.
20) OWNERSHIP & CONTROL OF SOFTWARE
B) Vendor reserves the right to modify, enhance, or otherwise change or supplement the Software, and such modifications, enhancement, changes, or supplements will be made available to Buyer.
C) If the Software becomes no longer generally available for use, Vendor reserves the right to withdraw the Software from the market and terminate its availability to the public, including Buyer. In this event, Vendor will make every reasonable effort to provide a minimum of thirty (30) days prior notice to Buyer. If possible, support and updates, if available, will be provided to Buyer, without cost, for a twelve (12) month period following the notice of unavailability.
21) EVENT CONTENT LICENSE
You grant to us a non-exclusive, transferable, sub-licensable, worldwide, perpetual, royalty-free license to use, in any manner whatsoever, all or any portion of submissions resulting from events hosted using the twineSTUDIO Photo Station software in connection with the Websites and our Services. You represent and warrant that you have the right to grant the license of your submissions granted in this Agreement. You are still the owner of your submissions and are still free to use them in any manner you choose.
The Software is valuable to Vendor and shall be treated as confidential information of Vendor. Buyer shall not cause or permit reverse engineering, disassembly or decompilation of the Software or disclosure, copying, display, loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise) or other dissemination of the Software, in whole or in part, to any third party without prior written consent of Vendor. Customer shall not modify, enhance or otherwise change or supplement the Software.
The licenses granted under this Agreement shall remain in effect until Vendor terminates the license by reason of Buyer’s breach of any of the terms or conditions of this Agreement.
Buyer’s obligations under this Agreement shall survive expiration or termination of this Agreement for a period of twelve (12) months.
25) PRIVACY RELEASE: PUBLIC/PRIVATE GALLERY
Buyer has the option to have photographs from an event, at which Buyer uses the Equipment, posted in a private online gallery viewable and sharable only by guests that have the proper credentials to enter the gallery. It is also an option to have a gallery publicly viewable by anyone on the Internet and searchable by search engines. Regardless of your selection, event guests will have the ability to share event photos outside of Vendor’s website, mobile application (twineLIVE) and area of control. Should the gallery contain potentially offensive content, the gallery must be kept private.
26) BUYER RESPONSIBILITY & UNDERSTANDING
Buyer acknowledges, understands and shall be responsible for the following:
A) The content of all photos generated by the Software.
B) That photos (even if made private) will be uploaded and available on the Internet and may be shared by event guests to areas outside the control of Vendor’s website (www.twine.it) and/or mobile application (twineLIVE).
C) Notifying guests at all events that photos will be uploaded, viewable and shareable on the Internet.
D) Buyer assumes all risk associated with minors under the age of 18 taking photos, or having their photos taken, via the Equipment or Software and that minors under the age of 13 must have parental or guardian consent to use the Equipment.
27) CONNECTION ACCESS
For proper operation, Software requires access to a Wi-Fi (ideally dedicated) or cellular (if Equipment is equipped) Internet connection. Please note that the Software requires an Internet connection to operate in real time. If a Wi-Fi connection is not available, use of a mobile cellular connection may be attempted. Buyer acknowledges that Vendor is not responsible for the quality of operation of any Wi-Fi connection, mobile cellular or Internet hot-spot, either provided or supplied. Should a connection not be available, Vendor will attempt to assist Buyer to recover photos that did not upload but does not guarantee that this can be accomplished in all circumstances.
28) NO OFFER OF FRANCHISE OR OTHER ARRANGEMENT
Buyer acknowledges that Vendor has developed a franchise opportunity related in part to use of the Equipment and Software. Buyer specifically acknowledges and agrees, however, that neither the discussions between Vendor and Buyer with respect to this sale, and carrying out the agreements set forth, herein, constitute an offer of a franchise or other similar arrangement, or a franchise itself, but merely a pure sale of the Equipment and/or license of Software.
29) TRIAL/DEMO CONDITIONS
From time to time we may offer a limited free trial/demo version of the twineSTUDIO Photo Station and related software services. The features and version of the demo software may be different form the fully licensed version of the software and may be subject to additional terms and conditions as is specified at the point of sale.
If you have any suggests, comments or questions, please contact us at email@example.com.