Last Updated: September 29, 2017
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY DOWNLOADING OUR MOBILE APPLICATION, ESTABLISHING AN ACCOUNT, USING OUR SERVICES, AND/OR NAVIGATING OUR WEBSITE, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE TERMS; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS THE TERMS OF AN UNDERLYING VIDEO PROJECT BRIEF WHICH IS EXPRESSLY INCORPORATED AND REFERENCED HEREIN. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.
TO THE EXTENT THE SERVICES MAY BE USED TO REPRODUCE COPYRIGHTED MATERIALS FROM CUSTOMER, IT IS LICENSED TO YOU ONLY FOR THE REPRODUCTION OF NON-COPYRIGHTED MATERIALS, MATERIALS IN WHICH YOU OWN THE COPYRIGHT, OR MATERIALS YOU ARE AUTHORIZED AND LEGALLY PERMITTED TO REPRODUCE. IF YOU ARE UNCERTAIN ABOUT YOUR RIGHT TO COPY OR PERMIT ACCESS TO ANY MATERIAL, YOU SHOULD CONTACT YOUR LEGAL ADVISOR.
IF YOU ARE UNSURE AS TO THE TERMS SET HEREIN, PLEASE DO NOT PROCEED FURTHER AND CONTACT SUPPORT AT SUPPORT@90SECONDS.TV.
1. 90 SECONDS PLATFORM – What we do.
- 90 Seconds is the world’s leading cloud video creation platform (the “Platform”).
- The Platform facilitates companies (“Customer”) to purchase, plan, shoot, edit, and review video anywhere in the world, online and mobile (collectively “Services”) by enabling them to collaborate with video creative professionals (“Creators”) to produce digital assets including but not limited to video or photographic content captured at 90 Seconds film shoots, all graphics, animation, illustrations, concept art, including source files, storyboarding, draft and final outputs including video, static graphics or animations, any creative concepts and scripts (“Digital Assets”) in accordance with the specifications provided by the Customer (“Video Project Brief”).
- Subject to your compliance with these Terms, we grant you a limited, non-exclusive and non transferable access to the Platform through our mobile application(s) (the “App”) and/or our website for Creators that is available at http://90seconds.tv/ (the “Website”) to use our Services.
2. ACCOUNT – Getting Started
- To use the Services, you need to establish an account by signing up through our App or our Website (the “Account”).
- Once you create an Account you will be able to customize your profile (“Profile”).
- You agree to provide accurate, current and complete information about yourself.
- You are responsible for keeping your password secret and secure. You must immediately notify us of any unauthorized use of your password, account or any other breach of security of which you become aware.
3. CREATING DIGITAL ASSETS – You Agree to Job and Timeline in your Work Contract and we will pay you.
- “Job” is one or more tasks that need to be completed on the Video Project Brief.
- “Video Project Brief” includes the parameters, specifications, and terms and conditions of the project to deliver Digital Assets.
- “Work Contract” that may sometimes be referred to as “Contract Details” is sent to you through the Platform to perform Job and it contains information such as Start Date, End Date, Due Date, Contract Price, and Job, and the link to Video Project Brief.
- By clicking the “Accept” button on the Work Contract, you agree to the Job and the Video Project Brief.
- Clicking “Accept” Button on the Work Contract will constitute a valid and binding agreement, and such terms and conditions will be incorporated into these Terms for all purposes. Any non-compliance by you with the terms of such Work Contract, Video Project Brief, or Job will be deemed a violation of these Terms. If you believe that you will not be able to adhere to specifications in the Work Contract, Video Project Brief or Job, please do not accept the Work Contract.
- You agree to treat the contents of the Work Contract, Video Project Brief, and Job, and any information related to the Customer as confidential and not to disclose such information to any third party.
4. COLLABORATION AND COMMUNICATION – Using our Platform you may communicate with the Producer and Customer.
- Every Video Project Brief is assigned a Producer. “Producer” liaises with the Customer and Creators manages all the aspects of the Video Project Brief.
- Producer also manages the project to ensure that a successful Digital Asset is created for the assigned Video Project Brief.
- All communication between you and the Customer must go through the 90 Seconds Platform as online message posted on the 90 Seconds Platform (a “Comment”).
- You also agree that any phone conversations between you and the Customer will must be recorded in detail on the 90 Seconds Platform as a Comment. A Comment on the Brief must always be the first option used to communicate with the Customer.
5. RELATIONSHIP – You are an independent contractor
- You and 90 Seconds, are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties.
- You and 90 Seconds shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant.
- You have no power or authority to bind 90 Seconds to any obligation, agreement, debt or liability. You are not to hold itself out as an agent or representative of 90 Seconds.
6. INTERACTION – Your interaction with Customers of 90 Seconds
- You agree that all your interactions with our Customer(s) for a Video Project Brief will be only over our Platform.
- If within one year of your last Job, a Customer requests you to work on a project directly, you agree to direct them to the Platform. You may ask that Customer to make you their ‘preferred’ Creator on our Platform.
7. DIGITAL ASSETS AND INTELLECTUAL PROPERTY RIGHT – You agree to assign all Digital Assets created by you during the Job pursuant to the Video Project Brief to 90 Seconds.
- You represent that you are the author and the owner of the Digital Assets that you create pursuant to the Video Project Brief and Job.
- You agree to assign all the rights to the Digital Assets that you create pursuant to the Video Project Brief and Job to 90 Seconds.
- You assign ownership, rights, title, or interest in the Digital Assets. You further agree not to challenge the 90 Seconds’ ownership, rights, title or interest in the Digital Assets and its right to register the copyright and any other intellectual property rights, and use or license the Digital Assets at its sole discretion.
- You agree to execute any and all relevant instrument(s) as may be necessary to effectuate such a transfer so that 90 Seconds may register copyright or trademark rights with the U.S. or other governments, as applicable.
- You acknowledge that you do not hold any copyright or trademark interest in the Digital Assets, including any changes, derivations, or substantially similar artwork or designs related to the Digital Assets.
- You also waive your moral rights in the Digital Assets.
- If you wish to use Digital Assets for a limited promotional purpose, then you may do so only by obtaining our prior written consent.
8. DELIVERY – How to deliver Digital Assets and complete the Job.
- You agree to deliver Digital Assets within the stated time on the Video Project Brief or the Work Contract.
- Delivery of Digital Assets must be made by uploading through or attaching to the associated Video Project Brief immediately after Job completion.
- Delivery is complete when Digital Assets are uploaded to the Platform or as described in the Video Project and all the required edits have been made. The file size of the Digital Assets should be within the limits set forth in the Video Project Brief.
9. TERMINATION – Work Contract may be terminated if Customer terminates Video Project Brief or if you break the Terms.
- 90 Seconds reserve the right to terminate any Work Contract for the following reasons:
- You fail to meet the conditions and expectations outlined in their Work Contract or Video Project Brief.
- Customer terminates the Video Project Brief.
- You fail to adhere to the 90 Seconds Creator Terms and Conditions
- You engage in any physical or psychological abuse, or threatens, assaults, or harasses another person (whether sexually, racially or otherwise) during the performance of the Work Contract
- You undertake any other conduct, either during the performance of Job or otherwise, that in the 90 Seconds’ opinion could damage 90 Seconds’ reputation or relationships.
- If your Work Contract is terminated due to your not meeting the conditions and expectations of the Work Contract or Video Project Brief or failing to adhere to the 90 Seconds Creator Terms and Conditions, 90 Seconds reserves the right to withhold some of or all the payment of the Work Contract.
- If Customer terminates the Video Project Brief resulting in termination of the Work Contract, 90 Seconds will:
- Notify you as soon as reasonably possible of the termination
- Pay for any Jobs and Work Contracts already completed. However, please note that if Job or Video Brief is cancelled by 90 Seconds’ Customer within twenty-four (24) hours before the start of the Job or Video, only then you will be paid in full. However, if Job or Video Brief is cancelled by 90 Seconds’ Customer before the above-mentioned time period, you agree that 90 Seconds’ will have discretion on the amount due to you.
- Partial completion of a Job will result in a reasonable partial payment determined by 90 Seconds in its sole discretion using the following criteria:
- How much work has been completed on the Job;
- The quality of the work;
- The speed at which the work was delivered.
- Upon termination of the Work Contract or upon 90 Seconds request at any other time, you will deliver to 90 Seconds all of the Digital Assets together with all copies thereof, and any other material containing or disclosing any Digital Assets, Third Party Information, or Confidential Information.
- Upon request, and at the end of the Work Contract, you will promptly deliver to 90 Seconds all property or material belonging to or concerning 90 Seconds which is in your possession or control. This includes any keys or access cards, and any hard-copy, audio or electronic documents that relate to 90 Seconds or contain confidential information or intellectual property.
- Sections 1, 7, 9(d), 9(e), 9(f), 10, 12, 17- 21, 24, and 26-28 shall survive any termination or expiration of these Terms.
10. REPRESENTATIONS AND WARRANTIES – We rely on your following assurances.
- You represent and warrant that:
- you have the full power and authority to comply with these Terms, and your activity hereunder conflicts with any obligation on your part;
- the information and qualifications that you have provided in your Profile is accurate and truthful and that samples that you have submitted to create the Account are your original works; and
- to the extent that you upload any Digital Assets through the use of the Platform and Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such Digital Assets and that such Digital Assets does not violate intellectual property rights of any third party.
11. CODE OF PROFESSIONAL CONDUCT – We strive to fostering an environment that is respectful and free from harassment and discrimination.
90 Seconds is committed to fostering an environment that is respectful and free from harassment and discrimination, including on the part of Creators. 90 Seconds does not tolerate harassment of or discrimination against any 90 Seconds employee, client, or third-party service provider. Your conduct may also impact 90 Seconds’ reputation with our Customers.
Accordingly, you agree to follow, and will ensure that all of your personnel (i.e., those who work for you either as employees or subcontractors) will follow a professional level of conduct, including:
- completing each Brief with integrity and the highest standards of professional conduct;
- treating and speaking with 90 Seconds’ Customers and their respective employees in a respectful, courteous and professional tone and demeanor;
- communicating with 90 Seconds’ employees in a respectful, courteous and professional tone and demeanor,
- not performing any Project while under the influence of drugs or alcohol;
- not requesting or accepting anything of value from 90 Seconds’ Clients, or third-party service providers;
- not directly or indirectly soliciting any of 90 Seconds’ Customers for the purpose of securing additional work to the detriment of 90 Seconds’ business relationship with our Customers;
- Refraining from discussing the terms of the project for which you have been hired, including terms of compensation, with anyone other than 90 Seconds;
- Maintaining a clean and professional personal appearance when working on a 90 Seconds project.
If you are not able to comply with 90 Seconds’ Code of Professional Conduct, please notify 90 Seconds and Client immediately. You agree that your violation of this Code of Professional Conduct is a material breach of these Terms, which entitles us to terminate these Terms immediately.
12. PAYMENT – Don’t skip reading this!
- Subject to your compliance with these Terms and the Video Project Brief you shall be compensated in United States dollars (“Payment”).
- To facilitate Payment, you will be required to establish a PayPal account and to provide us with sufficient information to allow us to transfer funds to you. In certain limited situations, we may offer payment via bank transfer.
- You agree to provide accurate information for facilitating Payment and if we are unable to facilitate the Payment because of inaccurate information provided by you, we will inform you through reasonable means and you will have 15 days to furnish accurate information to us for facilitating Payment.
- You agree to promptly return the monies to us, if the amount remitted to you is more than Payment due. You also agree to contact us on the Platform to inform us about the same.
- You agree that you, the Creator, is responsible for all fees, such as equipment rentals, photographer fees, model fees, location fees, government fees etc., that may be incurred in connection with the Video Project Brief unless mentioned otherwise.
- You further agree that you will report to all applicable government agencies as income all payments received by you pursuant to these Terms. This means you will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency for any payments received by you. You are not entitled to any benefits paid or made available by 90 Seconds to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by 90 Seconds pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You agree to defend, indemnify and hold harmless 90 Seconds and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from your breach of the foregoing obligations.
13. ASSIGNMENT – These Terms are for your benefit only.
These Terms is only for the benefit of you, the Creator. You shall have no right to assign these Terms or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
14. RESTRICTIONS – Things to keep in mind while using our Platform, Website, App, etc.
- You agree that that our Platform, Website, App, graphics, trademarks, and editorial content, contain proprietary content, information and material, are owned by 90 Seconds and/or its licensors, including our customers, brands and agencies, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform, Website, App, etc. or in any manner that is inconsistent with the terms of these Terms.
- You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Platform, Website, App, etc. in any manner, and you shall not exploit our Platform, Website, App, etc. in any unauthorized way whatsoever, including but not limited to, using our Platform, Website, App, etc. to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use our Platform, Website, App, etc. in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that 90 Seconds is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Platform, Website, App, etc.
15. COMPETITIVE OR CONFLICTING JOBS – Don’t take another job that competes with our Customer or 90 Seconds while under Work Contract.
- You agree, during the term of the Work Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with your obligations under the Work Contract, including by providing services to a competitor of the Customer.
- You also further agree not to disclose to, deliver to, or induce 90 Seconds to use any confidential information that belongs to anyone other than 90 Seconds, the Customer or you.
16. 90 SECONDS COMMUNICATIONS – How we communicate with you.
- By establishing an Account with 90 Seconds, you agree to communicate with us via our Platform and receive communications from us via push notifications. We will not send you any promotional emails. However, if you happen to receive promotional email, contact us immediately email@example.com.
- You may not be able to unsubscribe from receiving essential Service-related and Account-related informational (transactional) emails from 90 Seconds. If you do wish to unsubscribe from such emails, please send your request to firstname.lastname@example.org with subject line: “Unsubscribe from 90 Seconds Transactional Emails.” Please note that unsubscribing from such emails will impact your use and enjoyment of 90 Seconds Platform, Services, Website and App and will impact your communication with us and/or our Customers.
- Push Notifications. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Services as you will not receive update(s) on Video Project Brief, Jobs, Work Contract(s) or any other related Services that may result in breach of your obligations under these Terms.
17. CONFIDENTIALITY – Keep things confidential that are supposed to be confidential.
- In the event that any information is disclosed to you through your access to the Services related in any way to 90 Seconds and our business and the business of our customers which we deem to be confidential and proprietary, including but not limited to any Video Project Brief, you agree to hold such information in the strictest of confidence.
- You acknowledge that we or our Customer may provide confidential and proprietary information to you in connection with your use of the Services or participation in a Video Project Brief including, but not limited to 90 Seconds’ Platform, App, identity of our Customers, including any of our Customer’s, names, phone numbers, addresses, e-mail addresses, campaign, Video Project Brief, history, preferences, pricing information and other information regarding a Customer’s products, services, or initiatives, or other topics of the Video Project Brief and all other information which 90 Seconds considers to be confidential and proprietary or any special treatment that you may receive (which 90 Seconds reserves the right to provide in its sole discretion to any creator).
- Except as needed to perform your obligations hereunder, during the Term, you shall keep confidential and not disclose any information contained in a Video Project Brief. During the Term, you will also keep confidential and not disclose these Terms or to use any such information for your own purposes.
18. INDEMNIFICATION – You are responsible for the content that you make pursuant to the Work Contract, Job, and Video Project Brief.
- You shall indemnify, defend and hold 90 Seconds and our officers, employees, managers, directors, customers and agents (the “90 Seconds Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the 90 Seconds Indemnified Parties arising from any of the following:
- a breach of these Terms or underlying Video Project Brief;
- infringement of intellectual property rights of any third party;
- direct or indirect claim that arises out of the negligence, gross negligence or willful misconduct of you or your employees, agents or contractors;
- incorrect information provided by you in your Account or elsewhere ; or
- a failure by you or your employees, agents, contractors or invitees to comply with Applicable Laws and regulations.
19. DISCLAIMER OF WARRANTIES
YOUR USE OF THE PLATFORM AND/OR THE SERVICES IS AT YOUR SOLE RISK. THE PLATFORM AND/OR THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (I) PLATFORM AND/OR THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO PLATFORM AND/OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF SERVICES, PLATFORM, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PLATFORM AND/OR THE SERVICES WILL MEET YOUR EXPECTATIONS.
20. LIMITATION OF LIABILITY AND ASSUMPTION OF RISK
TO THE MAXIMUM EXTENT PERMITTED BY LAW, 90 SECONDS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING FEES NOT RECEIVED AS A RESULT OF MALFUNCTION OF THE PLATFORM, WHETHER DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL 90 SECONDS’ TOTAL LIABILITY FOR ALL CLAIMS RELATED THE SERVICES OR THESE TERMS EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR ANY AMOUNTS PAID BY 90 SECONDS TO YOU IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
YOU AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVE, KNOWINGLY AND FREELY ASSUME ALL RISK WHEN ACCESSING THE PLATFORM, OR USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY 90 SECONDS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE PLATFORM, OR THE SERVICES (II) YOUR USE OF OUR SERVICES, PLATFORM, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM THE USE OF THE PLATFORM OR SERVICES, (III) VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES, (IV) CLAIMS, OR ANY DECISION BY A COURT, ARBITRATOR, OR GOVERNMENT AGENCY, THAT 90 SECONDS IS OBLIGATED TO PAY ANY WITHHOLDING TAXES, SOCIAL SECURITY, UNEMPLOYMENT OR DISABILITY INSURANCE OR SIMILAR ITEMS IN CONNECTION WITH ANY PAYMENT RECEIVED BY YOU UNDER THE TERMS, (V) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY OR INTELLECTUAL PROPERTY RIGHTS, (VII) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION, (VIII) YOUR WILLFUL MISCONDUCT, OR (IX) ANY OTHER PARTY’S ACCESS AND USE OF THE SERVICE WITH YOUR UNIQUE USERNAME, PASSWORD OR OTHER APPROPRIATE SECURITY CODE.
21. COPYRIGHT INFRINGEMENT/DMCA NOTICE – See Something, Say Something.
- If you believe that any Campaign or Campaign Content violate your copyright, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c) must be provided to our designated Copyright Agent. It is our policy to terminate the accounts of repeat infringers.
- Your physical or electronic signature;
- Identification of the copyrighted work(s) that you claim to have been infringed;
- Identification of the material on our services that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
- You may send DMCA takedown notices to our designated agent: 90 Seconds Copyright Agent at email@example.com. You acknowledge that for us to be authorized to take down any content, your DMCA takedown notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
22. ANTI-BRIBERY AND EXPORT COMPLIANCE
- You agree not to promote, approach or use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any Laws or these Terms, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions.
- Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Services to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation.
23. MODIFICATIONS – If we modify these Terms, we will let you know.
- We reserve the right, at our sole discretion, to change or modify these Terms at any time.
- In the event, we modify these Terms, such modifications shall be binding on you only upon your acceptance of the modified Terms. We will inform you about the modifications via email or comparable means, as required by applicable laws. We will also post the modified version on this page. Continued use of the 90 Seconds’ Platform or Services after any such changes shall constitute your consent to such changes.
- During the Term and for five (5) years after that, you agree that you will not disparage 90 Seconds or any of 90 Seconds’ officers, directors or employees or otherwise take any action that reasonably be expected to adversely affect 90 Seconds’ reputation.
- For purposes of these Terms, “disparage” shall mean any negative statement, whether written or oral, about 90 Seconds or any of its officers, directors or employees.
25. FORCE MAJEURE – Unforeseeable circumstances that prevent from fulfilling the obligations under these Terms.
- Neither you or us shall be obliged to perform any of its obligations herein if either you or us is prevented from doing so by a situation of force majeure.
- “Force majeure” events shall include events beyond the reasonable control of either you or us including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by 90 Seconds’ suppliers and customers, including Clients, Agencies or technology suppliers, including defects in objects, materials or software of third parties.
26. GOVERNING LAW
- These Terms shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles.
- We each agree to submit to the personal jurisdiction of a state or federal court located in Delaware, for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 27.
27. DISPUTE RESOLUTION AND ARBITRATION – How we prefer to resolve disputes.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH 90 SECONDS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
27.1 Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and 90 Seconds agree (a) to waive your and 90 Seconds’ respective rights to have any and all Disputes arising from or related to these Terms, use of our Services and Platform, resolved in a court, and (b) to waive your and 90 Seconds’ respective rights to a jury trial. Instead, you and 90 Seconds agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court)
27.2 No Class Arbitrations, Class Actions or Representative Actions
You and 90 Seconds agree that any Dispute arising out of or related to these Terms or the Website, Content or Products is personal to you and 90 Seconds and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and 90 Seconds agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and 90 Seconds agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
27.3 Federal Arbitration Act
You and 90 Seconds agree that these Terms affect interstate commerce and that the enforceability of this Section 27 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
27.4 Notice; Informal Dispute Resolution
You and 90 Seconds agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to 90 Seconds shall be sent by email to 90 Seconds, Inc., at firstname.lastname@example.org. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your 90 Seconds account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with these Terms and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and 90 Seconds cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or 90 Seconds may, as appropriate and in accordance with this Section 27, commence an arbitration proceeding.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND 90 SECONDS AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR 90 SECONDS WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND 90 SECONDS WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and 90 Seconds agree that (a) any arbitration will occur in the State of Delaware, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of Delaware, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
27.6 Authority of Arbitrator
- As limited by the FAA, these Terms and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA rules. discovery in the arbitration shall be limited to one set of interrogatories, one set of request for admissions, and one set of request for production of documents.
- The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
27.7 Rules of AAA
The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
If any term, clause or provision of this Section 27 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 27 will remain valid and enforceable. Further, the waivers set forth in Section 27.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
27.9 Opt-Out Right
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION 27 BY WRITING TO: 90 SECONDS, INC., RE: OPT-OUT, SUPPORT@90SECONDS.TV IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 26.
28. MISCELLANEOUS – Just this last bit.
- If you access the Services through a mobile device owned or otherwise controlled by you (“Mobile Device”), your wireless service carrier’s standard charges, data rates, and other fees may apply. Some or all of the Services’ functionality may not work with all carriers or mobile devices. By accessing the Services on a mobile device, you agree that we may communicate with you by push notifications, text message, or other electronic means to your Mobile Device and that certain information about your usage of the Services through the mobile device may be communicated to us.
- This paragraph applies to any version of our App that you acquire from the Apple App Store or Google Play Store. these Terms are entered into between you and 90 Seconds. Apple, Inc. (“Apple”) or Google Play (“Google”) is not a party to these Terms and shall have no obligations with respect to our App. 90 Seconds, not Apple or Google is solely responsible for our App and the content thereof as set forth hereunder. However, Apple and Apple’s, and Google and Google’s subsidiaries are third party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
- These Terms incorporates by reference Apple’s Licensed Application End User License Agreement and Google Play Developer Distribution Agreement (collectively, “EULA”), for purposes of which, you are “the end-user.” In the event of a conflict in the Terms, the Terms of the EULA will take precedent.
- If you access our Platform and/or our Services through our Website, you need to make sure that your Internet connection is adequate for accessing our Website for Creators, our Platform, and our Services. You are solely responsible for your Internet connection including and not limited to the applicable charges, rates, tariffs and other fees that might apply. We grant you a limited, revocable, non-exclusive, non-transferable license to access our Website and our Platform and use the Services or the information solely for their intended purpose strictly in accordance with this Terms and not to modify all or any portion of the Website, Platform, and/or Services.
- You acknowledge and agree that the App, the Website, the Platform and the Services are provided under license, and not sold, to you. Except to the extent necessary to access and use the Platform and the Services, nothing in these Terms grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to the Platform and the Services whether expressly, by implication, estoppel or otherwise. 90 Seconds and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform and the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.
- Our failure to exercise or enforce any right or provision of these Terms will 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, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
- You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches.
- All the sections intended to survive the termination of these Terms shall survive. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to 90 Seconds shall be given by email at email@example.com. Any notices to you shall be provided to you through our Website or App, or given to you via the email address or physical address you provide to 90 Seconds during the registration process.
PLEASE NOTE THAT BY USING THE WEBSITE, APP, PLATFORM AND/OR THE SERVICES YOU ARE AGREEING TO BE BOUND BY AND TO COMPLY WITH THE TERMS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR WEBSITE, APP, PLATFORM, AND/OR SERVICES AND EXIT IMMEDIATELY.