Plotline Media Inc. (“Plotline”) provides development, hosting and application management services (collectively and including the Branded App described below the “Services”) that allow businesses to publish materials to their customers via mobile devices and other online platforms. This agreement covers the provision of the Services and you, by using, accessing, or attempting to interact with, Plotline websites, software, services, or any of their licensees’ services or software, agree to be bound and abide by the terms and conditions of this Agreement.
You are engaging Plotline to create a custom- version of Plotline’s iPad app and to maintain it on your behalf. Plotline will develop the Branded App in accordance with the specifications set forth on [complete]. Plotline grants you a non-exclusive, non-transferable, non-sublicensable license to use and promote the Branded App for your own business purposes, subject to the terms and conditions of this Agreement and the timely payment of all fees.
Plotline will use commercially reasonable efforts to have the application approved by the appropriate mobile platform provider. Although there is a high likelihood of approval, we do not and cannot guarantee acceptance. If your application is denied by the appropriate mobile platform provider you may cancel your account, however there are no refunds under any circumstances.
You shall not, and shall not allow others to: (i) cause or permit the reverse engineering, disassembly or decompilation of any portion of the Services, (ii) remove any copyright notices or other proprietary notices or restrictions from the Services; (iii) distribute, sell, sublicense, rent, lease or use the Services except as provided herein, (iv) store any of the Services (including any portion of the software or documentation) on any computer or other device, or copy or otherwise use such information to create derivative works, or (v) undermine the security or integrity of or gain unauthorized access to the computing systems or networks of Plotline, its partners, or those accessed through or with the Services.
The Services constitute proprietary works of Plotline protected by copyright and other intellectual property laws. Except for the rights granted herein, Plotline retains all rights, title and interest, including all intellectual property rights, in the Services. The terms “purchase” and “sale” in reference to the Services notwithstanding, it is expressly agreed by the parties that title to the Services does not pass to you and your rights with respect to the Services will only be that of a licensee.
Following development of the Branded App you may submit your content (“Content”) through your Services account for display on the Branded App. You hereby grant Plotline a nonexclusive, fully paid, worldwide right to display the Content within the Branded App and via the Services as may provided on Exhibit A. The Content constitutes your proprietary works protected by copyright and other intellectual property laws. Except for the rights granted herein, you retain all rights, title and interest, including all intellectual property rights, in the Content.
During the term of this Agreement, you hereby grant to Plotline a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide license to use the trademarks, service marks, logos, designs, descriptions, trade usage, trade dress, copyrighted material whether now or in the future used or claimed by you, whether or not registered or the subject of registration application with the U.S. Patent and Trademark Office, any state or foreign trademark office or agency, all to the extent provided to Plotline by you (the “Licensee Marks”), in word, stylized and design formats as provided and approved by you for use on the Branded App and as otherwise required pursuant to this Agreement solely in connection with this Agreement.
Plotline does not allow any of the following content, or links to such content, to be published on the Service:
If you post any of the above you will be notified by email and given a 48 hour grace period to make any corrective actions. If no corrective actions are taken, Plotline will suspend the Services provided to you until the issue is resolved. A repeated violation of this policy may cause cancellation of service without refund of any fees.
In addition, Plotline does not allow use of the Services through automated methods. Use of robots or other computer code which calls the Services, except where explicitly allowed, is absolutely forbidden.
Plotline may, but is not required to make any effort to validate information provided by you for use with Services for content, correctness or usability. The final choice of whether an account is in violation of any of these policies is at the sole discretion of Plotline.
You agree to pay the fees for the Services provided [complete]. All fees are due monthly in advance by automatic debit of the credit card or bank information you provided on establishment of the Services. Plotline may charge interest on late payments at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law.
Plotline will not, under any circumstances, issue refunds for Services rendered.
If you have a question about charges made to your account, please contact us immediately. If the charges were made in error, we will immediately credit your account or credit card account for the appropriate amount.
By virtue of this Agreement, each party may receive information from the other party that is confidential and not generally available to the public (“Confidential Information”). As to Plotline, Confidential Information includes, without limitation, the Services, related documentation, specifications, pricing, disclosures in connection with any technical support provided and the terms and conditions of this agreement. Confidential Information shall remain the sole property of the disclosing party or its licensors. Except for the Services, information/items will not be considered as Confidential Information if the receiving party can establish by documentary evidence that the information is or was: (i) lawfully available to the public through no act or omission of the receiving party; (ii) in the receiving party’s lawful possession prior to disclosure by the disclosing party and not obtained either directly or indirectly from the disclosing party; (iii) lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) independently developed by the receiving party. The parties agree, both during the term of this Agreement and for a period of five (5) years (or, as applicable, with respect to Confidential Information that is a trade secret, for an indefinite period) after its termination, to hold each other’s Confidential Information in confidence and not to disclose such information in any form to any third party without the express written consent of the disclosing party, except to employees and consultants performing services for the benefit of the receiving party who are under a written non-disclosure agreement protecting the applicable Confidential Information in a manner no less restrictive than this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement. A receiving party facing legal action to disclose Confidential Information of the disclosing party shall promptly notify and provide the disclosing party the opportunity to oppose such disclosure or obtain a protective order and shall continue to treat such information as Confidential Information. This paragraph shall not be construed as granting or conferring any rights to either party by license or otherwise, expressly or implicitly, to any Confidential Information.
You represent and warrant that you own all right title and interest in the Content or have rights to such Content that permit you to transmit the Content through the Services for display as provided herein. You represent and warrant that the Content does not infringe any third party copyrights or patents.
The Services are offered on an “as is” basis and used by you solely at your own risk. Neither Plotline, its employees, directors, affiliates, agents, third party information providers, merchants licensers or the like, warrant that Plotline service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Plotline Service, unless otherwise expressly stated in this Agreement.
PLOTLINE DISCLAIMS ANY WARRANTIES NOT SPECIFICALLY PROVIDED HEREIN, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT MAY BE SUFFERED BY YOU, OR VIEWERS AND USERS OF CONTENT OR THE SERVICES, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES OR SERVICE INTERRUPTIONS BY ANY CAUSE OR ERRORS OR OMISSIONS OF THE SERVICES. USE OF ANY INFORMATION OBTAINED BY WAY OF PLOTLINE IS AT YOUR OWN RISK, AND PLOTLINE SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES.
Damages claims for unavailability of the Services against Plotline are expressly limited to the pro-rata portion of any monthly charge pre-paid by you directly to Plotline for the period of the system unavailability. “System unavailability” shall be narrowly defined as an unscheduled outage of more than 2 hours, but in no case shall include outages for maintenance, upgrade or repair where users are provided notice of such outages in advance via the Plotline Service Blog.
Under no circumstances will Plotline bear any responsibility for any damages arising as a consequence of such unavailability.
You, at your own expense shall indemnify Plotline, its affiliates, successors, assigns, members, shareholders, officers, directors and agents against any third party claim or suit brought against you for damages to the extent due to any actual or alleged infringement of Intellectual Property Rights by the Content. The foregoing indemnity is subject to the following conditions: that (a) Plotline promptly notifies you in writing of each such claim or suit and provides you with all information known to Plotline relating thereto, (b) you at your option have sole control of the defense and/or settlement; and (c) Plotline cooperates with you in the settlement and/or defense. Plotline will be reimbursed for its reasonable out-of-pocket expenses incurred in providing any cooperation requested by you.
If the Content is, or in your opinion may become, the subject of any claim or suit for infringement of any Intellectual Property Rights, or if required by settlement, you at your expense and option may: (a) procure for you the right to continue using the Content or affected part; (b) replace the Content or affected part with software of equivalent functionality; (c) modify the Content or affected part to make it non-infringing while providing equivalent functionality.
Except as set forth above under no circumstances, including negligence, shall either party (including, its agents, its clients, its servants, officers, directors and employees) be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Services or Content, as applicable; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Plotline records, programs or services.
Except as set forth in the section entitled Indemnification, each party’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount paid or payable to Plotline by you pursuant to this agreement during the current month.
Such limitations shall apply without limitation to any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation of transmission, communications failure, theft of destruction of or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.
The initial term of this agreement is twelve months, which will automatically renew indefinitely until terminated as provided herein.
This Service may be terminated by either party, without cause, by giving the other party 30 days written notice. You must cancel Services via Plotline support addresses.
Notwithstanding the above, Plotline may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
No supplement, modification, or amendment of this agreement shall be binding, unless executed in writing by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Any part of this agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together a single document.
This Agreement shall supersede the terms of any prior agreement, purchase order or other arrangement between the parties as to the subject matter hereof.
All notices under this Agreement shall be sent in writing and shall be delivered by (i) personal hand delivery, (ii) first class mail with return receipt, (iii) overnight mail by recognized commercial carrier with tracking receipt, or (iv) confirmed email or fax and copied by one of the methods described in (i), (ii) or (iii) above, to you at the address provided by you when you registered for the Services and to Plotline at the address on the Contact Us page on Plotline’s website.
Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.
You agree that Plotline may use your name in Plotline’s customer list and may publish information identifying you as a user of the Services in advertisements, news releases and releases to professional and trade publications.
This Agreement constitutes the entire understanding of the parties, and is agreed to being entered into in the State of New York. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act.
This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to conflict of laws principles. Any legal action relating to this agreement will be brought in New York County, New York, U.S.A., and the parties agree to the exercise of jurisdiction by a state or federal court in such county.
In general, we collect information about you in the following ways:
Registration – When you register for the Services, we collect your name and email address. We process payments through a third party service provider that may request your mailing address, credit card number and other information required to process your subscription.
Usage Tracking/Hardware/Software/Cookies – While you use any of our Services, we automatically track information related to your use of the Services. This information may include (among other things) templates you use, features you add to your custom apps, and your path through the Services. There is also information about your computer or mobile device that is automatically collected by Plotline Media when you are using the Services. This information can include information such as: your browser type, IP address, mobile device platform, Internet connection speed, access times and identification of any software program or hardware that has previously caused technical problems with the Services. Cookies may store this information on your computer or mobile device so that the Services run smoothly and can be tailored to your preferences, but cookies themselves do not contain personal account information.
Technical Support/Information – When you request technical support or information for Plotline Media Services, we ask you for your personal information and other information necessary to answer your question or resolve your problem.
Feedback – We may ask you for feedback on aspects of the Services from time to time. We use this information to continually improve the quality of the Services.
Other Information You Give Us – When you use the Services, we may collect any information that you enter or give us in any other way in order to contact you about the Services. Additionally, if you want to learn more about our products or services, we may request that you fill out a form in which we ask for information such as your first/last name, mailing address, email address and phone number. We only use this information to contact you in order to provide you with information about Plotline Media products and services, answer any questions that you may have, and/or help you sign up for the Services of your choice.
Your personal data are yours. You can remove them anytime you want. We will retain billing records and communication opt-out preferences consistent with industry best practices. When you request us to delete your account for the Services, your data will be permanently expunged from our primary production servers and further access to your account will not be possible. However, portions of your data, consisting of aggregate data derived from your account, may remain on our production servers indefinitely. Your data may also remain on a backup server or media. Plotline Media keeps these backups to ensure our continued ability to provide the Services to you in the event of malfunction or damage to our primary production servers. We also reserve the right to use any aggregated or anonymous data derived from or incorporating your personal information.
We work with third parties to provide the Services, including our payments processor. Our third party service providers are contractually required to maintain confidentiality of your personal information in accordance with obligations no less rigorous than those obligations to which we are subject.
Personal information may be transferred to a third party as a result of a sale, acquisition, merger, reorganization or other transfer (a “Transfer”) involving Plotline Media. Plotline Media specifically reserves the right to transfer personal information to a third party in connection with a Transfer.
Plotline Media uses your information on an aggregated basis to operate and improve our Services. We statistically analyze site usage, including the behavior of our users, to improve the content, layout, and features of the Services, as well as to enhance our marketing and promotional efforts.
We may share aggregate information about our Users with third parties, such as our partners or the general public, for educational, advertising, marketing and promotional purposes. However, we do not disclose any personally identifiable information about you to any third party without your permission or as otherwise authorized by law.
We use the information we collect to process payments, confirm renewal charges or payments to your account and manage your account.
Finally, we may use the information we collect to occasionally notify you about important functionality changes to the web site, new Services, and special offers (including promotion of our product or third party products) we think you will find valuable.
Agents – We may employ other companies and individuals who are subject to confidentiality obligations no less rigorous than those obligations to which we are subject, to perform functions on our behalf. Examples include gathering user preference information, collecting payments, sending postal mail and email, removing repetitive information from customer lists, analyzing data, providing marketing assistance, providing customer service, and collecting and processing payments for the Services. They have access to personal information needed to perform their functions, but may not use it for other purposes.
Promotions – Some Plotline Media promotions may require that you provide additional information, such as your mailing address or credit card number. By requesting more information or by participating in promotions, you give Plotline Media permission to transfer your personal information to the sponsor or partner so they can fulfill your request.
Plotline Media uses industry standard efforts to safeguard the confidentiality of your personally identifiable information, such as firewalls and Secure Socket Layers. We make reasonable efforts to protect against the loss, misuse, and alteration of the information under our control. In addition, we always use a secure connection when collecting personal financial information from you. However, no data transmission over the Internet can be guaranteed to be 100% secure.
Your Plotline Media account is password-protected so in addition to those partners or agents who may provide you services, only you and those you designate can access it and view the user information relevant to your account. Ultimately, you are responsible for maintaining the secrecy of your passwords and any account information. Remember to log out of your Plotline Media account and close your browser window when you are done. This ensures that others cannot access your personal information if your computer is accessible to others.
Since it is necessary for us to contact you regarding certain matters, you may not opt out of receiving messages relating to material company announcements or policy changes, or administrative matters relating to your account, like billing, collections, customer support or the like.
If you provided your personal information to Plotline Media for the purposes of receiving more information about a Plotline Media service before choosing to sign up as a user, and you no longer want to be contacted by Plotline Media, you can click on the “unsubscribe” link at the bottom of any email you receive and Plotline Media will remove you from the list of those who will be contacted with more information about the Plotline Media service.
This policy is periodically reviewed by Plotline Media and may be subject to change. You may refer to the date posted at the top of this page to determine when this policy was last updated. Use of the Services constitutes consent to any policies then in effect.
Plotline Media is intended for use by people over the age of 13. We do not knowingly collect personal information from minors. Please do not use Plotline Media if you are under the age of 13. If you are the parent or guardian of a minor whom you believe may have provided personal information to us, please send an email describing the situation to. email@example.com
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