Last Modified: May 31, 2022
- Subscriber Information and Accounts
- Permitted Users
Subject to compliance with this Agreement, Subscriber may allow its Permitted Users to access the Platform. Each Permitted User must agree to this Agreement and must create an account prior to accessing the Platform. Subscriber and any Permitted Users may not share accounts. "Permitted Users" means officers or employees of Subscriber, or Subscriber authorized third parties designated by Subscriber to have access to the Platform. Subscriber shall be solely responsible for all third party access permitted.
After registering and properly paying for our Platform, where required, we shall grant you and your Permitted Users access to the Platform as permitted by us and in accordance with this Agreement. All rights not explicitly granted are reserved for WrapTime.
- Platform Ownership
Subscriber acknowledges that the structure, organization, and code (both source code and object code) of the Platform and all related software components are proprietary to WrapTime and/or WrapTime's licensors and that WrapTime and/or its licensors retains exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform, including all modifications ,copies, enhancements, derivatives, and other software and materials developed hereunder by WrapTime. Subscriber shall not sell, copy, reproduce, transfer, publish, disclose, display or otherwise make available the Platform, access to the Platform, or any portions of the Platform including any modifications, enhancements, derivatives, and other software and materials developed hereunder by WrapTime to others in violation of this Agreement. Subscriber shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Platform, including any modifications, enhancements, derivatives, and other software and materials developed by WrapTime. Subscriber agrees to make all necessary and reasonable efforts to comply with the above provisions in a manner which Subscriber takes to secure and protect its own highly confidential information in order to maintain WrapTime's rights as stated within this Agreement and to take appropriate action as instructed or required by WrapTime to maintain its intellectual property rights.
- Platform and Services
The WrapTime Platform offers software tools focused on the film industry to its Subscribers and Permitted Users. Subscribers may use the Platform solely as allowed and provided for by WrapTime ("WrapTime Services"). Please be aware that any WrapTime Services are "as-is" and "as-available." Additionally any information or content found on our Platform, including any notifications or tools provided, are offered only for informational purposes only. WrapTime has no liability to Subscribers for any Subscriber Content including all data, information, copy, images, URL names, and anything else submitted by you or any third parties using the Platform (collectively "Non-WrapTime Content"). Specifically, WrapTime shall not be liable for any errors related to any Non-WrapTime Content. All errors shall be at the sole responsibility and expense of the Subscriber. Additionally, we shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Platform, directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you, inability to access to the Platform, failure of a communications satellite, strike, labor dispute, riot or insurrection, war, explosion, malicious mischief, fire, flood, lightning, earthquake, wind, ice, extreme weather conditions, or other acts of God, failure or reduction of power, or any court order, law, act or order of government restricting or prohibiting the operation of or access to the Platform.
- Subscriber Responsibilities
- Subscriber Privacy
- Use of the Platform
When using our Platform, Subscriber is responsible for its use and the use of the Platform by any of its Permitted Users. You agree to the following:
- You may not copy, distribute, access, or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated "scraping" or unauthorized use of the server API;
- You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;
- You may not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;
- You may not use automated bots or other software to send more messages through our Platform than humanly possible;
- You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake;
- You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;
- You may not access our Platform in an attempt to build a similar or other competitive product;
- You may not use the Platform in an unlawful manner;
- You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- You may not collect or harvest any personally identifiable information, including account names, except where permitted, from the Platform;
- You may not impersonate any person or entity or misrepresent your affiliation with a person or entity;
- You may not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;
- You may not violate any requirements, procedures, policies or regulations of networks connected to WrapTime;
- You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or access to it or derive income from the use or provision of the Platform unless enabled through the functionality of our Platform;
- You may not interfere with or disrupt the Platform;
- You may not violate any US state or federal laws or regulations and you solely are responsible for such violations;
- You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.
- You agree that you will not hold WrapTime responsible for your use of our Platform; and
- You agree not to cause, or aid in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party's website, such as by requesting its removal from a search engine.
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but WrapTime reserves the right to suspend or terminate any account at any time without notice or explanation.
- Subscriber Content
- Ownership of Subscriber Content
Subscriber owns the Subscriber Content in any database created using the Platform. Title to Subscriber Content and any copies remain with Subscriber. Subscriber Content may be deleted by WrapTime, without further notice to Subscriber and without any liability to WrapTime, in the event that Subscriber fails to pay all amounts when due hereunder and fails to cure such non-payment in full within thirty (30) days of notice from WrapTime. In addition, Subscriber grants WrapTime the right to use such Subscriber Content to help diagnose problems with our servers, administer and improve the WrapTime Services and gather broad demographic information about its Subscribers and their Permitted Users. While WrapTime will make back-ups of Subscriber Content on a reasonable schedule, WrapTime is not responsible for lost or destroyed Subscriber Content, whose loss or destruction shall be at Subscriber's sole risk.
- Migration Services
Upon termination of this Agreement, and provided that Subscriber has fully paid all undisputed amounts due or has not otherwise materially breached this Agreement, Subscriber may request in writing for the prompt return of all Subscriber Content in a standard format offered by WrapTime. WrapTime may charge a reasonable sum to assist Subscriber in migrating any Subscriber Content. In the event that the Subscriber Content cannot be returned, WrapTime shall certify in writing that WrapTime has destroyed or otherwise deleted any electronic, archival or other copies such Subscriber Content from its systems and from the systems of any subcontractors. In the event that WrapTime must keep copies of Subscriber Content to fulfill legal obligations, Subscriber shall grant WrapTime the right to keep such Subscriber Content as required. Such migration services are offered at the sole discretion of WrapTime, WrapTime reserves the right to discontinue or modify any migration services offered at any time.
- Monitoring Subscriber Content
WrapTime shall have the right, but not the obligation, to monitor all Subscriber Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, WrapTime shall have the right, but not the obligation, to remove any Subscriber Content at its sole discretion. For example, we may remove Subscriber Content if we believe that any Subscriber Content may harm us or our business interests or violate any United States laws or regulations. We have no obligation to retain or provide you with copies of any Subscriber Content after your termination of this Agreement.
- Subscriber Content Storage Limits and Usage Information
- Platform Availability
Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available. Only Subscribers who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.
- Modification of Platform
We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications or provide you access to previous versions of our Platform. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.
- Platform Security
WrapTime implements administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your information and all Subscriber Content. Those safeguards used are based on industry standards. Aside from such industry standard safeguards, WrapTime can make no guarantees regarding any Platform security or any Subscriber Content secured.
You agree to pay for all costs, fees, and taxes listed when purchasing any access to the Platform or for any additional purchases. Subscriber authorizes WrapTime or its third party payment processors to charge their method of payment on file at the time of purchase. Where applicable, you must agree to our third party payment processors terms and conditions for processing payments. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, WrapTime may suspend or terminate your access to the paid portions of the Platform, without liability to us.
Where WrapTime does not charge you taxes for any purchases or payments, you agree to pay any and all applicable taxes. Additionally, where requested by us, you agree to provide us tax documentation to support any claims of on-time tax payment.
- Subscription Plans and Renewals
For your convenience when you sign up for the Platform, your payment information shall be logged. IF YOUR ACCOUNT HAS BEEN SET UP FOR AUTOMATIC PAYMENTS, WrapTime MAY CHARGE YOU AUTOMATICALLY AND ON A RECURRING BASIS, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR AUTOMATIC PAYMENT VIA YOUR ACCOUNT DASHBOARD. ADDITIONALLY, YOU AUTHORIZE US TO BILL YOU ON A RECURRING BASIS AND AGREE THAT YOUR SELECTED SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS (OF THE SAME LENGTH AS YOUR INITIAL SUBSCRIPTION) UNTIL WE ARE NOTIFIED OTHERWISE. YOU AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE YOUR PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS FOR THE SUBSCRIPTION SELECTED.
- Pricing and Price Increases
The pricing for all paid subscriptions is listed on the WrapTime website or within your account. WrapTime may increase the price of any paid subscriptions, at our discretion and we reserve the right to do so at any time. In the event of a price increase, WrapTime shall notify you and you will have the chance to accept or reject any price increase before the paid subscription renewal. Please notify us if you intend to reject a price increase. Where you have rejected a price increase, upon the expiration of your paid subscription, portions of the Platform may become immediately unavailable. You agree that WrapTime has no obligation to offer any services for the price originally offered to you at sign up.
As the WrapTime Services are offered on a week to week subscription basis refunds shall not be offered for your use of the Platform. Where Subscriber has paid for a weekly subscription, WrapTime may offer a pro-rated refund at our discretion. Please contact us at email@example.com for any refund inquiries.
- Intellectual Property
The name "WrapTime", the WrapTime Platform along with the design of the WrapTime Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to WrapTime, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. WrapTime reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of anything contained within the Platform unless we have given express written permission.
- Idea Submission
WrapTime or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works ("Submissions") in any form to WrapTime. The sole purpose of this policy is to avoid potential misunderstandings or disputes when WrapTime's products might seem similar to ideas you submitted to WrapTime. Where you submit any Submission, whether solicited or unsolicited, you agree that: (1) your Submissions and their contents will automatically become the property of WrapTime, without any compensation to you; (2) WrapTime may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for WrapTime to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WrapTime, NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY WrapTime SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO WrapTime, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. WrapTime DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. WrapTime DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. WrapTime DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WrapTime SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
- Limitation of Liability
IN NO EVENT SHALL WrapTime, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE WrapTime IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.SOME STATES, Including New Jersey, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU OR ANY NEW JERSEY RESIDENTS. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (1) death or personal injury caused by WrapTime's negligence or that of any of its officers, employees or agents; (2) fraudulent misrepresentation; or (3) any liability which it is not lawful to exclude either now or IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED USD, WHICHEVER IS GREATER.
You agree to defend, indemnify and hold harmless WrapTime, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
- your use of and access to the WrapTime Platform;
- the violation of this Agreement by any of your Permitted Users;
- your violation of any term of this Agreement; or
- your violation of any third party right, including without limitation any copyright, property, or contractual right.
This defense and indemnification obligation will survive this Agreement and your use of the WrapTime Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys' fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:
- Your name.
- The name of the party whose copyright has been infringed, if different from your name.
- The name and description of the work that is being infringed.
- The location on our Platform of the infringing copy.
- A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
- A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.
You must sign this notification and send it to our Copyright Agent: Copyright Agent of WrapTime, firstname.lastname@example.org
Counter NoticeIn the event that you receive a notification from WrapTime stating content posted by you has been subject to a copyright takedown notice, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:
- Your name, p, email and physical or electronic signature.
- The notification reference number (if applicable).
- Identification of the material and its location before it was removed.
- A statement under penalty of perjury that the material was removed by mistake or misidentification.
- Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your Vendor is located (if you are not in the US).
- Your consent to accept service of process from the party who submitted the takedown notice.
Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.
- Choice of Law
This Agreement shall be governed by the laws in force in the state of California. The offer and acceptance of this contract is deemed to have occurred in the state of California.
Any dispute relating in any way to your visit to the Platform or our Platform shall be submitted to confidential arbitration in Los Angeles, CA. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules ("Rules") then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned (New Jersey Subscribers are exempted from the foregoing one (1) year limitation). Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Los Angeles County, CA.
- Class Action Waiver
You and WrapTime agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. This class action waiver does not apply to New Jersey residents.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.If two or more provisions of this Agreement or any other agreement you may have with WrapTime are deemed to conflict with each other's operation, WrapTime shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
- Assignment and Survival
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Access, Payment, Indemnification, and Arbitration sections.
You may cancel your access to the Platform or any recurring payments at any time via your WrapTime dashboard or contacting us at email@example.com. Please be aware that upon termination of your account, access to portions of our Platform may become immediately disabled and any Subscriber Content may become immediately inaccessible. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm WrapTime, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
- Entire Agreement
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform and our Platform.
- Electronic Communications
The communications between you and WrapTime use electronic means, whether you visit the Platform or send WrapTime e-mails, or whether WrapTime posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from WrapTime in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that WrapTime provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Export Controls
The Platform and the underlying information and technology may not be downloaded, accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.
- Platform Issues
Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at firstname.lastname@example.org
- California Subscribers
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about WrapTime must be sent to our agent for notice to: email@example.comLastly, California Subscribers are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.