NEOREEL, INC.
TERMS OF USE AND END USER LICENSE AGREEMENT
AND
PRIVACY POLICY
Please read this TERMS OF USE AND END USER LICENSE AGREEMENT AND PRIVACY POLICY carefully before using this Web site or the NeoReel MoClip® application. In return for receiving the Services through the NeoReel MoClip® application OR by using this Web site, you ("User") confirm your agreement with the TERMS OF USE AND END USER LICENSE AGREEMENT AND PRIVACY POLICY and agree that you are responsible for compliance with any laws applicable to such use.
NEOREEL, INC. reserves the right to modify the TERMS OF USE AND END USER LICENSE AGREEMENT AND PRIVACY POLICY or to change, suspend, or discontinue its services (including without limitation, the availability of any feature, database, fees, or content) or to close any USER ACCOUNT, at any time, without notice and without updating the content of this Web site or the NeoReel MoClip® application.
By continuing to use this Web site or the NeoReel MoClip® application after such updates are posted, you convey your acceptance of such changes.
If you do not agree with the TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY in whole or in part, do not use this Web Site or the NeoReel MoClip® application.
This TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY is made by and between NeoReel, Inc. ("NeoReel"), a Canadian Corporation with its principal place of business at 4416 Saint-Laurent, Suite 303, Montreal, Quebec, H2W 1Z5 Canada and User, an individual or corporation. If User has a NeoReel MoClip® User Account ("Account"), User shall be identifiable by User's Account details.
You agree to provide accurate and complete information when registering with and when using the Web Site and the NeoReel MoClip® Application. You agree to update your Account details to keep them accurate and complete and agree that NeoReel may store and use the Account details you provide to maintain and bill purchase fees, hosting fees, or any other fees related to NeoReel's Services, if applicable, to your Account. In the event that you close your Account, or your Account is closed by NeoReel under the terms of this TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY, you will remain liable for all amounts due under your Account.
All sales are final and non-refundable.
1. Licenses.
A. Purchase of Animation Data
(i) NeoReel hereby grants User a non-exclusive, non-transferable license, on payment of the applicable purchase fee to use animation data generated in the NeoReel MoClip® Application ("Animation Data") in accordance with part (iii) of this Part A.
(ii) The applicable purchase fee, which is based on the server time used in generating the Animation Data, is set out at the time of purchase and is final and non-refundable. User is responsible for any applicable sales taxes. Any additional processing of purchased Animation Data within the NeoReel MoClip® Application will incur additional server time and will be subject to an additional final and non-refundable purchase fee.
(iii) User may use the purchased Animation Data delivered to User in an animation prepared by User (a) for User's own benefit or (b) in a product prepared for a third party; but only provided that the "Preview Data" (defined as the data in preview format not intended for animation) shall never be used, extracted or reverse engineered by User or any third party for any reason, including, but not limited to (i) for production purposes, (ii) for resale or (iii) to compete with NeoReel's MoClip® Application. User will ensure that if User is mentioned in any credits relating to its use of the NeoReel MoClip® Application, NeoReel and the NeoReel MoClip® Application will also be credited. Other than as set out above, any use, modification, copying, reproduction, sublicensing or resale of the Animation Data is prohibited without the express prior written consent of NeoReel. USER REPRESENTS AND WARRANTS THAT IT WILL NOT USE ANIMATION DATA IN ANY WAY WHICH COMPETES WITH THE NEOREEL MoClip® APPLICATION, INCLUDING BUT NOT LIMITED TO USING THE ANIMATION DATA IN AN APPLICATION OR OTHER FORMAT SIMILAR TO THE NEOREEL MoClip® APPLICATION.
(iv) NeoReel shall have no obligation to provide support to User, other than to correct any discrepancies between the Preview Data and the Animation Data as purchased by User, which is determined by NeoReel to be due to programming errors. The User acknowledges that it is purchasing a product requiring additional work by the User.
B. Uploading Animation Data to a Private Animation Library
(i) User may upload Animation Data either (i) licensed in accordance with Part A (Purchase of Animation Data) of this Section or (ii) its own animation data to a Private Animation Library (collectively referred to as "Uploaded Animation Data"), which shall be hosted by NeoReel free of charge for a period of time which will be notified to User. Upon termination of such notified period of time, User will be subject to hosting fees for data storage and maintenance payable to NeoReel, in accordance with NeoReel's prices then in effect.
(ii) User hereby confirms that User owns or licenses all copyrights and other intellectual property of the Uploaded Animation Data. User shall indemnify, defend and hold harmless NeoReel from and against any loss, damage, costs, liability and expenses (including reasonable lawyer's fees) arising from or out of any third-party action or claim that use of the Uploaded Animation Data in accordance with the terms and conditions herein infringes the copyright or intellectual property rights of such third party or causes damage to such third party. If Uploaded Animation Data was not uploaded with full copyright and other intellectual property rights, NeoReel reserves the right, at its discretion (a) to remove some or all of the Uploaded Animation Data of the User; (b) to withhold any royalties payable in accordance with Part C (Publication of Uploaded Animation Data and Royalties) of this Section; or (c) to block or close User's Account.
(iii) Uploaded Animation Data may be used only by (i) User on payment of the applicable purchase fee, and (ii) by NeoReel for its own internal use and for advertisement or promotional purposes; with the exception that if User elects to make the Uploaded Animation Data publicly available in accordance with Part C (Publication of Uploaded Animation Data and Royalties) of this Section then the Uploaded Animation Data can be used by NeoReel and third parties in accordance with Part C. Processing of Uploaded Animation Data within the NeoReel MoClip® Application incurs server time and is subject to an additional purchase fee. NeoReel hereby grants User a non-exclusive, non-transferable license, on payment of the applicable purchase fee to use Uploaded Animation Data in an animation prepared by User (a) for User's own benefit or (b) in a product prepared for a third party; but only provided that the Preview Data shall never be used extracted or reverse engineered by User or any third party for any reason, including, but not limited to (i) for production purposes, (ii) for resale or (iii) to compete with NeoReel's MoClip® Application. User will ensure that if User is mentioned in any credits relating to its use of the NeoReel MoClip® Application, NeoReel and the MoClip® Application will also be credited. Other than as set out above, any use, modification, copying, reproduction, sublicensing or resale of the Uploaded Animation Data is prohibited without the express prior written consent of NeoReel. USER REPRESENTS AND WARRANTS THAT IT WILL NOT USE UPLOADED ANIMATION DATA IN ANY WAY WHICH COMPETES WITH THE NEOREEL MoClip® APPLICATION, INCLUDING BUT NOT LIMITED TO USING THE ANIMATION DATA IN AN APPLICATION OR OTHER FORMAT SIMILAR TO THE NEOREEL MoClip® APPLICATION.
(iv) NeoReel shall have no obligation to provide support to User, other than to correct any discrepancies between the Preview Data and Animation Data as purchased by User, which is determined by NeoReel to be due to programming errors. The User acknowledges that it is purchasing a product requiring additional work by the User.
(v) The hosting fee and purchase fee are final and non-refundable. User is responsible for any applicable sales taxes.
For bulk submissions of Uploaded Animation Data, please contact support@moclip.com directly.
C. Publication of Uploaded Animation Data and Royalties
(i) Users may elect to make Uploaded Animation Data public in exchange for a royalty and the waiving of related hosting fees. Such Uploaded Animation Data will then become available for purchase in accordance with Part A (Purchase of Animation Data) of this Section. Once Uploaded Animation Data has become public, this decision may not be revoked by the User and the Uploaded Animation Data can no longer be removed or deleted. This is in order to preserve the integrity of the NeoReel MoClip® animation library available and used by the NeoReel MoClip® community.
(ii) The royalty shall be a percentage of the purchase fee, which is based on the server time used in generating the Animation Data or the Uploaded Animation Data, and that is actually received by NeoReel, being a fixed amount per second (24 frames per second) of any final and irrevocable sales of the Uploaded Animation Data through the NeoReel MoClip® Application. Unless otherwise decided by NeoReel, royalties will not be paid to User more frequently than once per month and will not be due until at least CAD$100 in royalties has been earned by User. NeoReel may modify the royalty rates and its payment terms at any time.
(iii) NeoReel reserves the right to determine, based on the originality, quality and content of the Uploaded Animation Data whether the Uploaded Animation Data will be made available to the public. NeoReel may also decide to remove the Uploaded Animation Data from its publicly available databases for any reason. Any content judged to be unsuited for distribution may be refused, blocked or deleted by NeoReel.
2. Proprietary Rights.
The content of this Web Site and the NeoReel MoClip® Application are protected by applicable copyright, trademark and other intellectual property laws. All material published in this Web Site and in the NeoReel MoClip® Application (including but not limited to images, illustrations, information, documents and related graphics) are the sole property of NeoReel or its licensors and may not be reproduced, modified, uploaded, downloaded, posted, transmitted, republished or distributed without NeoReel's written permission, except as expressly set forth in this TERMS OF USE AND END USER LICENSE AGREEMENT. Modification of the content or use of the content for any other purpose is a violation of the copyrights and other proprietary rights of NeoReel. NeoReel reserves all rights not expressly granted to User in this TERMS OF USE AND END USER LICENSE AGREEMENT.
Neither this TERMS OF USE AND END USER LICENSE AGREEMENT nor any activity conducted pursuant to this TERMS OF USE AND END USER LICENSE AGREEMENT shall be construed by implication or otherwise as an agency or partnership relationship, an obligation to disclose any particular item of Confidential Information, an obligation to negotiate or enter into any further agreement, or as the granting to the Recipient of any right, express or implied, including any rights under any patent, patent application, registered or unregistered intellectual property, trade secret, or a license to the Recipient to use the Confidential Information.
3. Disclaimer of Warranties.
THE SERVICES, THE NeoReel MoClip® Application, AND THE ANIMATION DATA ARE PROVIDED TO USER ON AN "AS IS"/"AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, CREATED BY LAW, CONTRACT OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. NEOREEL MAKES NO WARRANTY AS TO (a) THE COMPLETENESS, ACCURACY, TIMELINESS, QUALITY, LIKELY RESULTS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THIS WEB SITE OR ANY WEB SITES LINKED TO THIS WEB SITE OR THE NeoReel MoClip® Application; AND (b) that the functions contained in this Web site OR THE NeoReel MoClip® Application will be uninterrupted or error-free, that defects will be corrected, or that this Web site, THE NeoReel MoClip® Application or the server that makes it available are free of MALWARE. IT IS USER'S RESPONSIBILITY TO VERIFY ANY INFORMATION CONTAINED IN THIS WEB SITE OR IN THE NeoReel MoClip® Application BEFORE RELYING ON IT. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, THE NeoReel MoClip® Application, OR THE ANIMATION DATA, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
4. Limitation on Remedies.
(i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, EXCEPT AS PROVIDED IN ACCORDANCE WITH PART (ii) OF THIS SECTION, SHALL NEOREEL BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL (INCLUDING LOSS OF PROFIT), PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE EXISTENCE OR USE OF THIS WEB SITE, THE USE OF THE NEOREEL MoClip® APPLICATION, AND/OR THE INFORMATION CONTAINED IN THIS WEB SITE, REGARDLESS OF WHETHER NEOREEL HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
(ii) USER'S EXCLUSIVE REMEDY FOR ANY BREACH OF THIS TERMS OF USE AND END USER LICENSE AGREEMENT AND PRIVACY POLICY SHALL BE, AT THE OPTION OF NEOREEL (a) A REFUND OF THE AMOUNT PAID BY USER FOR THE ANIMATION DATA IN DISPUTE; OR (b) REPAIR OR REPLACEMENT OF THE ANIMATION DATA IN DISPUTE.
5. Injunctive Relief.
User acknowledges that, in the event of the breach of this TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY, irreparable harm may occur to NeoReel and money damages may not be a sufficient remedy for such a breach. Accordingly, in the event of such a breach or threatened breach, NeoReel, in addition to any other remedies at law or in equity that it may have, shall be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief or specific performance or both, as a court of competent jurisdiction may allow.
6. Third Party Web Sites and Products.
This Web Site and the NeoReel MoClip® Application may provide links to other Web Sites maintained by third parties or may refer to third party software and other products. NeoReel is not responsible for the content or accuracy of such other Web Sites and shall not be responsible for any damages or injury arising from users' access to such Web Sites or use of their software and other products. Links to other Web Sites are provided only as a convenience to users of this Web Site and the NeoReel MoClip® Application. The inclusion of any link or the reference to any third party software or other product does not imply endorsement by NeoReel of such Web Site.
7. Confidentiality.
This Web Site and the NeoReel MoClip® Application contain confidential information and proprietary information valuable to NeoReel and its licensors. User may use or disclose that confidential or proprietary information solely as permitted under this Terms of Use and End User License Agreement.
User expressly gives NeoReel permission to disclose User's name and logo on lists of its customers, unless otherwise advised in writing. NeoReel may send emails to User to provide information and goods and services to User and to let User know about other goods and services in which User may be interested.
8. Security.
NeoReel uses industry-standard methods of securing its electronic databases and is committed to protecting the privacy and proprietary information of its Users. User however recognizes that no company can fully ensure the security of its electronic databases against unauthorized access by third parties or dishonesty by its employees or agents. NeoReel therefore cannot be held responsible for any misappropriation of the User's Uploaded Animation Data or other proprietary information uploaded to the Private Animation Library or otherwise provided to NeoReel.
USER is solely responsible for any activity that occurs that is attributable to USER's account. USER MUST, THEREFORE, KEEP ACCOUNT DETAILS CONFIDENTIAL AND MUST ENSURE THAT ANY THIRD PARTY ACCESSING OR USING USER'S ACCOUNT, INCLUDING BUT NOT LIMITED TO USER'S EMPLOYEES, AGENTS OR REPRESENTATIVES, ARE AWARE OF AND COMPLY WITH THE TERMS OF THIS TERMS OF USE AND END USER LICENSE AGREEMENT AND PRIVACY POLICY. USER WILL BE FULLY RESPONSIBLE FOR ANY AUTHORIZED OR UNAUTHORIZED ACTIONS BY THIRD PARTIES ATTRIBUTABLE TO USER'S ACCOUNT AND FOR ANY BREACH OF THIS TERMS OF USE AND END USER LICENSE AGREEMENT AND PRIVACY POLICY BY THIRD PARTIES ACCESSING OR USING USER'S ACCOUNT. Although Neoreel will not be liable for losses caused by any unauthorized use of user's account, user MAY be liable for the losses of neoreel or others due to such unauthorized use. USER must notify NeoReel immediately of any breach of security or unauthorized use of user's account, BY CONTACTING support@moclip.com.
9. General Provisions.
This TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY shall be governed in accordance with the laws of Quebec, Canada, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The parties agree to submit to the exclusive jurisdiction of the courts of Quebec, district of Montreal for the resolution of any disputes relating to this TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY and expressly consent to the exclusive jurisdiction of said courts, without regard to conflict of law principles.
With the exception of an action by NeoReel to enforce its rights for violation by the User of NeoReel's copyright or other intellectual property, User and NeoReel agree that any cause of action they have against the other arising out of or related to the Services, the NeoReel MoClip® Application, or the Animation Data must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
NeoReel shall not be responsible for any failure or delay in its performance under this TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY due to causes beyond its reasonable control, including, but not limited to, labour disputes, strikes, lockouts, shortages of or inability to obtain labour, energy or supplies, war, terrorism, riot, acts of God, or mechanical, electronic or communications failure or degradation.
Failure by a party to enforce any provision of this TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY will not constitute a waiver of future enforcement of that or any other provision.
If for any reason a court of competent jurisdiction finds a provision of this TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this TERMS OF USE AND END USER LICENSE AGREEMENT and PRIVACY POLICY will remain in full force and effect.
Les parties ont convenu que cette entente soit rédigée dans la langue anglaise. The parties have agreed that this agreement be drawn in the English language.
PRIVACY POLICY
NeoReel is committed to protecting the privacy of the personal information it receives from its customers and online users. This privacy policy explains what type of personally identifiable information is collected and how this information is or will be used. In order to use this Web Site, to use the NeoReel MoClip® Application or to purchase Services it may be necessary for you to provide certain personally identifiable information, including your name, address, email address, phone number, payment information and other similar personal information. Please do not provide any personally identifiable information if you do not want it to be collected; however, please be advised that failure to provide certain information may limit your ability to use this Web Site, to use the NeoReel MoClip® Application or to purchase Services.
Personally identifiable information is collected to allow provision of the Services including through the use of passwords, to process payments for Services you have purchased, to respond to your questions and requests; and to update and provide you information on NeoReel's products and services. Should you wish to opt-out of receiving information on NeoReel's products and services, please contact support@moclip.com.
NeoReel may share your personally identifiable information with third parties where (i) you consent to such disclosure; (ii) to comply with legal requirements including a court order, subpoena, government request or search warrant; (iii) to enforce the TERMS OF USE AND END USER LICENSE AGREEMENT, including the investigation and prosecution of any violations thereof or (iv) to protect the safety of you, other users of the Web Site and the NeoReel MoClip® Application or members of the public. NeoReel may also share any information in aggregate form.
NeoReel will limit access to personally identifiable information to those persons in NeoReel's organization who have a business need for such access. No company, however, can fully eliminate the security risks associated with personally identifiable information. We therefore cannot fully ensure that your personally identifiable information will not be disclosed to third parties. Third parties may intercept or access transmissions or private communications.
NeoReel may collect other non-personally identifiable information about users of our Web Site and the NeoReel MoClip® Application. This type of information will be treated by NeoReel as non-confidential information.
We may also collect information relating to the type of operating system you are using, the domain name of your internet service provider, your geographical location, your Internet Protocol (IP) address and other information that allow us to provide a better service to our users. This Web Site and the NeoReel MoClip® Application may use technology known as "cookies" to improve your user experience. This type of technology collects information about your use of the Web Site and the NeoReel MoClip® Application and transmits that information back to NeoReel to allow NeoReel to optimize your use of this Web Site and the NeoReel MoClip® Application. That information is used by NeoReel only in aggregated form.
This Web Site and the NeoReel MoClip® Application may provide links to other Web Sites maintained by third parties. This policy does not apply to those Web Sites. NeoReel is not responsible for the content or administration of those third parties Web Sites and links to such other sites are provided only as a convenience to users of this Web Site and you should review their privacy policy to understand how they deal with personally identifiable information.
If you wish to have your personally identifiable information removed from the records of NeoReel, please contact support@moclip.com.
Last updated November 30th, 2010
