Last Modified: August 2013
1. ACCEPTANCE OF TERMS
Welcome to uStudio, a service of uStudio Inc. uStudio offers software, publishing services, analytics, other tools and advice to help you manage your videos.
THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND USTUDIO INC., ITS SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “COMPANY”, “WE” or “US”) AND GOVERNS YOUR USE OF USTUDIO AND THE SERVICES (AS DEFINED BELOW).
IF YOU HAVE ENTERED INTO A WRITTEN AGREEMENT WITH US THAT INCORPORATES THESE TERMS OF SERVICE BY REFERENCE THEREIN, THEN YOU HAVE AGREED TO BE BOUND BY THE TERMS AND CONDITIONS STATED HEREIN (EVEN IF YOU DO NOT CLICK TO ACCEPT AS DESCRIBED ABOVE).
BY ACCEPTING THESE TERMS OF SERVICE, YOU REPRESENT THAT YOU ARE AUTHORIZED TO USE THE SERVICES AND ACCEPT THE OBLIGATIONS SET FORTH HEREIN ON YOUR OWN BEHALF OR ON BEHALF OF ANOTHER PERSON OR ENTITY. ANY AND ALL UNAUTHORIZED USE OF THE SERVICES IS STRICTLY PROHIBITED.
USTUDIO MAY UPDATE AND CHANGE ANY OR ALL OF THESE TERMS, INCLUDING BUT NOT LIMITED TO THE FEES AND CHARGES ASSOCIATED WITH THE USE OF THE SERVICES. IF WE UPDATE OR CHANGE THESE TERMS, WE WILL POST THE UPDATED TERMS AT USTUDIO.COM/TERMS-OF-USE.
THE UPDATED TERMS WILL BECOME EFFECTIVE AND BINDING ON THE FIFTH (5th) BUSINESS DAY AFTER THEY ARE POSTED. WHEN WE CHANGE THESE TERMS, WE WILL MODIFY THE “LAST MODIFIED” DATE ABOVE. WE ENCOURAGE YOU TO REVIEW THESE TERMS PERIODICALLY.
2. DESCRIPTION OF SERVICES
uStudio provides users with access to a rich collection of software, services, tools, and resources, including, without limitation, all content and web pages on uStudio.com, uStudio analytics, uStudio video technology, uStudio publishing & syndication services, APIs, video content management tools, and other information, content and services, bandwidth and content storage which may be accessible through any medium or device now known or hereafter developed (collectively referred to as “Services”). For the sake of clarity, some but not all, of these Services are further defined below.
2.1 uStudio Analytics provides data regarding a video’s consumption, such as how many views your videos have received and where they have come from. uStudio Analytics provides this data in a number of formats including charts and aggregate data, as well as tools to analyze and export video viewing history.
2.2 The uStudio Video Technology includes video ingest, video players, video pages, video metadata management and video encoding,
2.3 uStudio Publishing & Syndication allow you to post your video to publisher sites, services, devices, or platforms of your choosing. A current list of available publishers is available through uStudio. All video publishing is subject to the applicable terms and conditions of the chosen video publisher(s) linkable from uStudio, and you agree to be bound by such terms and conditions, unless you have negotiated in writing separate terms & conditions with any given video publisher that govern your video syndication relationship.
2.4 The Services to which you have access depends on the subscription plan that you choose. Your uStudio subscription will include the features that are described on the uStudio, Inc. website or specified through a separate agreement with uStudio for the product for which you subscribe.
2.7 You also understand and agree that the Services may include advertisements and that these advertisements are necessary for uStudio to provide the Services. You also understand and agree that the Services may include certain communications from uStudio, such as service announcements, administrative messages and the uStudio newsletter, and that these communications are considered part of the uStudio membership.
2.8 You agree not to access the Services by any means other than through the interfaces that are provided by uStudio for use in accessing the Services.
To register and in order to use the Services, you must provide us with certain information, including but not limited to your name, a valid mailing address, an email address, payment information, and other information specified in the registration form (“Registration Data”). By registering, and in consideration of the use of the Services, you represent and warrant that: (i) the Registration Data that you provide about yourself is true, accurate, current, and complete. You authorize the Company to confirm the truthfulness and accuracy of Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your subscription and refuse any and all current or future use of the Services.
You are responsible for the security of your username(s) and password(s) and for any use of your account. You agree to (i) immediately notify us of any unauthorized use of your password or account or any other breach of security by sending an email to email@example.com, and (ii) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3.
4. PRICING AND PAYMENT
The applicable prices are available through uStudio Sales and they may change from time to time, without prior notice to you. We may also choose to offer customers special pricing and plans that are not made generally available.
The fee due will depend on the plan and term that you choose. Any changes to the plan or term can be addressed through uStudio Sales.
You have thirty days (30) from the start of your term to cancel your subscription for any reason. To cancel, please email firstname.lastname@example.org. No refunds of fees will be made. Note: If you cancel your subscription, you will not have access to the Services after the effective date of your cancellation. The Company may, in its sole discretion, delete all of your data, images, content, videos, and information immediately upon the effective date of cancellation.
Payment for additional fees such as professional services, software development services, consulting, and migration fees are due at the start of the service with no refunds.
All quoted prices are exclusive of sales tax, which will be added when applicable. You shall be responsible for payment of all taxes, levies, or duties.
5. USE AND LIMITATIONS OF USE
Your license to use the Services is conditioned upon your representation and warranty that:
- You will not (and will not allow any third-party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any of our source code;
- You will not sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in, or make available to a third party, the Services in any way;
- You will not “frame” or “mirror” any of the Services in any server or wireless or Internet-based device;
- You will not use or launch any automated system, including without limitation to “robots,” “spiders,” or “offline readers,” that accesses the Services in a manner that sends more request messages to the uStudio servers in a given period of time than a human can reasonably produce in the same period using a conventional on-line Web browser;
- You will not use the Services in any manner that could damage, disable, overburden, or impair any Services or website or interfere with any other party’s use and enjoyment of the Services;
- You will not modify software made available to you through the Services in any manner or form, nor use modified versions of the Services or such software, including (without limitation) for the purpose of obtaining unauthorized access to the Services;
- You will not access the Services by any means other than through the interface that is provided by uStudio for use in accessing the Services;
- You will not obtain or attempt to obtain any materials or information through any means that we have not intentionally made available or provided; and
- You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices.
Any unauthorized use of the Services may violate patent, copyright, trademark, and other laws. You agree to cooperate with the Company to prevent any unauthorized copying of the Services.
6. USER SUBMITTED CONTENT
We disclaim ownership of the Content you transmit to uStudio. By submitting Content to uStudio in order to utilize the Services, you grant us a universe-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of transmitting the Content to publisher(s) on your behalf and tracking said Content as described above. This license exists only for as long as you continue to maintain an account with uStudio and shall be terminated at the time your account is closed.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials (“Content”) are the sole responsibility of the person from which the content originated. This means that you, and not the Company, are entirely responsible for all Content that you upload, post, transmit, or otherwise make available via the Services. We do not control the Content posted via the Services, and, as such, we do not guarantee the accuracy, integrity or quality of such Content.
Under no circumstances will we be liable in any way for Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Services. You acknowledge that we shall have the right, in our sole discretion, to refuse or move any Content that is available via the Services. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
You understand that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Should Content be found or reported to be in violation of, but not limited to, the following terms, it will be in the Company’s sole discretion as to what action should be taken.
You agree that you will not:
- upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, pornographic, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (including, but not limited to, any address, e-mail, phone number, or any other contact information without the consent of the owner of such information), hateful, or racially, ethnically, or otherwise objectionable;
- harm minors in any way;
- upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or any other proprietary rights of any party;
- upload, post or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, such as (a) sending mass email to recipients who haven’t requested email from you or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or © promoting your Content by posting multiple submissions in public forums that are identical. Also defined as “spam” are any videos involving affiliate marketing, network marketing, cash gifting, multi-level marketing, phishing, or any videos that a reasonable person would consider to be a scam. Further, “spam” can include any content that the Company deems not entertaining or informative;
- upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the America Stock Exchange, or the NASDAQ, and any regulations having the force of law;
- “stalk” or otherwise harass another;
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices;
- offer for sale or sell any item, good or service that (a) violates any applicable federal, state, or local law or regulation, (b) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorization, or © we determine, in our sole discretion, is inappropriate for sale through the Service provided by us; or
- upload, post or otherwise transmit commercially oriented content.
7. CUSTOMER SUPPORT
Customer Support for your subscription is included in your subscription fee. The level of support to which you are entitled depends on the subscription plan that you choose, and is described on the plan documentation.
Phone support for the Services is available 9am to 5pm Central Standard Time, Monday through Friday, excluding US national holidays. We accept webform submissions and emails 24 hours per day X 7 days per week. Webform responses are provided during regular business hours only. We attempt to respond to webform support questions within one business day; in practice, our responses are generally faster, however, we do not promise or guarantee any specific response time.
8. THIRD PARTY SITES
9. ACCESS TO APIs
We do not represent or warrant, and specifically disclaim, that any APIs will be available without interruption or without bugs.
10. CUSTOMER REFERENCE
You agree that we can use your company name and logo in connection with marketing and promoting the Services.
11. INTERNATIONAL USE
You agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
13. RESALE OF SERVICES
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without our express permission.
14. MODIFICATIONS TO SERVICES
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any portion thereof) with or without notice at any time. You agree that we shall not be liable to you or to any third part for any modification, suspension, or discontinuance of the Services.
You acknowledge that we may establish general practices and limits concerning use of the Services and may modify such practices and limits from time to time.
15. PROPRIETARY RIGHTS
You acknowledge and agree that the Services and any necessary software used in connection with the Services (“Software”) and any analytical data derived from (“Data”) your use of the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws including patent, trademark, and copyright laws. Without limiting the preceding sentence, you further acknowledge and agree that the Company retains all right, title and interest in and to the Services and Data, including individual web pages, application code, user interfaces, components of web pages, and collective works available through the Services, and you shall not acquire any right, title or interest in or to any intellectual property rights relating thereto. Except as expressly authorized in writing by the Company, you agree not to modify, retrieve, save, rent, copy, lease, loan, sell, distribute or create derivative works based on the Services, Data, or the Software, in whole or in part. All goodwill arising out of your use of any of the Company’s trademarks shall inure solely to the benefit of the Company.
16. D.M.C.A. COPYRIGHT INFRINGEMENT NOTIFICATION PROCEDURE.
We respect the intellectual property rights of others and expects you and your agents to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, we will respond expeditiously to claims of potential copyright infringement committed using the Services. Copyright owners or a party authorized to act on behalf of an owner, should please report potential copyright infringement by completing the following DMCA notice and delivering it to our Designated Copyright Agent. Upon receipt, we will take whatever action, in our sole discretion, we deem appropriate, including removal of the potentially infringing material and/or termination of the potential infringer’s Account.
Please send either an email to copyright@uStudio.com (Subject: DMCA Notification) or a letter to the address provided below with all of the following information:
- Identify the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to locate the material. Providing URLs in the body of an email is the best way to help us locate Content quickly.
- Provide Information reasonably sufficient to permit us to contact you, the complaining party, such as an address, telephone number, and, if available, an electronic mail address.
- A statement that you, as the complaining party, or as one who has authorization to act on behalf of the copyright owner, has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. As an example, “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner or its agent.”
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. As an example, “I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
Such written notice should be sent to our designated agent as follows:
Attn: DMCA Notification Email: email@example.com
17. D.M.C.A. COPYRIGHT INFRINGEMENT COUNTER-NOTIFICATION
The process for counter-notifications is governed by Section 512(g) of the Digital Millennium Copyright Act: http://www.copyright.gov/legislation/dmca.pdf. To file a counter-notification with us, a written communication that sets forth the items specified below must be provided. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. We will terminate you or any user who is a repeat infringer. Accordingly, if you are not sure whether certain material infringes the copyright of others, you should contact an attorney.
- Elements of Counter-Notification. To file a Counter-Notification, please send either an email to copyright@uStudio.com (Subject: DMCA Counter-Notification), or a letter to the address provided below with all of the following information:
- Identify the specific URLs of material that we have removed or to which we have disabled access.
- Provide your full name, address, telephone number, and email address, and the username of the Account.
- Provide a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located and that you will accept service of process from the person who provided notification under subsection ©(1)© or an agent of such person.
- Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
- Sign the notice. If you are providing notice by e-mail, a scanned physical signature or a valid electronic signature will be accepted.
Such written notice should be sent to our designated agent as follows:
Attn: DMCA Counter — Notification email: firstname.lastname@example.org
- What happens next? After we receive a counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it will include any personal information provided to us and submitting a counter-notification requires unencumbered consent to having such information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain the infringer from engaging in infringing activity relating to the material distributed via the Services. If we receive such notification, we will be unable to restore the Content to the Services until resolution of any court action. If we do not receive such notification, we may, at our sole discretion, reinstate the Content.
19. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE SERVICES, HOWEVER, WE ARE NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA, REVENUE OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MISDELIVERY OR NONDELIVERY OF INFORMATION OR CONTENT, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE SERVICES, OR OTHER INTERACTION WITH THE SERVICES. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICES. WE DO NOT WARRANT THAT (i) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF THE PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY DATA, SOFTWARE, MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
20. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGE RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.
This Agreement, the entire relationship of the parties hereto, and any arbitration or litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Texas, without giving effect to its choice of laws principles. Exclusive venue for any litigation between the parties hereto shall be in Travis County, Texas, and shall be brought in the State District Courts of Travis County, Texas, or in the United States District Court for the Western District of Texas – Austin Division. The parties hereto waive any challenge to personal jurisdiction or venue (including without limitation a challenge based on inconvenience) in Travis County, Texas, and specifically consent to the jurisdiction of the State District Courts of Travis County and the United States District Court for the Western District of Texas – Austin Division. The party prevailing in any arbitration, law suit or other dispute under this Agreement shall be entitled to recover all costs, fees and expenses (including attorneys fees) incurred in such arbitration, law suit or other dispute.
If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof.
We reserve the right to assign this Agreement, in whole or in part, at any time without notice. You may not assign any of your rights or obligations under this Agreement.
The parties agree that any notices of a dispute or other communications addressed to us will be sent by certified or registered mail, return receipt requested to the contact address set forth on the contact page of www.ustudio.com, and deemed delivered as of the date of signing of the return receipt.