SAY IT VISUALLY, INC LICENSE AND CONTENT HOSTING AGREEMENT This License Agreement (“License”) describes your (“You(r)”) legal use of the "Fast Forward Stories" videos and/or related materials (“Content”) provided to You by Say It Visually, Inc. By signing, clicking “Submit Order” and/or obtaining any Content from Say It Visually You shall comply with this License. If You are unable to comply with this License or do not wish to be bound by its terms, do not submit order or use any Content.
1. Delivery. After You sign this License, and after personalization, Say It Visually will deliver the playlist embed code(s) and video hosting access credentials to You for Your use during the Term (defined below). Say It Visually will deliver the code and credentials by sending You an email (or by another reasonable method chosen by Say It Visually). Say It Visually may use third parties to provide Content to You (for example, payment processing and delivery), and You must comply with their policies and procedures to receive Content Access.
2. Grant of License. Say It Visually grants You a limited, non-exclusive, non-transferable, non-sublicensable right to use, access, host and display the Content. You may display ("embed") the entire content library on the number of web sites or web subdomains defined by your subscription package. You may not: (a) sell, transfer, or assign the Content; (b) make or permit others to make any unauthorized copies of the Content; (c) alter, edit or modify the Content; (d) remove any copyright or other ownership notices from the Content; (f) use or display the content without your branding and contact information, as arranged at subscription time, or (f) use the Content for any unlawful purpose. Any violation of any of these conditions will result in the termination of the use of the Content. No prior notice of violation to you is required.
3. Term and Termination. This license begins on the date of subscription (the “Term”). The license and fees will be automatically renewed monthly, quarterly or annually, depending upon your subscription increment. You may terminate renewal of this License and Agreement within thirty (30) days at any time by notifying Say It Visually via email or phone. Monthly plan termination will be effective within the month of notification; quarterly within a month of notification, at a pro-rated monthly rate; annual plan termination will be effective within the year of notification. Say It Visually may terminate this License and Agreement within thirty (30) days at any time by notifying you via email or phone. Say It Visually may terminate this License immediately if You fail to comply with the terms of this License, and You will forfeit any Fees paid to Say It VisuallySections 4, 5 and 6 of this License will continue to be in effect after this License ends for any reason.
4. Indemnity. You will indemnify and hold Say It Visually harmless from all claims, costs and reasonable attorneys’ fees that may arise out of or be connected to Your failure to comply with this License. Say It Visually will indemnify and hold You harmless from all claims, costs and reasonable attorneys’ fees that may arise if the Content actually infringes the intellectual property rights of someone other than You or Say It Visually. If You seek indemnification, You must: (a) notify Say It Visually immediately; (b) immediately stop using the Content; and (c) provide Say It Visually with evidence that you have stopped using the Content. Say It Visually has no indemnity obligation to You if You do not comply with the terms of this License, or if You fail to comply with the procedure described above. Say It Visually may elect to indemnify You by either using reasonable efforts to replace the Content or providing You with a pro-rated refund of Fees.
5. Disclaimer and Limited Liability. THE CONTENT IS PROVIDED TO YOU “AS IS” AND Say It Visually MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONTENT INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR EXCLUSIVE REMEDY AND Say It Visually’S TOTAL LIABILITY TO YOU UNDER THIS LICENSE IS LIMITED TO DIRECT DAMAGES INCURRED BY YOU UP TO THE TOTAL AMOUNT PAID BY YOU TO Say It Visually Say It Visually IS NOT RESPONSIBLE FOR ANY INDIRECT DAMAGES INCLUDING SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.
6. As Is. The Content that You are licensing will be provided for review prior to delivery and beginning of the License and Agreement term. You cannot bring a claim against Say It Visually due to any dissatisfaction of the Content if it is as it was shown prior to delivery. The customizable aspects of the Content are limited to those defined by Say It Visually and described to You in advance of ordering.
8. Attorney Fees. In the event of a dispute relating to this Agreement, the prevailing party shall be entitled to attorneys fees and costs.
9. Customization. You have requested that Say It Visually customize the Content. You assume responsibility for release of all rights over proprietary marks and designs requested for Your customization.
10. No Results Guaranteed. You agree that Say It Visually has not made any guarantee regarding the results to be obtained by You through the use of the Content. You understand that Say It Visuallyhas not made any representations and/or warranties regarding the appropriateness of the Content that You choose as it relates to Your business. Say It Visually had no input in Your choice of the Content which You are licensing.
11. Hosting Services. Say It Visually and its third party agents shall provide the Hosting Services using facilities of its choice and shall make the Services available (as limited herein and as provided herein) to You via the Internet. The Services shall allow You to provide video content via the Internet. Say It Visually will exercise reasonable care in providing the Services; however, Say It Visually does not warrant or represent that the Services will meet Customer’s capacity or performance needs. Say It Visually will strive to make the Hosting Services available for access by You and users of your Web Site(s) on a twenty-four (24) hour per day, seven (7) day per week basis, each day of the year (24x7), except during periods of scheduled maintenance and upgrades. The period for scheduled maintenance and upgrades may change as Say It Visually’s business needs change. Say It Visually reserves the right to interrupt access to the Services to perform emergency maintenance as needed. In any such circumstances, Say It Visually will use commercially reasonable measures to notify Customer via the email address or telephone number for Customer on-file with Say It Visually. Say It Visually cannot guarantee 100% server uptime, but strives to keep interruptions to the Services to a minimum.
12. Liquidated Damages. You agree that Say It Visually can suffer severe damages that would not be readily ascertainable at the time of the drawing of this contract. Violation of the Grant of License provided pursuant to paragraph 2 of this Agreement, can cause Say It Visually great harm. Accordingly, any violation of the Grant of License contained in paragraph 2 of this Agreement shall be grounds for entitlement to liquidated damages in the amount of $10,000.00. Say It Visually also preserves the right to seek injunctive relief in response to any violation of the Grant of License provided in paragraph 2 of this Agreement.
13. Fees. In return for the grant of License & Hosting Services, You agree to pay Say It Visually a monthly or annual fee as specified in the accompanying ecommerce transaction. Content Access will be delivered upon successful payment and personalization.