PRODUCTIONPRO TERMS OF SERVICE
Last Updated: October 3, 2019
- Agreement to Terms. The Terms are applicable (a) to users who use Services to administer and manage a Production (“Patrons”) (b) to users who are invited to join a Production created in the Services by a Patron (“Collaborators”) and (c) general users of our Services. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity. These Terms control your use of the Services unless a separate written agreement that, by its explicit terms, supersedes these Terms, is entered into and executed by ProductionPro and you and such separate agreement remains in full force and effect.
- Changes to Terms or Services. We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 17 “Effect of Changes on Arbitration,” you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
- Who May Use the Services?
- Eligibility. You may use the Services only if you are 13 years or older, unless we have your parent’s verified consent, and are not barred from using the Services under applicable law. You agree that you will not use the Services in any country or in any manner prohibited by United States export control laws or any other law, restrictions, or regulations that apply to you.
- Registration and Your Information. If you want to use certain features of the Services you’ll have to create an account (“Account”). You can do this via the App or we may make the Services available through your account with certain third-party social networking services such as Facebook or Twitter (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.
- Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us at firstname.lastname@example.org immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
- Permissions. Your access to and use of the Services may be limited by the permission level associated with the type of Account you have or your status as a Patron or Collaborator on a particular project. Patrons may invite Collaborators to work on their projects. Patrons are responsible for all activities that occur through use of their Accounts, including the activities of Collaborators and for ensuring that all such activities comply with applicable federal, state and/or international laws. All Collaborators acknowledge that the Patron of a project to which they contribute has certain rights to limit their access to or contributions to that project.
- Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
- Financial Terms. We offer both free and paid Services. We require payment of a fee for use of certain features of or content available through the Services in the form of a one-time payment (“One-Time Payment”) or by purchasing a subscription (“Subscription”) for such use.Below are the financial terms that apply to such paid Services that we provide. Note that access to certain content through the Services, together with certain features of the Services, may be purchased from third parties and be subject to such third parties’ (or their payment processors’) separate financial terms. You understand that by purchasing from a third party, you are agreeing to those separate third party financial terms.
- General. Whether you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
- Subscriptions. If you purchase a Subscription, you will be charged the monthly Subscription fee, or the Subscription fee for the applicable Subscription period as indicated through the Services, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each Subscription period thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE US TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each Subscription period using the Payment Information you have provided until you cancel your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or us. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
- Cancelling One-Time Payment or Subscription. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to firstname.lastname@example.org or you may be able to cancel your Subscription through the App Provider. YOU MUST CANCEL YOUR SUBSCRIPTION AT LEAST TWENTY-FOUR (24) HOURS BEFORE THE END OF YOUR CURRENT SUBSCRIPTION PERIOD TO AVOID BEING CHARGED FOR THE SUBSEQUENT SUBSCRIPTION PERIOD. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current subscription period and will then terminate without further charges.
- Additional Payment Terms. If you dispute any charges you must let us know within sixty (60) days after the date that the charge was incurred. All amounts paid are non-refundable, and we reserve the right to change our prices in the future. We may change the Subscription Fees upon advance notice to you. If you want to continue with a Subscription after we provide such notice then, you agree to the payment of the changed Subscription Fee as communicated to you in such notice and your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed amount. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
- General. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “Production Content” means any Content that Account holders (including you) submit to or create via the Services (which may include data you import from Non-ProductionPro products you use). ProductionPro does not claim any ownership rights in any Production Content. Subject to the foregoing, ProductionPro and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
- Rights in Production Content Granted by You. By making any Production Content available through the Services you hereby grant to ProductionPro a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, publicly display and publicly perform and distribute your Production Content in connection with operating and providing the Services and Content to you and to other Account holders. We will not access, view, or listen to any Production Content, except as set forth in the Terms and as reasonably necessary to perform the Services or if you make your Production Content publicly available. Actions reasonably necessary to perform the Services may include (but are not limited to) (i) responding to support requests; (ii) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (iii) enforcing these Terms.
- Responsibility for Production Content. You are solely responsible for all your Production Content. You represent and warrant that you own all your Production Content or you have all rights that are necessary to grant us the license rights in your Production Content under these Terms. You also represent and warrant that neither your Production Content, nor your use and provision of your Production Content to be made available through the Services, nor any use of your Production Content by ProductionPro on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Storage. You agree to comply with and not to exceed the technical limits set by the Services on your Production Content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your Account.
- Removal of Production Content. You can remove your Production Content by specifically deleting it. However, in certain instances, some of your Production Content (such as posts or comments you make) may not be completely removed and copies of your Production Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Production Content.
- Rights in Content Granted by ProductionPro. Subject to your compliance with these Terms, ProductionPro grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, access and view the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
- Third Party Content. Third parties or other users of the Services may make Content available through the Services (“Third Party Content”). Your use of such Third Party Content may be subject to separate third party terms of service, including license and payment terms.
- Offensive Content. If you access our Services, you may come across Content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the Content.
- Rights and Terms for Apps.
- Rights in App Granted by ProductionPro. Subject to your compliance with these Terms, ProductionPro grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. ProductionPro reserves all rights in and to the App not expressly granted to you under these Terms.
- Accessing App from App Provider. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
- These Terms are concluded between you and ProductionPro, and not with the App Provider, and ProductionPro (not the App Provider), is solely responsible for the App.
- The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of ProductionPro.
- The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, ProductionPro will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
- You must also comply with all applicable third party terms of service when using the App.
- General Prohibitions and ProductionPro’s Enforcement Rights. You agree not to do any of the following
- Post, upload, publish, submit or transmit any Production Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services or any individual element within the Services, ProductionPro’s name, any ProductionPro trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without ProductionPro’s express written consent;
- Access, tamper with, or use non-public areas of the Services, ProductionPro’s computer systems, or the technical delivery systems of ProductionPro’s providers;
- Attempt to probe, scan or test the vulnerability of any ProductionPro system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by ProductionPro or any of ProductionPro’s providers or any other third party (including another user) to protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ProductionPro or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a ProductionPro trademark, logo URL or product name without ProductionPro’s express written consent;
- Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission, or publish anyone’s identification documents or sensitive financial information;
- Impersonate or misrepresent your affiliation with any person or entity;
- Use the Services to construct any kind of database;
- Violate these Terms or any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing. Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including Production Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. If, for instance, you upload files that do not belong to you, we can delete those files. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
- DMCA/Copyright Policy. ProductionPro respects copyright law and expects its users to do the same. It is ProductionPro’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see ProductionPro’s Copyright and IP Policy at www.production.pro/copyright for further information.
- Links to Third Party Websites or Resources. The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
- Termination. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at email@example.com. In addition, copies of your Production Content may have been retained as part of our routine backups; however, we also reserve the right to delete all Production Content if your access to the Services is terminated. Upon any termination, discontinuation or cancellation of the Services or your Account, the following provisions will survive: Sections 5, 7(a), 7(b), 7(d), 9, 12, 13, 14, 15, 16, 17, and 18.
- Warranty Disclaimers. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. WE ASSUME NO RESPONSIBILITY FOR ANY THIRD PARTY CONTENT. WE EXPRESSLY DISCLAIM ANY LIABILITY ARISING FROM SUCH THIRD PARTY CONTENT.
- Indemnity. You will indemnify, defend and hold ProductionPro and its officers, directors, employee and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your Production Content, or (iii) your violation of these Terms.
- Limitation of Liability.
- NEITHER PRODUCTIONPRO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PRODUCTIONPRO OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- IN NO EVENT WILL PRODUCTIONPRO’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE GREATER OF (I) FEES PAID TO US FOR THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (II) ONE HUNDRED DOLLARS ($100).
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PRODUCTIONPRO AND YOU.
- Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution for Consumers,” the exclusive jurisdiction for all Disputes (defined below) that you and ProductionPro are not required to arbitrate will be the state and federal courts located in the Southern District of New York, and you and ProductionPro each waive any objection to jurisdiction and venue in such courts.
- Dispute Resolution for Consumers. The following terms of Section 17 “Dispute Resolution for Consumers” only applies if you are an individual who is using the Services and Content for your own personal use and are not representing a legal entity.
- Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. However, if for any reason a Dispute proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.
- Exceptions and Opt-out. As limited exceptions to subsection (a) above: (i) you may seek to resolve a Dispute in small claims court If it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at firstname.lastname@example.org or by regular mail at 175 Pearl St, Floors 1-3, Brooklyn, NY 11201 within thirty (30) days following the date you first agree to these Terms.
- Starting Arbitration. If you want to begin arbitrating a Dispute, you must send a letter to us at the following address: 175 Pearl St, Floors 1-3, Brooklyn, NY 11201 requesting arbitration and describing the Dispute. If we want to begin arbitrating a Dispute, we’ll send such a letter to you at the email address or street address that you provided.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) or a comparable arbitral body (e.g., JAMS), in the event the AAA is unable to conduct the arbitration). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration may be conducted in writing, remotely (e.g., by videoconference) or in-person in the county where you live (or at some other location that we both agree to).
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if ProductionPro changes any of the terms of this Section 17 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to www.Client.net) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of ProductionPro s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and ProductionPro in accordance with the terms of this Section 17 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
- General Terms.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between ProductionPro and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between ProductionPro and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without ProductionPro’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. ProductionPro may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by ProductionPro under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
- Other Agreements. If we enter into a separate written agreement with you, your employer, or a Patron, the terms from that agreement will take precedence over the terms set forth in these Terms if there is a conflict between the terms of that agreement and the terms set forth in these Terms.
- Waiver of Rights. ProductionPro’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ProductionPro. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- Contact Information. If you have any questions about these Terms or the Services, please contact ProductionPro at email@example.com or at: 175 Pearl St, Floors 1-3, Brooklyn, NY 11201.
This agreement only applies to ProductionPro Enterprise Customers (Lite Production or Advanced Production). If your organization signed a ProductionPro Enterprise Agreement with ProductionPro, that Agreement may be different from the terms below. Please contact your organization’s Admin for details.
PRODUCTIONPRO ENTERPRISE AGREEMENT
This ProductionPro Enterprise Agreement (the “Agreement“) is between ProductionPro Technologies Inc., a Delaware corporation (“ProductionPro“) and the organization agreeing to these terms (“Customer“). This Agreement governs access to and use of the Services. By clicking “I agree,” signing your contract for the Services, or using the Services, you agree to this Agreement as a Customer.
If you are agreeing to this Agreement for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services, and by agreeing to these terms you represent that you have the necessary authority to do so.
- Data Processing and Transfer. This Agreement constitutes Customer’s instructions to ProductionPro to process Customer Data and Content. ProductionPro and its Sub-processors will only Process Customer Data and Content to provide the Services and to fulfill ProductionPro’s obligations in this Agreement. Customer agrees that ProductionPro and its Sub-processors may transfer, store, and Process Customer Data and Content in locations other than Customer’s country. The parties acknowledge that Customer Data and Content may contain Personal Data.
- Modifications. ProductionPro may update the Services from time to time, at its sole discretion and for any purpose deemed appropriate. If ProductionPro changes the Services in a manner that materially reduces their functionality, ProductionPro will notify Customer at the email address associated with the account, and Customer may elect to terminate the Agreement in accordance with the provisions set forth in Section 7.
- Generally. As part of the Services, ProductionPro will provide Customer with Software that is centrally hosted on servers under control or direction of ProductionPro, accessible via the internet, and which may update automatically.
- License. ProductionPro hereby grants to Customer during the Term a limited non-exclusive license to download and install a copy of the App on a mobile device (if applicable) and use the Software solely in connection with the Services and in accordance with this Agreement. This license is non-transferable (subject to Section 13.8), irrevocable (except as set forth in Section 7), non-sublicensable, and will be fully paid up upon Customer’s payment of the Fees.
- Service Level. ProductionPro will undertake commercially reasonable efforts to make the Services available 99.9% of the time, excluding any time referred to in the next sentence. Notwithstanding the foregoing, ProductionPro reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including without limitation, failure to pay any amounts due to ProductionPro.
- Customer Support. Subject to the terms and conditions hereof, ProductionPro will provide reasonable support to Customer for the Services, including email support and online chat support during business hours (10 am to 6 pm EST, Monday through Friday) as necessary.
- Customer Obligations.
- Customer Administration of the Services. Customer will cooperate with ProductionPro in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and by taking such other actions as ProductionPro may reasonably request. Customer may specify End Users as Administrators. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts ProductionPro’s responsibilities do not extend to the internal management or administration of the Services for Customer.
- Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 13 (“U13″). Customer will ensure that it does not allow any U13 to use the Services unless that U13 has provided ProductionPro with a verifiable parental consent. Customer will promptly notify ProductionPro of any unauthorized use of or access to the Services.
- Restrictions. Customer will not, and will not permit any third party to: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software in connection with any high risk or strict liability activity; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Software, documentation or data related to the Services or Software, unless this restriction is prohibited by law; (d) modify, translate, or create derivative works based on the Services or Software; (e) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws; (f) use the Services or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or (g) use the Services or software in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of ProductionPro, or (3) contains a virus, Trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).
- Fees. Customer will pay ProductionPro all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
- Payment. Customer will pay ProductionPro invoices on the payment interval set forth in the Order Form; if not otherwise specified, payments will be due within thirty (30) days of invoice. Customer authorizes ProductionPro to charge Customer for all applicable Fees using Customer’s selected payment method. Customer will provide complete and accurate billing and contact information to ProductionPro. ProductionPro may suspend or terminate the Services if Fees are past due. Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.
- Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. ProductionPro, will charge Taxes when required to do so. If Customer provides ProductionPro with a valid exemption certificate, ProductionPro will not collect the taxes covered by that certificate. In the case of any withholding requirements, Customer will pay any required Withholding Taxes itself and will not reduce the amount paid to ProductionPro on account thereof.
- Auto-renewals and Trials. If Customer’s account is set to auto-renewal or is in a trial period and Customer has already provided a method of payment to ProductionPro for the Services, ProductionPro may charge automatically at the end of the trial or beginning of each Renewal Term for the Renewal Term, unless Customer notifies ProductionPro that the customer wants to cancel or disable auto-renewal at least five (5) business days prior to the expiration of the then-current Services term. ProductionPro may revise Services rates by providing the Customer at least thirty (30) days’ notice prior to the next charge.
- Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
- Of End User Accounts by ProductionPro. If an End User: (a) violates this Agreement; or (b) uses the Services in a manner that ProductionPro reasonably believes will cause it liability, then ProductionPro may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then ProductionPro may do so.
- Of Customer Account by ProductionPro. Notwithstanding anything to the contrary, ProductionPro reserves the right to suspend or limit Customer’s access to the Services if ProductionPro determines (in its sole discretion) that Customer’s use of the Services is likely to (i) damage the Services or interfere with ProductionPro’ ability to provide the Services, or (ii) place an unreasonable load on the Services.
- Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then ProductionPro may automatically suspend use of the Services. ProductionPro will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
- Intellectual Property Rights.
- Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant: (a) ProductionPro any Intellectual Property Rights in Customer Content or (b) Customer any Intellectual Property Rights in the Services or ProductionPro trademarks and brand features. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or Software, or any intellectual property rights.
- Limited Permission. Customer shall (and Customer hereby represents and warrants that it does) possess and retain all right, title and interest in and to Customer Content provided by or on behalf of Customer, its customers and End Users, or otherwise distributed through the Services, and the intellectual property rights with respect to that Content. Customer, on behalf of itself, its customers and End Users, grants ProductionPro permission to access, process and otherwise use Customer Content in order to provide the Services to Customer, to track and analyze Customer use of the Services, and make Customer Content available to other users of the Services and other third parties. To the extent that Customer has intellectual property rights in Customer Content, Customer grants ProductionPro a world-wide, perpetual, non-exclusive, royalty-free, sublicensable, transferable license to use and prepare derivative works from Customer Content for the purposes outlined in this Agreement. ProductionPro will not access, view, or listen to any Customer Content, except as set forth in the Terms hereof and as reasonably necessary to perform the Services or if Customer makes Customer Content publicly available. Actions reasonably necessary to perform the Services may include (but are not limited to) (i) responding to support requests; (ii) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (iii) enforcing these Terms. This limited permission also extends to Subcontractors or Sub-processors.
- Suggestions. ProductionPro may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send ProductionPro or post in ProductionPro’s forums without any obligation to Customer.
- Data Rights. Customer agrees that ProductionPro may store and use Customer Data that is collected directly from Customer or through Customer’s use of the Service, including Log Data, for the purposes of analytics, improvements to the Service, development of new or additional services, marketing and customer relations purposes. ProductionPro may transfer or assign rights in Customer Data to a third party only as set forth in section 13.8. ProductionPro may, in any way and in its sole discretion, use, reproduce, sell, publicize, or otherwise exploit Customer Data that has been aggregated and anonymized through the removal of any personally identifiable information.
- Agreement Term. This Agreement will remain in effect for the Term.
- Services Term. ProductionPro will provide the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, additional End User Accounts purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.
- Automatic Renewals. Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either party gives the other written notice of termination at least five (5) business days prior to the expiration of the then-current Services term.
- Generally. Customer may terminate this Agreement at the end of the current Term upon written notice to ProductionPro at least five (5) business days prior to the start of any Renewal Term. ProductionPro may terminate this Agreement upon thirty (30) days’ written notice to Customer, or immediately in the event of any material breach of this Agreement by Customer, including without limitation, any breach of Section 2.3 and/or failure to pay any amounts when due hereunder. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business.
- Effects of Termination. If this Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by ProductionPro to Customer will cease immediately; (b) ProductionPro will maintain Customer Content in its possession for sixty (60) days, after which it will delete all such Customer Content. The following sections will survive expiration or termination of this Agreement: 3 (Payment), 5 (Intellectual Property Rights), 7.2 (Effects of Termination), 9 (Indemnification), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Disputes), and 13 (Miscellaneous).
- Pause. Customer may elect to pause the Services at the end of the current Term for up to 12 months (after which this Agreement will automatically be terminated) upon written notice to ProductionPro at least five (5) business days prior to the start of any Renewal Term. ProductionPro will then turn off Customer’s access to Customer Content, maintain Customer Content and keep Customer account available to be turned back on again. Customer is responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. Customer will not have to pay ProductionPro for the period Customer account is inactive, and ProductionPro won’t charge Customer any additional fee to store and maintain Customer Content.
- Security Measures.
Any ProductionPro personnel who have access to Customer Content or Customer Data will be bound by appropriate confidentiality obligations. ProductionPro will use commercially reasonable technical and organizational security measures to transfer, store, and process Customer Content or Customer Data that are designed to protect the integrity of Customer Content or Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Content or Customer Data. However, Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.ProductionPro represents and warrants that it will not knowingly include, in any ProductionPro software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, Trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, ProductionPro fails to comply with the warranty in this Section, Customer may promptly notify ProductionPro in writing of any such noncompliance. ProductionPro will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance, in accordance with the provisions set forth in Section 7.
- By Customer. Customer will indemnify, defend, and hold harmless ProductionPro from and against all claims, liabilities, damages, losses and costs (including settlement costs and reasonable attorneys’ fees) arising out of any Claim against ProductionPro regarding: (a) Customer Content, (b) Customer Data; or (c) Customer’s, or Customer’s End Users’, use of the Services in violation of this Agreement. ProductionPro has no obligation to monitor the Content provided by Customer or Customer’s use of the Services.
- By ProductionPro. ProductionPro will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any Claim against Customer to the extent based on an allegation that ProductionPro’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will ProductionPro have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with other products, processes or materials not furnished by ProductionPro; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
- Possible Infringement. If ProductionPro believes the Services or Software infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then ProductionPro may: (a) obtain the right for Customer, at ProductionPro’s expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If ProductionPro does not believe the options described in this section are commercially reasonable, then ProductionPro may suspend or terminate Customer’s use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
- General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE PRODUCTIONPRO AND CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
- Warranty Disclaimers.
PRODUCTIONPRO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR PRODUCTIONPRO AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.
- Limitation of Liability.
- Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR PRODUCTIONPRO OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR PRODUCTIONPRO AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, PRODUCTIONPRO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE FEES PAID TO PRODUCTIONPRO HEREUNDER IN THE THREE (3) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
- Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 13.6. If a dispute is not resolved within thirty days of notice, Customer or ProductionPro may bring a formal proceeding.
- Arbitration. Customer and ProductionPro agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in New York (NY), or any other location both parties agree to in writing.
- Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of New York, NY solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and ProductionPro consent to venue and personal jurisdiction there.
- No class actions. Customer may only resolve disputes with ProductionPro on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
- Costs and attorneys’ fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
- Entire Agreement. This Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire Agreement between the Parties related to this subject matter. All attachments to the Agreement, Customer invoices, and Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.
- Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Order Form, the Agreement. The terms and conditions of this Agreement will be considered the confidential information of ProductionPro, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.
- Governing Law. THE AGREEMENT WILL BE GOVERNED BY NEW YORK LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
- Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
- Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to ProductionPro must be sent to ProductionPro Legal at firstname.lastname@example.org, with a copy to ProductionPro Technologies Inc. 175 Pearl St, Floors 1-3, Brooklyn, NY 11201.
- Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
- Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of ProductionPro. ProductionPro may not assign this Agreement without providing notice to Customer, except ProductionPro may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
- No Agency. ProductionPro and Customer are not legal partners or agents, but are independent contractors.
- Subcontracting. ProductionPro will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any subcontracted obligations.
- Force Majeure. Except for payment obligations, neither ProductionPro nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
- No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
- Publicity. Unless and until Customer notifies ProductionPro in writing to the contrary, ProductionPro is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion, and to place Customer’s name and logo on its website and marketing materials for this purpose.
- “Account Data” means the account and contact information submitted to the Services by Customer or End Users.
- “Administrator” means the Customer-designated technical End User who administers the Services to End Users on Customer’s behalf. Administrators may be able to access, disclose, restrict or remove Customer Content in or from End User Accounts or terminate access to End User Accounts.
- “Admin Account” means the administrative account provided to Customer by ProductionPro for the purpose of administering the Services.
- “Affiliate” means any entity that controls, is controlled by or is under common control with a Party, where “control” means the ability to direct the management and policies of an entity.
- “Claim” means a claim by a third party, including a regulatory penalty.
- “Content” and “Customer Content” mean text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are uploaded, posted, generated, provided or otherwise made available by Customer or End Users through the Services; Customer Content does not include Account Data or Log Data as defined hereto.
- “Customer Data” means all information, except Customer Content, that is obtained from Customer or End Users in connection with the Services, as well as any information derived from such information; Customer Data includes without limitation Account Data and Log Data as defined hereto.
- “Effective Date” means the date this Agreement is accepted by Customer.
- “End Users” means users of Customer’s Services account., whether they are (a) users who use Services to administer and manage a production or project (“Patrons”), (b) users who are invited to join a production or project created in the Services (“Collaborators”). End Users may include Customer’s and its Affiliate’s employees and consultants.
- “End User Account” means a ProductionPro hosted account established by End User.
- “Fees” means the amounts invoiced to Customer by ProductionPro for the Services as described on the Order Form.
- “Initial Services Term” means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.
- “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
- “Log Data” means any data reflecting the access or use of the Services by or on behalf of Customer or any End Users. Without limitation, Log Data may include information such as a Customer or End User’s IP address, operating system, device information such as hardware information, device identifier, device settings, crash data, visit, session, click stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.
- “Order Form” means the ordering document, or ordering page, for the Services.
- “Personal Data,” “Process,” and “Processing” have the meaning given to those terms in the EU Data Protection Laws.
- “Provisioning Date” is the date upon which ProductionPro makes the Services available to Customer.
- “Renewal Term” means, unless otherwise agreed to in writing by the Parties, the renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.
- “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.
- “Services” means the services ordered by Customer and provided by ProductionPro to Customer, which are described at https://production.pro, or other link that ProductionPro may provide.
- “Services Term” means the Initial Services Term and all Renewal Terms for the applicable Services.
- “Software” means the client software provided as part of the Services.
- “Stored Data” means the files uploaded to the Services using the Software by Customer or End Users.
- “Subcontractor” means an entity to whom ProductionPro subcontracts any of its obligations under this Agreement.
- “Sub-processor” means an entity who agrees to Process Customer Data or Content on ProductionPro’s behalf, or on behalf of another ProductionPro sub-processor, in order to provide the Services.
- “Taxes” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, duty or other charge of any kind or nature excluding tax that is based on ProductionPro’s net income, associated with the Services or Software, including any related penalties or interest.
- “Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) the Agreement is terminated as set forth herein.
- “Withholding Taxes” mean any income taxes that are imposed on ProductionPro or Customer’s reseller in which Customer is required by law to withhold or deduct on the payment to ProductionPro or Customer’s reseller.
Last Updated: April 1, 2019
Collection and Use of Information
Personal Information Collected or Received from You
Our primary goals in collecting Personal Information are to provide and improve our Services, to administer your use of the Services (including your Account, if you are an Account holder), and to enable you to enjoy and easily navigate our Services. We may also use your Personal Information to develop new products and services; verify your identity; conduct surveys, blogs, research and development; process transactions; prevent potentially prohibited or illegal activities; enforce our Terms; measure interest and engagement; customize content and advertising; and communicate with you. Personal Information means any information relating to an identified or identifiable natural person according to applicable law.
Account Information. If you create an Account, we’ll collect certain Personal Information that can be used to identify you, such as your name, email address, password, and we (or our service providers) may collect your credit card information and billing address (if you make any purchase through the Services). If we enable you to create an Account using your login credentials from one of your SNS Accounts, we’ll be able to access and collect your name and email address and other Personal Information that your privacy settings on the SNS Account permit us to access.
Information Related to Use of the Services. Our servers automatically record certain information about how a person uses our Services (“Log Data”), including both Account holders and non-Account holders. Log Data may include information such as a your Internet Protocol (IP) address; browser type;, your home page customization preferences;, operating system;, the name of your internet service provider; device information such as your hardware information, mobile provider, unique device identifiers, device settings, and crash data; the web page that a user was visiting before accessing our Services and after leaving our website; the pages or features of our Services to which a user browsed and the time spent on those pages or features; search terms and advertising clicks/actions; the links on our Services that a user clicked on and other statistics. We use Log Data to administer the Services, and we analyze (and may engage third parties to analyze) Log Data to improve, customize and enhance our Services by expanding their features and functionality and tailoring them to our users’ needs and preferences. We may use Personal Information to generate aggregate information about how our Services are used. We may also collect your Production Content and other data you contribute or post on the Services, live chats and customer service emails and phone calls, order history, preferences and testimonials, and survey responses, in each case, in connection with your use of the Services.
Information Sent by Your Mobile Device. We collect certain information that your mobile device sends when you use our Services, like unique identifiers such as an advertising ID, device ID, user settings and the operating system of your device, as well as information about your use of our Services.
Location Information. When you use our Services, we may collect and store information about your general location.
Information Collected Using Cookies, Web Beacons and other Tracking Tools. Like many website owners and operators, we use automated data collection tools such as Cookies and Web Beacons to collect certain information.
“Web Beacons” (also known as web bugs, pixel tags or clear GIFs) are tiny graphics with a unique identifier that may be included on our Services for several purposes, including to deliver or communicate with Cookies, to track and measure the performance of our Services, to monitor how many visitors view our Services, and to monitor the effectiveness of our advertising. Unlike Cookies, which are stored on the device, Web Beacons are typically embedded invisibly on web pages (or in an e-mail).
Our uses of such technologies fall into the following general categories:
- Operationally Necessary. This includes technologies that allow you access to our Services, applications, and tools that are required to identify irregular site behavior, prevent fraudulent activity and improve security or that allow you to make use of our Services;
- Performance Related. We may use technologies to assess the performance of our Services, including as part of our analytic practices to help us understand how our visitors use the Services;
- Functionality Related. We may use technologies that allow us to offer you enhanced functionality when accessing or using our Services. This may include identifying you when you sign into our Services or keeping track of your specified preferences, interests, or past items viewed;
- Advertising or Targeting Related. We may use first party or third party technologies to deliver content, including ads relevant to your interests, on our website and Services or on Third Party sites.
Personal Information that We Share with Third Parties
Personal Information Shared with Our Services Providers. We may engage third-party services providers to work with us to administer and provide the Services. These third-party services providers have access to your Personal Information for the purposes of performing services on our behalf (e.g., payment processing, customer service activities, IT and website-related services such as web hosting (including Amazon Web Services)).
We may share your Personal Information and any necessary payment information, such as credit card number, expiration date and billing address, with our payment processing services providers to complete and manage transactions that are initiated through the Services. When you make a purchase within the Services, we never receive or store your full credit card information. That information is provided directly to our third-party payment processors whose use of your personal information is governed by their privacy policies. These payment processors adhere to the standards set by the Payment Card Industry Data Security Standard (PCI-DSS) and using industry standard security. PCI-DSS requirements help ensure the secure handling of payment information. The payment processors we work with are:
- Apple Store In-App Payments: www.apple.com/legal/privacy/en-ww/
- Stripe: stripe.com/us/privacy
- Chargebee: www.chargebee.com/privacy/0020
- Quickbooks: https://security.intuit.com/index.php/privacy
In accordance with applicable law, we may also share your Personal Information with our email service providers (e.g., Mailchimp) to help us communicate account and Service information and better market our products and services to you. These service providers may use your Personal Information only for the purpose of helping us to provide relevant products and services information to you and are expressly obligated not to disclose your Personal Information to others for their own purposes. If you don’t want us to use your Personal Information for marketing purposes, you can contact us at email@example.com.
Information Shared with Third Parties. We may share aggregated data we collect from the use of the Services, such as de-identified demographic information, de-identified location information, information about the computer or device from which you access the Services, market trends and other analysis that we create based on the information we receive from you and other users.
Sharing Content. We may offer Services with various tools and functionalities that allow you to share Personal Information. For example, we may allow you to provide Personal Information about your friends or colleagues through our referral services. Email addresses that you may provide for a friend or colleague will be used to send the content or link you request, but will not be collected or otherwise used by us or any other third parties for any other purpose.
Information Shared with Analytics, Social Media and Other Providers. We may use third party service providers for analytics, advertising and other purposes, including:
Analytics Services. We use Google Analytics and related services provided by Google, Inc. (“Google”) and other vendors to gather information about how users engage with our website and Services. For more information about Google Analytics, please visit www.google.com/policies/privacy/partners/. You can opt out of Google’s collection and processing of data through Google Analytics generated by your use of the Services by going to http://tools.google.com/dlpage/gaoptout.
Interest-Based Advertising and Third-Party Marketing. Through our Services, we may allow third party advertising partners to set technologies and other tracking tools to collect information regarding your activities and your device (e.g., your IP address, mobile identifiers, page(s) visited, location, time of day). We may also combine and share such information and other information (such as demographic information and past purchase history) with third party advertising partners. These advertising partners may use this information (and similar information collected from other websites) for purposes of delivering targeted advertisements to you when you visit third party websites within their networks. This practice is commonly referred to as “interest-based advertising” or “online behavioral advertising.” We may allow access to other data collected by the Services to share information that may be useful, relevant, valuable or otherwise of interest to you. If you prefer not to share your Personal Information with third party advertising partners, you may follow the instructions below.
Information Disclosed in Connection with Business Transactions. Information that we collect from our users, including Personal Information, is considered to be a business asset. Thus, if we are acquired by a third party as a result of a transaction such as a merger, acquisition or asset sale or if our assets are acquired by a third party in the event we go out of business or enter bankruptcy, some or all of our assets, including your Personal Information, may be disclosed or transferred to a third party acquirer in connection with the transaction.
Information Disclosed for Our Protection and the Protection of Others. We cooperate with government and law enforcement officials or private parties to enforce and comply with the law. We may disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate: (i) to respond to claims, legal process (including subpoenas); (ii) to protect our property, rights and safety and the property, rights and safety of a third party or the public in general; and (iii) to stop any activity that we consider illegal, unethical or legally actionable activity.
Your Rights and Choices
We offer you choices regarding the collection, use and sharing of your Personal Information, and we’ll respect the choices you make. Please note that if you decide not to provide us with the Personal Information that we request, you may not be able to access all of the features of the Services.
Cookies and Interest-Based Advertising. You may stop or restrict the placement of technologies on your device or remove them by adjusting your preferences as your browser or device permits. The online advertising industry also provides websites from which you may opt out of receiving targeted ads from data partners and other advertising partners that participate in self-regulatory programs. You can access these, and also learn more about targeted advertising and consumer choice and privacy, at www.networkadvertising.org/managing/opt_out.asp, http://www.youronlinechoices.eu/, https://youradchoices.ca/choices/, and www.aboutads.info/choices. To separately make choices for mobile apps on a mobile device, you can download DAA’s AppChoices application from your device’s app store. Alternatively, for some devices you may use your device’s platform controls in your settings to exercise choice.
Please note you must separately opt out in each browser and on each device. Advertisements on third party websites that contain the AdChoices link may have been directed to you based on information collected by advertising partners over time and across websites. These advertisements provide a mechanism to opt out of the advertising partners’ use of this information for interest-based advertising purposes.
In accordance with applicable law, you may have the right to: (i) request confirmation of whether we are processing your Personal Information; (ii) obtain access to or a copy of your Personal Information; (iii) receive an electronic copy of Personal Information that you have provided to us, or ask us to send that information to another company; (iv) restrict our uses of your Personal Information; (v) seek correction or amendment of inaccurate, untrue, incomplete, or improperly Processed Personal Information; and (vi) request erasure of Personal Information held about you by us, subject to certain exceptions prescribed by law. If you would like to exercise any of these rights, please contact us as set forth below.
Rights of Access, Rectification, Erasure, and Restriction. In accordance with applicable law, you may have the right to: (i) request confirmation of whether we are processing your Personal Information; (ii) obtain access to or a copy of your Personal Information; (iii) receive an electronic copy of Personal Information that you have provided to us, or ask us to send that information to another company; (iv) restrict our uses of your Personal Information; (v) seek correction or amendment of inaccurate, untrue, incomplete, or improperly Processed Personal Information; and (vi) request erasure of Personal Information held about you by us, subject to certain exceptions prescribed by law. If you would like to exercise any of these rights, please contact us as set forth below.
Where you have consented to the processing of your Personal Information, you may withdraw that consent at any time and prevent further processing by contacting us as described below.
We will process such requests in accordance with applicable laws. To protect your privacy, we will take steps to verify your identity before fulfilling your request.
Responding to Do Not Track Signals. Your web browser may have a “do not track” setting which, when enabled, causes your browser to send a do not track HTTP header file or “signal” to each site you visit. At present, we do not respond to “Do Not Track” signals received from various web browsers.
The Security of Your Personal Information
We take reasonable administrative, physical and electronic measures designed to protect the Personal Information that we collect from or about you from unauthorized access, use or disclosure. Please be aware, however, that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. Therefore, while certain of our features employ enhanced security measures, you agree that you are solely responsible for taking appropriate measures, including to protect your Production Content and other data and to keep backup copies of all your Production Content and other data. We have no responsibility or liability for deletion, corruption or other damage to or loss of your Production Content or other data that you submit through the Services.
Links to Other Sites
By accessing the Services, your data will be transferred to or stored in the United States and in other countries. Your Personal Information may be transferred to, and maintained on, computers located outside of your state, province, country or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. If you’re located outside the United States and choose to provide your Personal Information to us, we may transfer your Personal Information to the United States and process it there.
Our Policy Toward Children
Our Services are not directed to children under 13 (or other age under applicable law), and we do not knowingly collect Personal Information from children under 13, unless we have their parents’ verified consent. If we learn that we have collected the Personal Information of a child under 13 and do not have their parents’ verified consent, we will take steps to obtain their parents’ verified consent, or delete such information from our files as soon as possible.
California Shine the Light Law
If you are located in the European Economic Area, you have the right to lodge a complaint with a supervisory authority if you believe our processing of your Personal Information violates applicable law.
Processing Your Personal Information
If you are located in the European Economic Area, our legal basis for collecting and using your Personal Information described above will depend on the Personal Information concerned and the specific context in which we collect it. Generally, we rely on performance of a contract because we need to process your Personal Information under the terms of our agreement with you in order to provide you with the Services. We also rely on our legitimate interests to collect Personal Information from you, except where such interests are overridden by your data protection interests or fundamental rights and freedoms. Where we rely on our legitimate interests to process your Personal Information, they include the interests described above.
In some cases, we may rely on your consent or have a legal obligation to collect Personal Information from you or may otherwise need the Personal Information to protect your vital interests or those of another person. If we rely on consent to collect and/or process your Personal Information, we will obtain such consent in compliance with applicable laws.
If you have questions about or need further information concerning the legal basis on which we collect and use your Personal Information, please contact us as described below.
PRODUCTIONPRO DMCA POLICY
Last Updated: May 14, 2018
ProductionPro Technologies Inc. (“ProductionPro”) respects the intellectual property rights of others and expects its users to do the same.
It is ProductionPro’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe the copyrights of others.
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, ProductionPro will respond expeditiously to claims of copyright infringement committed using the ProductionPro website or other online network accessible through a mobile device or other type of device (the “Sites”) that are reported to ProductionPro’s Designated Copyright Agent, identified in the sample notice below.
If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Sites by completing the following DMCA Notice of Alleged Infringement and delivering it to ProductionPro’s Designated Copyright Agent. Upon receipt of the Notice as described below, ProductionPro will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Sites.
DMCA Notice of Alleged Infringement (“Notice”)
- Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify the material that you claim is 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 permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Site(s) where such material may be found.
- Provide your mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice:
- “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, its agent, or the law (e.g., as a fair use).”
- “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.
Deliver this Notice, with all items completed, to ProductionPro’s Designated Copyright Agent:
c/o ProductionPro Technologies Inc.
175 Pearl St, Floors 1-3, Brooklyn, NY 11201