Terms of Service

You must read and agree to this Terms of Service Agreement ("Agreement") if you are a User of Lumen5's website at https://lumen5.com, Lumen5’s mobile application (“Mobile App”) or Lumen5’s video creation services made available through authorized third party websites (collectively referred to as the “Site” or “Services”).

You acknowledge and agree that, by (1) clicking the “I Agree” or similar button to access the Services, or (2) downloading a Lumen5 application or (3) otherwise accessing or using the Services, you have read these terms and agree to these terms. If you do not agree with these terms, you must immediately cease all use of the Services and un-install any application from your hardware.

You acknowledge that these Terms are between You and Lumen5, and not with any third sparty from which you obtained the Services, and such third party (called a “Provider”) is not responsible for the Services nor their content. Provider has no obligation whatsoever to furnish any maintenance or support services with respect to the Services. However, You agree and acknowledge that Provider is a third party beneficiary of these Terms, and that upon Your acceptance of these Terms, Provider will have the right (and will be deemed to have accepted the right) to enforce these terms against You as a third party beneficiary thereof. Your use of the Services is not only subject to these Terms of Service, but also any terms of service and/or rules of such third party site.

You must be 13 years of age or older to be a User of the Services. By continuing to use the Services, you are warranting that you are at least 13 years old if you are using the Services to make Lumen5 Videos for personal use, and that you are at least 18 years old if you are using the Services to make Lumen5 Videos for commercial purposes. You further warrant that you have the authority to enter into these Terms of Service.

We reserve the right, at any time, to modify the Services and/or the terms of this Agreement without prior notice. We recommend that you check these Terms of Service periodically to see if there have been any modifications. Modifications will become effective immediately upon being posted on the Site. Your continued use of the Services after modifications are posted will be considered an acceptance of the modified Terms of Service.

The Services are owned and operated by Sniply Projects Inc., a Canadian Corporation with a place of business at 422 Richards St #300, Vancouver, BC, Canada V6B 2Z4. The Lumen5 Services provide Users with the ability to have a video ("Lumen5 Video") automatically created by Lumen5 using selected or uploaded photographs, graphics, or video clips ("Image Content") set to a selected or uploaded music track ("Musical Content").

By registering with us, you agree that all information provided to us is true and accurate and you will keep it current. During the registration process, you will be asked to select a password. The password and your account are for your individual use only, and are not to be shared with coworkers, friends or family. You agree to keep your password confidential at all times and notify Lumen5 immediately if you learn of an unauthorized use of your password. You are fully responsible for activities or transactions that relate to your account or your password.

All information we obtain about you in connection with your use of the Services is subject to our Privacy Policy, which is incorporated by reference into these Terms of Service. Lumen5 reserves the right to anonymously track and report a user's activity inside of its Mobile App.

Payment of Fees

If you are a paid User, you agree to pay all per-use fees or fees associated with your subscription, as appropriate ("Fees"). Lumen5 may provide you with the ability to pay the Fees through a third party service. All subscriptions paid through these third parties are subject to the third party's Terms of Service, and we will not be responsible for anything contained therein. You are responsible for payment of any sales or use taxes associated with the Fees or your use of the Site.

If, for any reason, your payment is not received by Lumen5, your paid User account will revert to a free User account until payment is received by us. You agree that until your paid User account subscription is terminated or expires, you will continue to remain responsible for the subscription payments, even if you do not use our service. Subscription payments are nonrefundable.

Conduct

You agree to obey all applicable rules and regulations in using the Services, and agree that you are responsible for the contents of your submissions or communications through the site, including Image Content, Musical Content, and Lumen5 Videos (collectively, "Submissions").

You will not modify, create derivative works of, decompile or otherwise attempt to extract source code from us. You agree that you will not upload, share, or otherwise distribute any Submissions that:

  1. are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or impersonate another person;
  2. contain explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or in any way violate child pornography laws;
  3. victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  4. infringe on any patent, trademark, trade secret, copyright, right of publicity, or other right of any party;
  5. constitute unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  6. contain software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
  7. contains measures that could be used to determine the architecture of the Site, or could be used to decompile, disassemble, or reverse engineer the Site; or

We do not endorse the contents of any Submissions. We do not pre-screen or monitor Submissions. However, we have the right at our sole discretion to remove any content of any kind that, in our judgment, does not comply with these Terms of Service and any other rules of user conduct, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content.

If you would like to notify us of content which you believe does not comply with these Terms of Service, please fill out our feedback form. Make sure to include both the Uniform Resource Locator ("URL") for the non-complying video or content, and the reasons you believe it does not comply. You understand that in using the Services, you may be exposed to materials that are objectionable as set forth above. You hereby waive and agree to waive all rights, claims, and actions in law or equity against Lumen5 arising from your exposure to such materials.

You agree that we may at any time, and at our sole discretion, terminate your account without prior notice to you and without reimbursement if we suspect a violation any of these Terms of Service. In addition, you acknowledge that we will cooperate fully with investigations by law enforcement authorities.

Third Party Sites and Information

Our Site may include links to other sites on the Internet, or be accessed from other sites on the Internet, that are owned and operated by online merchants and other third parties, and which may contain references to information, software, materials, products, and/or services provided by the third party. Your use of those third-party sites is undertaken at your own risk, and is subject to the terms of use and privacy policies of each site. We do not endorse nor assume any liability for the third party websites, services, or products.

Intellectual Property

Lumen5's Intellectual Property Rights. Lumen5 is the owner and retains all proprietary rights to the Site, the services provided by the Site, and all associated copyrights, trademarks, brands, service marks, patents or other proprietary rights under law. Copying, distributing, modifying, or creating derivative works of Lumen5’s Services without Lumen5's written permission is strictly prohibited.

Lumen5's trademarks and/or service marks may not be used in connection with any product or service that is not provided by Lumen5, in any manner that is likely to cause confusion among customers or users of the site, tarnishes or dilutes the marks, or disparages or discredits Lumen5.

Lumen5’s Services include a user interface that allows you to upload user content and customize certain aspects of your desired Lumen5 Video. You are granted a limited right to use those services only in conjunction with the Site and in accordance with these Terms of Service. Your inputs are then handed off to Lumen5’s proprietary video creation engine, which automatically creates the Lumen5 Video. Users do not have direct access to the video creation engine and therefore you receive no license to use it. Lumen5’s Services (including its user interface and video creation engine) are Lumen5’s intellectual property, and the subject of pending and issued patent applications.

Others' Intellectual Property Rights. Lumen5 deeply respects the third party intellectual property rights that may be implicated in creating a Lumen5 Video. These intellectual property rights, and your responsibilities with respect to these rights, are outlined below.

In creating a Lumen5 Video using Lumen5's proprietary software, you will be able to use your own Image Content such as photos, graphics, text, or video segments, or select Image Content available from Lumen5. You will be able to either upload your own Musical Content, or select Musical Content available from Lumen5. Both the Image Content and Musical Content have associated intellectual property rights as described further herein. You retain any and all rights you hold with respect to Image Content and Musical Content.

Image Content may be protected by copyright, even if not marked with the © symbol. If you are not the creator of Image Content, prior to uploading Image Content you must get permission from the creator of the Image Content or the copyright holder to use the Image Content in a Lumen5 Video. For example, professionally-taken photographs should not be used in a Lumen5 Video unless you have received permission from the photographer to do so. As another example, professionally-produced video clips, such as clips of TV shows or movies, should not be used in a Lumen5 Video unless you have received a license to do so from the owner of the copyright.

Furthermore, if you want to publish Image Content of someone other than yourself, you must get permission from the individuals portrayed in the Image Content before using the content in a Lumen5 Video. Do not upload any Image Content that is confidential or proprietary. We assume no liability with respect to the disclosure or use of confidential or proprietary information uploaded to our Site.

Musical Content that is not an original creation by you is also protectable under copyright laws. Copying music without purchasing or obtaining the rights to the music is against the law. Prior to uploading your own Musical Content, you must be sure that you have the permission to use such Musical Content in a Lumen5 Video. If you are unsure whether you have the necessary rights to use music in a Lumen5 Video, we encourage you to choose Musical Content available through Lumen5. You agree that you will not alter or modify the fundamental character of any music available through Lumen5 or third party sites linked to by our Site.

You may want to search for Musical Content or Image Content through the Creative Commons.

You warrant that all Image Content and Musical Content uploaded by you, either from your own computer or another Site/server, is either created and owned by you, or you have the necessary licenses, rights and permissions to use the Image and/or Musical Content as you intend to use them and as contemplated by the Site and grant Lumen5 the rights described herein.

You hereby grant to Lumen5 a royalty-free, perpetual license to use, copy, create, modify, display and host your Lumen5 Video, Image Content, and Musical Content solely to the extent necessary for Lumen5 to provide the Services.

All trademarks and/or service marks displayed on the Site are the exclusive property of their respective owners, and may not be used without the owner's permission.

Open Source Licenses. The Mobile App available from Provider uses open source software that is distributed to you in executable form if you download the Lumen5 application.

You understand and acknowledge that each open source license is a separate agreement between You and the copyright holder of such open source software, and Lumen5 is not a party to any such open source license. Your use of the Lumen5 application must comply with terms of the applicable open source licenses.

Notice of Copyright or Intellectual Property Infringement. Please notify us if you believe any of your intellectual property rights have been infringed by a User of the Site. Pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act ("DMCA"), Lumen5 designates the following individual as its agent for receipt of notifications of claimed infringement:

By Mail:

Sniply Projects Inc.

Attn: DMCA Claims

422 Richards St #300, Vancouver, BC, Canada V6B 2Z4

By E-mail: [email protected]

To be effective the notification should include: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the right being infringed; (b) identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and Information sufficient to permit us to locate the material; (d) information sufficient to allow us to contact the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the right being infringed. If you fail to comply with all of these requirements, your DMCA notification may not be valid.

You acknowledge and agree that upon receipt and notice of a claim of infringement, we may immediately remove the identified materials from our site without liability, and the claims of the complaining party and party that originally posted the materials will be referred to the Canadian Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

If you believe that your video has been removed in error, you may submit a counter-notification in compliance with DMCA. To be effective, the counter-notification must include: (a) your physical or electronic signature, (b) identification of your material that has been disabled, and the location of the material before it was removed, (c) a statement under penalty of perjury that you have a good faith belief that your material was disabled as a result of mistake or mis-identification of the material, and (d) your name, address, and telephone number, and a statement that says you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (if in the United States), or if your address is outside of the United States, for any judicial district in which the Lumen5 may be found, and that you agree to accept service of process from the complaining party, or an agent of such person.

Lumen5, and not any Provider, is solely responsible for the investigation, defense, settlement, and discharge of any intellectual property infringement claim relating to the Services or a Lumen5 Video.

Repeat Infringers

Your account will be terminated if, at Lumen5's sole discretion, you are determined to be a repeat infringer. Repeat infringers are users who have been the subject of more than one valid takedown request that has not been successfully rebutted.

Disclaimer of Warranties

ALL LUMEN5 SERVICES, INCLUDING WITHOUT LIMITATION OPEN SOURCE SOFTWARE, AND THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

THE USE OF THE SERVICES, THE UPLOADING OF IMAGE CONTENT AND/OR MUSICAL CONTENT, OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS OR CONTENT THROUGH THE SERVICES OR THROUGH THIRD PARTIES' OR PROVIDER’S WEBSITES, IS DONE AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Third party Providers of Lumen5’s Mobile App have no warranty obligation to You. To the extent that Lumen5 has not effectively disclaimed warranties relating to the Services, or the limitations set forth above do not apply to You, your sole remedy for breach of warranty shall be to notify the Provider of the nonconformity, and such Provider may (depending on its policies and practices) refund the purchase price for the Services, if any.

Limitation of Liability

YOUR EXCLUSIVE REMEDY AND LUMEN5'S AND PROVIDER’S ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THE SERVICES SHALL BE LIMITED TO THE AMOUNT YOU PAID LUMEN5, IF ANY, DURING THE SIX-MONTH PERIOD BEFORE THE ACT GIVING RISE TO THE LIABILITY (OR, IF NO SUCH AMOUNT WAS PAID, $1.00 USD).

IN NO EVENT SHALL LUMEN5 OR PROVIDER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR MAKING BACKUP COPIES OF ANY AND ALL OF YOUR IMAGE CONTENT AND MUSICAL CONTENT. LUMEN5 SHALL NOT BE LIABLE FOR ANY LOSS OF OR DAMAGE TO YOUR IMAGE OR MUSICAL CONTENT.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold Lumen5, Provider, and each of its respective parents, subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys' fees and costs, made by any third party due to or arising out of (a) your use or misuse of the Site or Services, (b) the viewing of your content or video, (c) the violation of laws, rules, regulations or terms this Agreement, (d) your failure to comply with Lumen5’s terms of service or other terms of any open source licenses, if applicable,(e) infringement by your content, by you, or by someone using your account, of any intellectual property or any other right of any person or entity. Lumen5 reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Lumen5 in asserting any available defenses.

Use of Site and Storage of Material

Upon registering with Lumen5, you will be assigned one (1) user account. You are limited to one account per person. Lumen5 limits the maximum amount of disk space per account for storing Lumen5 Videos and User content to 1 Gigabyte. You may be given an opportunity to purchase additional storage space. Payments for such purchases are nonrefundable.

You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through the Services. The accounts of our Users operate on shared resources. Excessive use or abuse of these shared network resources by one User may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited. You acknowledge that we have the right, at our sole discretion, to terminate your account, limit the number of transmissions you may send or receive through our site, or limit the amount of storage space, bandwidth, or other resources you may use.

You acknowledge that we reserve the right to convert any Paid User account to a Free User account upon non-receipt of a subscription fee. Furthermore, we reserve the right to terminate any Free User account with no prior notice to you, including the deletion of any videos and content associated therewith, if the account has been inactive for a twelve (12) month period.

Do not rely upon the Services as a primary storage space for User content. You should preserve backup copies of any digital data, information or other materials that you have uploaded.

Use of Collected Data

Our services allow you to upload, store, send, edit, or receive content and data. You retain ownership of any intellectual property rights that you hold in that content. We reserve the right to review and/or remove any data if we suspect that it is in violation of our Terms of Service and/or applicable laws. We also collect certain data as you visit and use our website and services and may monitor your use of our service. We only use the data gathered in an aggregate and anonymous manner and only use this collected data in order to provide the service to you. Our automated systems and services may analyze your content to provide you personally relevant product features and services. This analysis occurs as the content is sent, received, processed, and stored. We may also use the collected data for the purpose of operating, supporting, generally maintaining, and improving the service, developing new services, as well as for developing and distributing general benchmarks or statistics pertaining to the service, provided the collected data is used in the aggregate and is in anonymized form. If you submit feedback or suggestions about our services, we may use your feedback or suggestions without obligation to you. You can find more information about how we use and store content in our Privacy Policy.

 

International Use

Although Lumen5’s Services may be accessible worldwide, we make no representation that the Services are appropriate or available for use in locations outside Canada and the United States, and accessing them from territories where their contents are illegal is prohibited. You agree to comply strictly with all export control laws, and assume sole responsibility for obtaining licenses to export or re-export as required. You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Termination of Use

We may terminate or suspend your use of the Services at our discretion and for any reason. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your account and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services immediately ceases, and we may immediately deactivate or delete your account and all related information. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension.

The following sections of these Terms of Service will survive termination: Third Party Sites and Information, Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, Termination of Use, Governing Law, Agreement to Arbitrate All Disputes, Miscellaneous.

Governing Law

The laws of the province of British Columbia, Canada, will apply to all matters relating to these Terms of Service and the Services without regard to the conflicts of laws principles nor the United Nations Convention on the International Sale of Goods. You agree to submit to the exclusive personal jurisdiction and venue of the province of British Columbia, Canada.

Agreement to Arbitrate All Disputes

Nothwithstanding anything contained herein, you agree that any legal disputes arising out of or relating to these Terms of Service or the Services shall be submitted to binding arbitration in Vancouver, British Columbia, Canada. Any judgment on the award by the arbitrator may be entered in a court having jurisdiction thereof. You agree that any claim, action or proceeding arising out of or related to these Terms of Service or the Services must be brought in your individual capacity, and not as a plaintiff or class member in any purported representative or class proceeding. The arbitrator may not consolidate more than one person’s claims. YOU ACKNOWLEDGE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Notices

All notices to a User or to Lumen5 shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at [email protected], if by email, or at Sniply Projects Inc., 422 Richards St #300, Vancouver, BC, Canada V6B 2Z4, if by conventional mail. Notices to you may be sent either to the email address supplied for your account or to the address supplied by you when registering or updating your account. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Service will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by mail, return receipt requested; (4) on the delivery date if transmitted by facsimile; (5) on the delivery date if transmitted by email; or (6) immediately if broadcast by Lumen5.

Miscellaneous

If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.

You agree that this Agreement may be assigned by Lumen5, in our sole discretion, to any third party at any time. You may not transfer or assign any of your rights and obligations under this Agreement, and any attempt to do so will be null and void.

This Agreement, together with the site Privacy Policy, shall constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understanding of the parties with respect thereto.

Any attempt to modify or supplement the terms of this Agreement and/or the Privacy Policy shall be null and void unless agreed to in writing signed by both parties.

Any failure by us to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision.

In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees.

This document was last updated on June 9, 2017.

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