Customer acknowledges that the Free Version is provided at no charge, and therefore, the terms that govern use of the Free Version are different, in part, from the terms that govern use of the Paid Version. The specific provisions that relate only to the Paid Version are set forth in Sections 4 (Paid Version Payments), 5.1 (Paid Version Limited Warranty), 6.1 (Paid Version Limitation of Liability), and 7.2 (Termination of the Paid Version), and the specific provision that relates only to the Free Version is set forth in Section 6.2 (Free Version Limitation of Liability). All other non-specified terms shall apply to both the Paid Version and Free Version. If Customer upgrades from the Free Version to a Paid Version, Customer acknowledges and agrees that the terms that govern the use of the Paid Version shall automatically apply to Customer upon such upgrade.
PLEASE READ THESE TERMS CAREFULLY, AS YOUR RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. BY USING THE SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
These terms govern the use of Services and apply to all users who download, install, open, and use Services (collectively, “you”). Please read these Terms carefully.
- means all text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials that may be viewed on, accessed through, or contributed to the Services.
- means Wistia’s free or any paid plans for Services, as applicable and as further described on Wistia’s website available at: www.wistia.com/soapbox.
- means the services hosted by Wistia and provided to you through Soapbox.
- means modems, servers, software, network and communications equipment and ancillary services that are owned, controlled or procured by you.
- means any patch, revision or update to the Services delivered by Wistia.
- “Your Data”
- means all your registration information and other transaction data collected, processed and retained by Wistia in connection with providing the Services.
Subject to all terms and conditions of this Agreement, Wistia will use commercially reasonable efforts to provide the Services to you. Subject to your compliance with these Terms, we grant you a limited, non-exclusive license to download and use Services in compliance with its available features and documentation. Your license rights are subject to your compliance with these Terms. The term of your license under these Terms shall commence on the date that you install or otherwise use Services and shall end upon your deletion of all copies of Services from your device(s) (including backup sources) or any earlier termination of these Terms (as further provided below).
Services are protected by U.S. copyright and trademark law and applicable laws and treaties throughout the world. Wistia and its licensors retain all of their respective right, title and interest to Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works and moral rights.
Services are licensed, not sold, to you, and you hereby acknowledge that no title or ownership in the Services are transferred or assigned to you or any other person, and these Terms shall not be construed as a sale of any rights in Services. Your license to use the Services is strictly limited. As further detailed in these Terms below, you are not permitted to copy, republish, modify, reverse engineer, or seek to repurpose Services in any way. We reserve all rights not expressly granted to you under these Terms.
Additional terms and/or registration may be required to access or download additional Soapbox modules or updates or patches, although to be clear Wistia shall have no obligation to provide such modules, updates or patches.
Any persons copying, reproducing, or distributing all or any portion of Services in any manner or medium, will be willfully violating the copyright laws and may be subject to civil and criminal penalties in the U.S. or their local country.
As conditions of your use, you promise not to use the Service for any purpose that is unlawful or prohibited by the Terms of Service, or any other purpose not reasonably intended by Wistia. You agree to abide by all applicable local, state, national and international laws and regulations applicable to your use of the Service; and you agree not to disclose or provide Wistia with any confidential or proprietary information that you desire or are required to keep secret.
By way of example, and not as a limitation, You shall not upload, submit, distribute, facilitate any of the foregoing, or otherwise use the Services or interact with the Services in a manner that:
- infringes or violates the intellectual property rights or any other rights of any other person or entity (including Wistia);
- violates any law or regulation;
- is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, pornographic, contains or depicts nudity, or is otherwise objectionable, as determined by Wistia in its sole discretion;
- jeopardizes the security of your Soapbox account or anyone else’s (such as allowing someone else to log in to the Services as you)
- attempts, in any manner, to obtain the password, account, or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content;
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
Additionally, you shall not (directly or indirectly) or permit any third party to: (a) to create any software, documentation or service that is similar to the Services or any documentation provided in connection therewith; (b) modify, translate, or otherwise create derivative works of any part of the Services, (c) copy, license, sublicense, sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available the Services in any service bureau arrangement or otherwise for the benefit of any third party without the prior written consent of Wistia. Finally, you must be a human. Access to the Services by “bots” or other automated methods is not permitted.
Wistia reserves the right to modify or discontinue any Services in whole or in part at any time. It is your responsibility to check the Terms periodically for changes. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Wistia shall have no obligation to provide Updates, except that Wistia will provide you with any Update that it makes generally available without charge to its similar customers.
Wistia will not be responsible or liable for any failure in the Services resulting from or attributable to (a) your Systems, (b) network, telecommunications or other service or equipment failures outside of Wistia’s facilities, (c) your or third party’s products, services, negligence, acts or omissions, (d) any force majeure or cause beyond Wistia’s reasonable control, (e) scheduled maintenance or (f) unauthorized access, breach of firewalls or other hacking by third parties.
You shall obtain and operate all Systems needed to connect to, access or otherwise use the Services, and provide all corresponding backup, recovery and maintenance services. You shall ensure that all Systems are compatible with the Services. You shall maintain the integrity and security of its Systems (physical, electronic and otherwise).
Except for your Content, Wistia (and its licensors) own all right, title and interest in and to the Services and all modifications, enhancements and Updates to the Services (including all intellectual property and proprietary rights embodied therein). Wistia reserves all rights not expressly granted hereunder. You shall not take any action inconsistent with such rights. You shall not alter, obscure or remove any printed or on-screen trademark, patent legend or other proprietary or legal notice.
You own all right, title and interest in and to your Content. You hereby grant Wistia a royalty-free, fully paid-up, irrevocable, worldwide license to employ your Content as necessary to provide the Services to you. You are responsible for your Content, and you represent and warrant you have all rights necessary to grant the rights in your Content set forth in this Agreement.
As between the parties, you shall own all your Data. Wistia shall not disclose to third parties or use any your Data except as reasonably necessary to provide the Services or to comply with any legal, regulatory or similar requirement or investigation. Notwithstanding the foregoing, during and after the term of this Agreement, Wistia may use your Data, as combined with other Wistia customers’ data, to improve and/or market the Services. You hereby grants Wistia a nonexclusive and royalty-free right and license to use the your Data solely for the purposes described above. You agree to create archival copies or backup copies of all your Data.
You may access Services through a combination of one or more usernames and passwords through a hosted application platform operated by a third party, such as Google. Services provided on Soapbox are not available to the public. Services may only be accessed with valid login credentials. You shall be responsible for maintaining the security of your usernames and passwords. You agree to immediately notify Wistia of any unauthorized use of the Services or any other breach of security known to you. Wistia may suspend or disable your account due to unauthorized use at any time.
You agree to indemnify and hold Wistia harmless from all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) arising from or related to your breach of these Terms.
Customer agrees to pay Wistia the fees, in the amounts and at the times specified in the selected Plan.
In order to access the paid version of the Services, Customer must provide Wistia with accurate and complete billing information including legal name, address, telephone number, and a valid credit card. Customer’s card will never be charged without its authorization. By submitting such credit card information, Customer gives Wistia permission to charge all fees incurred through its account to the designated credit card. Wistia reserves the right to terminate this Agreement in accordance with Section 7.2 hereto if Customer does not provide a valid credit card for the payment of fees hereunder.
The Services are billed annually in advance for an annual term. Wistia will not provide refunds or credits in the case of cancellations, downgrades, or when there are unused portions of the Services on an open account. For any Services upgrade, the additional fee for the Services upgrade for the remainder of the current term will automatically be charged to the Customer’s credit card at the time of the upgrade. All future recurring charges for the Services will follow the annual billing cycle.
All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes). You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, excluding taxes based upon Wistia’s net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
Wistia warrants that it will provide the Paid Version in a manner consistent with general industry standards reasonably applicable to the provision thereof. Notwithstanding the foregoing, the Paid Version may be temporarily unavailable, for example, when deemed reasonably necessary or prudent by Wistia to repair, maintain or upgrade the Paid Version or for causes beyond Wistia’s reasonable control.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WISTIA DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, WISTIA HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
EXCEPT FOR DEATH, BODILY INJURY OR FRAUD, AMOUNTS OWED TO THIRD PARTIES PURSUANT TO THE INDEMNIFICATION OBLIGATIONS HEREIN, ANY BREACHES OF SECTION 2.2 (PROHIBITED USES) OR SECTION 4.1 (FEES), OR ANY EXCLUSION OR LIMITATION OF LIABILITY THAT IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO WISTIA HEREUNDER WITH RESPECT TO THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
EXCEPT FOR DEATH, BODILY INJURY OR FRAUD, OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL WISTIA BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DIRECT DAMAGES IN EXCESS OF $100.00 IN THE AGGREGATE, EVEN IF WISTIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
This Agreement shall commence on the date that this Agreement is accepted and shall continue in effect until either party terminates this Agreement upon written notice, with or without cause, to the other party. With respect to a Paid Version user, this Agreement shall continue in effect for the initial annual term specified in the Plan, unless this Agreement is terminated earlier as permitted in Section 7.2. At the end of such initial annual term, the Agreement will be extended automatically for additional annual terms, unless this Agreement is terminated earlier as permitted in this Section 7.1 or in Section 7.2. Either party may elect not to have this Agreement extend automatically by giving written notice of such election to the other party at least 1 day prior to the end of the then current initial or renewal term. Customer is solely responsible for properly notifying Wistia of its election not to have this Agreement automatically renew by following the cancellation instructions within Customer’s Soapbox account. With respect to a Free Version user, this Agreement shall continue in effect until either party terminates this Agreement upon at least 1 business day written notice to the other party. Notwithstanding any statement to the contrary contained herein, Sections 2.1, 3–7, and 10 shall survive any termination or expiration of this Agreement. For the avoidance of doubt, Wistia is under no obligation to provide a copy of your archived Data upon any expiration or termination of this Agreement.
With respect to the Paid Version, this Agreement may be earlier terminated by either party, in whole or in part, (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 10 days (5 days in the case of non-payment) after receiving written notice of such breach from the non-breaching party, or (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.
Wistia has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act http://lcweb.loc.gov/copyright/legislation/dmca.pdf. It is Wistia’s policy to (a) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of its affiliates, content providers, or users; and (b) remove and discontinue service to repeat offenders. Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is infringing your copyrights. Procedures for Reporting copyright infringement and supplying a counter-notice can be found on the Wistia website at: https://wistia.com/terms/.