CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SOFTWARE AND SERVICE OFFERED BY OPENREEL.
DO NOT ACCESS OR OTHERWISE USE THE SERVICE OR SOFTWARE OFFERED HEREIN IF USER DOES NOT AGREE TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT. ACCESSING OR OTHERWISE USING ANY PART OF OPENREEL’S SOFTWARE OR
SERVICE INDICATES ACCEPTANCE AND AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Last updated: February 2019
ClearDoc, Inc. d/b/a OpenReel (“OpenReel”) owns or licenses all right, title, and interest in and to the
website located at www.openreel.com (the “Website”) and any related software, service and mobile
application available thereon or related thereto (the “App,” and collectively with the Website, the
“Service”). OpenReel has established the following terms and conditions (the “Agreement”) with which
you (“you” or “User”) must comply when you access or use the Service.
From time to time, OpenReel may without advance notice: (a) supplement or make changes to this
Agreement, the documents and policies referenced herein and other rules or access and use
procedures, documentation, security procedures and standards for equipment related to the Service, or
(b) modify or withdraw the Service. All changes to the Agreement will be posted on this page and are
effective as of the date they are posted. Accordingly, User should periodically visit this page to review
the terms of this Agreement. User’s use of the Service after a modification to this Agreement constitutes
User’s acceptance of the modification.
Occasionally, OpenReel may notify User of additional terms and conditions that User is required to
accept in order to receive certain services offered on or through the Service (the “Additional Terms”),
which will be posted in specific areas and require reading and acceptance. The Additional Terms are
incorporated herein by reference and made a part of this Agreement.
which are incorporated herein by reference and made a part of this Agreement.
1. USE OF SERVICE
- Services. Subject to User’s enrollment in the Service through the OpenReel Website and
payment of applicable Service fees associated with User’s permitted use of the Service,
OpenReel shall provide the Service to User for the Service term selected by User. User is
permitted to use the Service solely within North America.
- Usage Limits. User’s use of the Service is subject to usage limits and restrictions. Such limitations
and restrictions are set forth in the underlying payment package, which may include, without
limitation, the locations at or through which User can use the Service, the number of allowable
users, the number of allowable Works, Works time limits, usage volumes and storage capacity
limits on the number of recipients and live streaming time limits. User agrees to use the Service
within the usage limits associated with User’s enrollment package. It is User’s responsibility to
ensure that it does not exceed those limits and restrictions. User understands that extra-charges
4844-4190-0390.2 may apply if User exceeds any usage limits at OpenReel’s then-current
usage fees in accordance with the payment package.
- User Works. Through the Service, User may create video and/or audio recordings (the “Works”),
either through the use of OpenReel’s remote video capture technology, screen recordings, use
of an OpenReel provided template that User customizes or otherwise. OpenReel makes
available by User from various templates made available by OpenReel including, without
limitation, the use of stock image and video libraries that OpenReel licenses from third-parties.
User may access and use such stock image and video libraries and templates solely for the
purpose of creating a Work, but may not otherwise be sublicensed or otherwise sold other than
as an integrated component of the Work. OpenReel and the Service are passive conduits of the
Works. User is exclusively responsible for all User Works and the consequences of submitting
and publishing User Works on the Service. OpenReel does not verify the accuracy, quality,
content or legality of User Works. OpenReel may, but is under no obligation to, monitor, view,
or analyze any User Works. OpenReel is not responsible for preventing or identifying
infringement of intellectual property rights or non-compliance with applicable laws. OpenReel
will not be liable, directly or indirectly, in any way for any damage or loss cause or alleged to be
caused by or in connection with User Works.
- Third Party Terms. OpenReel may, from time to time, integrate third-party software or stock
images and video libraries into the Service including, without limitation, plugins, open source
code and integration of APIs (“Third Party Elements”). To the extent that the Service
incorporates any such third-party elements licensed by OpenReel, then, in addition to the terms
set forth herein, User must comply with any additional terms, restrictions, or limitations
applicable to such third-party elements. Additionally, third party providers may have their own
User should review those terms and policies as necessary for information on how such third
parties collect, use and disclose information. THE THIRD PARTY ELEMENTS ARE PROVIDED “AS-
IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. OpenReel expressly disclaims
any express and implied warranties by OpenReel’s third party providers, and excludes all liability
by OpenReel’s third party providers, to the fullest extent permitted under applicable law. In
order to use the Service, User may be required to grant access to User’s OpenReel account to
such third party service providers. User expressly permits OpenReel to share User Content (as
defined herein) in conjunction with the Third Party Elements and User’s customers’ data with
third party service providers.
- User IDs. In order to create an account to use the Service, User may be required to create a
unique identification name and password for access to and use of the Service (“User ID”) and to
provide OpenReel with personal information, including contact information, and username and
password in order to do so. If User’s information changes, User must notify OpenReel promptly
to keep such information current. User shall be solely responsible for ensuring the security and
confidentiality of User’s User ID. User acknowledges that User will be fully responsible for all
liabilities incurred through use of User’s User ID and that any transactions under User’s User ID
will be deemed to have been performed by User. Use of any User ID other than as provided in
this Agreement shall be considered a breach of this Agreement by User.
- User Accounts. User acknowledges that User may integrate the Service with User’s email and
social media accounts (together, the “Third-Party Applications”) in order to share Works and
other User Content with User’s customers and personal network. User represents that it has all
rights to grant OpenReel such access to Third-Party Applications including, without limitation,
any email service that is maintained by User’s employer. Accordingly, User grants OpenReel the
right to access the Third-Party Applications for the purpose of sharing the Works and User
Content as directed by User through the Service. In addition to the terms of this Agreement, all
use of the Services and viewing and submission of content made available to, by or through the
- Trial Versions. OpenReel may, from time to time, provide a trial or free version of the Service
User’s limited use. Any such trial or free version of the Service is provided on an “AS-IS” and “AS
AVAILABLE” basis without any warranties or conditions of any kind, whether express, implied,
statutory or otherwise. Use of the trial or free version is at User’s sole risk. User acknowledges
that OpenReel shall not have any obligations or liabilities to User related to or arising out of
User’s use of a trial or free version of the Service.
- Analytics. The Service contains software (“Analytics Code”) to track, capture and aggregate
User’s data and its customer data (including, without limitation, i.e. video views and
engagement, device usage and geo-location) and use of the Service. OpenReel owns all rights in
and to the Analytics Code and nothing in this Agreement shall be deemed an assignment or
transfer of OpenReel’s ownership rights in the Analytics Code to User. Through such Analytics
Code, OpenReel may collect information about User and User’s customers in order to provide
the Service, prepare and analyze statistics, produce reports and improve and customize Service.
Subject to the level of Service package purchased by OpenReel, if applicable OpenReel shall
provide User with data analytics related to each Works uploaded to the Service by User and
customer intelligence specifically outlining certain metrics, reporting and notifications related to
the Works. User is exclusively responsible for obtaining all necessary rights, releases and
consents from its customers and other third parties to allow customer viewing data to be
collected, used, processed and disclosed in the manner contemplated by this Agreement and to
grant OpenReel the rights set out in this Agreement. OpenReel has the right to use the data and
User’s customers’ viewing data in accordance with and subject to the terms of this Agreement.
Accordingly, User grants to OpenReel a worldwide, non-exclusive, perpetual, royalty-free license
to: (i) collect and analyze information about User and User’s customers; (ii) generate statistics
and produce reports for User based on such information; and (iii) make recommendations for
improving and customizing Service according to User’s customers’ preferences, statistics and
- Hosting. OpenReel shall host the Service and Works for access and use by User. User
acknowledges that OpenReel shall have the right to subcontract performance of its hosting
services, in which event the service terms provided by any third-party hosting provider
(including, without limitation, any service levels) will be incorporated herein by reference.
- Uptime. OpenReel will take commercially reasonable steps to make the OpenReel Website and
Service available to User 24 hours every day, 365 days per year, excluding scheduled
maintenance time, unavailability caused by User or any software, hardware or service not
provided by OpenReel, emergency maintenance and/or any force majeure or other event
outside of OpenReel’s control. OpenReel is not liable if the OpenReel Website or Service are
unavailable at any time
- User Obligations. In addition to all other obligations set forth herein, User shall be responsible
for the following:
- Equipment for Services. User is responsible for obtaining and maintaining all
telecommunications, broadband, computer hardware, software, equipment and services
needed to connect to, access and use the Service. User is responsible for all fees charged by
third parties to access and use the Services (for example, without limitation, charges by ISPs
and mobile carriers). Without limiting the foregoing, User is solely responsible for the
payment of all applicable fees associated with any carrier service plan User uses in
connection with User’s use of the Service (such as voice, data, SMS, MMS, roaming, other
applicable fees charged by the carrier), as OpenReel may send communications to User on
its mobile device. Accordingly, User should use care in selecting a service plan offered by
- Professional Licenses. User shall maintain any and all license(s), certification(s) and/or
permit(s) required for User in his or her profession, and shall notify OpenReel upon any
suspension, termination, revocation of such license(s), certification(s) and/or permit(s) or
any other limitation on his or her ability to provide services within his or profession.
- Permissions. User agrees that prior to the completion and publication of each Work, User
shall obtain from all persons who are, or whose property is, used, identified, depicted, or
otherwise referred to in such Work, written and signed releases, licenses, permissions,
waivers, and consents in favor of OpenReel (collectively “Permissions”) including those
relating to publicity and privacy, as are or reasonably may be expected to be necessary for
OpenReel to provide the Services and to exercise its rights in such Work or as may be
requested by OpenReel, including all intellectual property rights therein, without incurring
any payment or other obligation to, or otherwise violating any right of, any such person. For
example, without limitation, these may include consents, licenses and waivers from: (i)
copyright owners, artists, actors, directors, performers, writers, producers or any other
individuals appearing in the Work; (ii) public performance rights collection organizations
(e.g., SOCAN, ASCAP, BMI or SESAC); and (iii) the owners of musical compositions and sound
recordings embodied in the Work. In addition, User is responsible to pay all applicable
royalties, fees and other amounts owing to any person in connection with the use of any
content in the Work, including payments to any labor unions, guilds and public performance
rights collection organizations. User agrees to provide copies of any and all Permissions to
OpenReel. OpenReel shall not be liable for User’s failure to comply with this Section.
- Text Messages and/or E-mail Used in Review Services. User agrees that in using OpenReel’s
review Service to send text message(s) and/or e-mail(s) to customer(s), where applicable,
User shall obtain any and all required consents from such customers prior to sending text
message(s), in accordance with, as applicable, the Telephone Consumer Protection Act, 47
U.S.C. § 227 et al. Cient will include an opt-out option in e-mail communication(s) to
customers, when such e-mail communication(s) are sent to a customer by User using
OpenReel’s Service, in accordance with, as applicable, the Controlling the Assault of Non-
Solicited Pornography And Marketing (CAN-SPAM) Act of 2003, 15 U.S.C. § 7704(a).
- Compliance with State and Federal Laws. Various state and federal laws may restrict the use
of personal information similar to the information User provides on the OpenReel Website, the Works, and/or through the Service. By providing information, the use and collection of
which may be restricted by law, User waives any protections or restrictions related to such
information, and claims any liability for improper use or disclosure of such information by
User. OpenReel may preserve, store or disclose Works and information if required to do so
by law or in the good faith belief that such preservation or disclosure is reasonably
necessary to: (i) comply with legal processes; (ii) comply with this Agreement; (iii) respond
to claims that any Works violates the rights of any person; or (iv) protect the rights,
property, or personal safety of OpenReel and/or the public.
- User Content. The Service allows User to upload, transmit and use information and other
content to and through the Service either in connection with a Work or otherwise (collectively,
“User Content“). User is solely responsible for all User Content that User makes available
through the Service including, without limitation, the accuracy, quality, legality and means by
which User acquired User Content. User represents and warrants that: (i) User either is the sole
and exclusive owner of all User Content or has all rights, licenses, consents and releases that are
necessary to grant to OpenReel the rights in such User Content, as contemplated under this
Agreement; and (ii) neither the User Content nor User’s accessing, posting, submission or
transmittal of the User Content or OpenReel’s use of the User Content (or any portion thereof)
on, through or by means of the Service will infringe, misappropriate or violate a third party’s
patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or
rights of publicity or privacy, or result in the violation of any applicable law or regulation.
OpenReel reserves the right (but shall have no obligation) to remove any or all User Content
from the Service in its sole discretion. User agrees to immediately take down any User Content
that violates this Agreement, including pursuant to a takedown request from OpenReel. In the
event that User elects not to comply with a request from OpenReel to take down certain User
Content, OpenReel reserves the right to directly take down such User Content.
- User Information. User grants OpenReel the right to utilize any publicly available information in
creating User’s biography and videos, including, but not limited to, images, reviews, logos,
assets, platforms, drawings, mobile applications, and User’s own website information in order to
create the Works and otherwise provide the Service to User. User will not hold OpenReel
responsible for any liability resulting from the use of User’s name, likeness, photograph(s), or
materials User provides for inclusion in the Works, in accordance with the terms hereof,
including what might be deemed to be misrepresentation of User, User’s character, or User’s
person due to distortion, optical illusion, or faulty reproduction that may occur in the finished
product. User will not hold OpenReel responsible for any liability resulting from the use of User’s
name, likeness, photograph(s), or materials User provides for inclusion in the Works, in
accordance with the terms hereof, including what might be deemed to be misrepresentation of
User, User’s character, or User’s person due to distortion, optical illusion, or faulty reproduction
that may occur in the finished product.
- Video Capture. Where applicable, User agrees to allow OpenReel to record User and to
otherwise capture video via camera whether in person or online via webcam, smartphone,
computer or similar device including via OpenReel App. If it is necessary for OpenReel to enter
User’s property to perform Service, User grants OpenReel and those acting under its permission
or authority, the right to enter and remain on User’s property for the purpose of providing the
Service. User agrees that during a session on the OpenReel App, OpenReel is granted the right
to control certain features of User device including all features related to the camera and
video/audio recording capabilities of the device in order to remotely capture video/audio.
2. Acceptable Use Policy (“AUP”).
- User agrees: (i) not to use the Service for illegal purposes; (ii) not to take any action that
imposes, or may impose in OpenReel’s sole discretion an unreasonable or disproportionately
large load on OpenReel’s infrastructure; (iii) not to interfere with or disrupt the Service or
servers or networks connected to the Service or take any action which might prevent or restrict
access to the Website or Service; (iv) to comply with all requirements, procedure, policies, and
regulations of networks connected to the Service; and (v) not to resell the Service or use of or
access to the Service.
- User agrees not to upload, post, email, or otherwise transmit through the Service: (i) any
unlawful, harassing, libelous, privacy invading, abusive, threatening, harmful, vulgar, obscene,
indecent, tortuous, or otherwise objectionable material of any kind; (ii) any material that
violates the rights of another, including, but not limited to, the intellectual property rights of
another; (iii) any material that violates any applicable local, state, national, or international law
or regulation; (iv) contains any viruses, Trojan horses, worms, time bombs, cancelbots, easter
eggs or other computer programming routines that may damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data, or personal information; or (v) create
liability for OpenReel or cause OpenReel to lose (in whole or in part) the services of OpenReel’s
ISPs or other suppliers. In the event of such an occurrence, OpenReel shall notify User of the
occurrence and reserves the right to terminate the Service should User not rectify the
occurrence in a timely manner and to OpenReel’s satisfaction.
- Users sending bulk email, using the Service, may only engage in such activity through the use of
“closed-loop opt-in” mailing lists, where this refers to lists obtained and assembled only be the
sender and with the direct permission of the listed recipients. Subscribing email addresses to
any mailing list without the express and verifiable permission of the email address owner is
prohibited. Users who send bulk email must have a method of confirmation or verification of
subscriptions (“Subscription Confirmation“) and must be able to show evidence of such
Subscription Confirmation to users who complain about receiving unsolicited email. User shall
keep all Subscription Confirmations for each mailing list address for the duration of the
existence and use of any mailing list and for a reasonable time after such use. User must provide
a mechanism by which email recipients can submit requests to unsubscribe from any mailing
list. User must honor all unsubscribe requests within 5 business days.
- User may not send or attempt to send e-mail messages or transmit any electronic
communications using a name or address of someone other than User for purposes of
deception. Any attempt to impersonate someone else by altering a source IP address
information or by using forged headers or other identifying information, including the domain
name is prohibited. Any attempt to fraudulently conceal, forge, or otherwise falsify User’s
identity in connection with use of the Service is prohibited.
- From time to time under this Agreement OpenReel may disclose or make available to User
information about its business. User acknowledges that all knowledge, information and data
provided by OpenReel to User that is not generally known or available publicly, whether or not
marked, designated, or otherwise identified as “confidential” with respect to the business,
operations and marketing of OpenReel’s products and services, intellectual property of
OpenReel that User may learn or discover, including but not limited to knowledge, information
and data concerning the advertising and publicity program and related activities in which User
may participate, is confidential information of OpenReel and User will not to use or disclose
such confidential information to any third party without the prior written consent of OpenReel.
3. INTELLECTUAL PROPERTY; OWNERSHIP
- OpenReel IP. OpenReel and its licensors and suppliers own all names, marks, and logos
appearing in the Service, information, text, reports, analyses, data, graphics, images, sound
recordings, audio, video, photographs, programs, applications, software, and other content
contained in the Service, as well as the collection, design, production, selection and
arrangement thereof (collectively, the “OpenReel Material”). Nothing herein grants User any
rights, title, ownership or interest in or to the OpenReel Material other than the use rights
expressly set forth herein.
- Restrictions. User agrees not to: (i) copy, modify or create derivative works or improvements of
the Service or OpenReel Materials; (ii) rent, lease, lend, sell, sublicense, assign, distribute,
publish, transfer or otherwise make available the OpenReel Materials or Service to any person,
including on or in connection with any time-sharing, service bureau, software as a service, cloud
or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, adapt or
otherwise attempt to derive or gain access to the source code of the platform or Service or any
part thereof; (iv) modify, build upon or block any portion or functionality of the Service;
(v) misuse the Service; or (vi) access or use the platform or Service for any purpose that
infringes, misappropriates or otherwise violates an intellectual property right or violates
- Feedback. User acknowledges OpenReel’s proprietary rights in the Service and OpenReel
Materials and shall protect the proprietary nature thereof. If User suggests any new features,
functionality or performance for the Service or OpenReel Materials that OpenReel subsequently
incorporates into the Service (or any other software or service) or OpenReel Materials, User
hereby acknowledges that (i) OpenReel shall own, and has all rights to use, such suggestions and
the Service (or any other service) or OpenReel Materials incorporating such new features,
functionality, or performance shall be the sole and exclusive property of OpenReel and (ii) all
such suggestions shall be free from any confidentiality restrictions that might otherwise be
imposed upon OpenReel.
- User Works. User is and will be the sole and exclusive owner of all right, title, and interest in and
to the Works, including all copyrights and other intellectual property rights therein subject any
third-party content included therein which shall remain subject to the rights granted by the
licensor thereof. User is solely responsible for the Works that User uploads, publishes, displays,
links to, or otherwise makes available via the Service, and User agrees that OpenReel is only
acting as a passive conduit for the online distribution and publication of the Works.
Notwithstanding the foregoing, OpenReel retains the authority to remove any Works uploaded
that it deems in violation of this Agreement, at its sole discretion. User hereby grants to
OpenReel the absolute right and permission to use, and for no consideration, the Works for the
purposes set forth in this Agreement. User agrees that the foregoing grant includes the right to
modify, edit, combine with other materials, translate, include in collective Works and create
derivative works of the Works for the purposes set forth in this Agreement.
- User’s Data and User’s Customer Data. User grants OpenReel a non-exclusive, fully-paid, royalty-
free license to access, use, reproduce, electronically distribute, transmit, perform, format,
display, store, archive, and index the User Content for the purpose of supporting User’s use of
the Service and providing the Service to User. OpenReel may also use User Content for the
purpose of supporting and developing the Service, provided that when doing so, OpenReel shall
only use User Content in an anonymized and aggregated way. Subject only to the limited license
expressly granted herein, User shall retain all right, title and interest in and to the User Content
and all intellectual property rights therein. Nothing in this Agreement will confer on OpenReel
any right of ownership or interest in the User Content or the intellectual property rights therein.
- Blind Data. Notwithstanding anything herein to the contrary, OpenReel shall have the right to
utilize data capture, syndication and analysis tools, and other similar tools, to extract, compile,
synthesize, and analyze any non-personally identifiable data or information resulting from
User’s use of the Service (“Blind Data”). To the extent that any Blind Data is collected by
OpenReel, such Blind Data shall be solely owned by OpenReel and may be used by OpenReel for
any lawful business purpose without a duty of accounting to User, including, without limitation,
providing User with the opportunity for User to benchmark itself against its peers, provided that
the Blind Data is used only in an aggregated form, without specifically identifying the source of
the Blind Data. Without assuming any obligations or liabilities of User, OpenReel agrees use
commercially reasonable efforts to comply with the applicable U.S. laws and regulations
respecting the dissemination and use such Blind Data.
4. FEES AND PAYMENT. Paying Users of the Service
shall pay OpenReel in accordance with the
package and pricing they have chosen on the OpenReel Website, as they become due on the first
day of the agreed upon term of each package. OpenReel may increase its fees from time to time by
providing User with notice of such increases. All fees payable by User under this Agreement are
exclusive of taxes and similar assessments, and User is responsible for all taxes, duties and charges
of any kind imposed by a governmental or regulatory authority, except those based on OpenReel’s
income. If User fails to make any payment when due, OpenReel shall have the right to charge
interest of one and one-half percent (1.5%) per month on the overdue balance, suspend User’s
account, and collect from User all reasonable expenses OpenReel incurred in collecting any late
payments or interest.
5. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE.
Certain content on the Service is from
third parties not within OpenReel’s control. OpenReel is under no obligation to, and does not, scan
such third party content (including the Third Party Elements) used in connection with the Service for
the inclusion of illegal or impermissible content. However, OpenReel respects the copyright interests
of others and, as a policy, does not knowingly permit content that infringes another party’s
copyright. It is OpenReel’s intention to fully comply with the DMCA, including the notice and “take
down” provisions and to benefit from the safe harbors immunizing it from liability to the fullest
extent provided by law. If User believes any content on the Service infringe a copyright, User should
provide OpenReel with written notice that at a minimum contains:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed;
- 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 that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled, and information
reasonably sufficient to permit OpenReel to locate the material;
- Information reasonably sufficient to permit OpenReel to contact the complaining party, such
as an address, telephone number, and, if available, an electronic mail address at which the
complaining party may be contacted;
- 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 owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury,
that the complaining party is authorized to act on behalf of the owner of an exclusive right that
is allegedly infringed.
All DMCA notices should be sent to OpenReel’s designated agent as follows: info@Openreel.com
6. TERM; TERMINATION
- Term. This Agreement shall become effective on the date of enrollment in a Service package
through the OpenReel Website or other sign-up form, and shall continue, for the length in the
agreed upon package, unless the Agreement is terminated earlier as permitted herein. A Customer’s Service package will automatically renew on its expiration date for an equal period of time as the original package or one year, whichever is shorter, unless User provides OpenReel written notice of its intent not to renew the Service at least thirty (30) days prior to the expiration date thereof.
- Termination by OpenReel. OpenReel may terminate this Agreement, at any time, in the event that OpenReel ceases to provide the Services or in the event that OpenReel consummates a Change of Control Transaction. “Change of Control Transaction” means any (i) merger, sale of outstanding shares of stock of OpenReel, or similar transaction or series of related transactions in which a third party acquires majority voting power of OpenReel’s shares of stock, or (ii) sale or transfer of all or substantially all of OpenReel’s assets. Additionally, OpenReel may terminate User’s account and prevent User from accessing the Service, effective immediately, if User breaches any of the terms of this Agreement or violation of applicable law.
- Termination by User. User may terminate this Agreement effective immediately upon written
notice if OpenReel materially breaches its obligations under this Agreement and does not cure
the breach within thirty (30) days after receiving such written notice.
- Effect of Termination. Upon termination of this Agreement for any reason, User’s right to access
and use OpenReel’s Service shall automatically and immediately terminate unless agreed upon
in writing by OpenReel. Full payment is due upon termination, as set forth in the agreed upon
package at purchase.
7. DISCLAIMER OF WARRANTIES
- No Warranty. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SERVICE AND THE OPENREEL
MATERIAL ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES
OF ANY KIND. FURTHER, OPENREEL DOES NOT WARRANT THAT: (I) THE QUALITY OF ANY
INFORMATION, PRODUCTS, SERVICES, OR OTHER MATERIAL THAT USER OBTAINS FROM THE
SERVICE WILL MEET USER’S EXPECTATIONS; (II) THE SERVICE WILL OPERATE UNINTERRUPTED
OR ERROR-FREE; (III) THE SERVICE WILL BE FREE OF VIRUSES, WORMS OR OTHER HARMFUL
MATERIAL; OR (IV) THE SERVICE WILL OPERATE IN PERPETUITY. OPENREEL DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE SERVICE, OPENREEL
MATERIAL AND THIRD PARTY ELEMENTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF NON-INFRINGEMENT, TITLE, QUALITY OF INFORMATION, AND FITNESS FOR A
PARTICULAR PURPOSE. IN THE EVENT OF ANY PROBLEM WITH THE SERVICE, USER AGREE THAT
ITS SOLE REMEDY IS TO CEASE USING THE SERVICE.
- Disclaimer of Errors. OpenReel Material and Third Party Elements may contain inaccurate or
out-of-date information or typographical or spelling errors. OpenReel does not make any
representations or warranties regarding: (i) the truth, accuracy, completeness, timeliness,
legality, or reliability of any OpenReel Material and Third Party Elements(ii) any opinion,
information, advice or statement expressed by OpenReel or Independent Contractors in or
through the Service or (iii) any results to be obtained from using the Service or relying on the
OpenReel Material and/or the Third Party Elements.
- User acknowledges that it is solely responsible for downloading and otherwise creating backups of its User Content and Works and that OpenReel is not responsible for any lost User Content or Work.
- Force Majeure. OpenReel shall not be in default or otherwise liable for any delay in or failure of
its performance under this Agreement where such delay or failure arises by reason of any Act of
God, or any government or any governmental body, war, insurrection, acts of terrorism, the
elements, strikes or labor disputes, or other similar or dissimilar causes beyond OpenReel’s
control. User acknowledges that the performance of certain of OpenReel’s obligations may
require the cooperation of third parties designated by User and outside the control of OpenReel
In the event such third parties fail to cooperate with OpenReel in a manner that reasonably
permits OpenReel to perform its obligations, such failures shall be consider as causes beyond
the control of the OpenReel for the purposes of this Section and shall not be the basis for a
determination that OpenReel is in breach of any of its obligations under this Agreement or is
8. LIMITATION OF LIABILITY
- USER’S USE THE SERVICE AND THE OPENREEL MATERIAL IS AT USER’S OWN RISK. TO THE
EXTENT PERMITTED BY APPLICABLE LAW, OPENREEL SHALL NOT, UNDER ANY CIRCUMSTANCES,
BE RESPONSIBLE OR LIABLE TO USER OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, PUNITIVE,
EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THE SERVICE, OPENREEL
MATERIAL AND THIRD-PARTY ELEMENTS EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR LOSSES. OPENREEL ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY LOST
DATA, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR
TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR
UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER COMMUNICATION. OPENREEL IS
NOT RESPONSIBLE OR LIABLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY
TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS,
COMPUTER EQUIPMENT, MOBILE DEVICES, SOFTWARE, OR FAILURE OF EMAIL DUE TO
TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING INJURY OR
DAMAGE TO ANY COMPUTER OR MOBILE DEVICE RELATED TO OR RESULTING FROM USE OF THE
- IN ANY EVENT, THE MAXIMUM LIABILITY OF OPENREEL FOR ALL CLAIMS (WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND ARISING OUT OF
THE SERVICE WILL IN NO EVENT EXCEED THE AMOUNTS PAID BY USER FOR THE SERVICE IN THE
MONTH PRIOR TO A CLAIM ARISING HEREUNDER.
User agrees to defend, indemnify, and hold harmless OpenReel and its
affiliates, officers, directors, shareholders, employees, contractors, agents, and representatives from
and against any action, claim, demand, damages, costs or expenses (including attorneys’ fees and
court costs) arising out of: (i) User’s use of the Service or the OpenReel Material; (ii) any conduct by
User that violates the terms of this Agreement; or (iii) User’s infringement of the intellectual
property rights of third parties.
10. GENERAL PROVISIONS
- Publicity. User hereby grants to OpenReel the right to use User’s Works, logo, name, likeness,
photograph(s), biography, testimonial and/or voice, either alone or accompanied by other
material, for the purpose of advertising and publicizing OpenReel’s products or services.
- Governing Law; Venue. This Agreement is governed by the laws of State of New York without
regard to its conflict of laws principles. User agrees to submit to the jurisdiction of the courts in
New York, U.S.A., with respect to any dispute, disagreement, or cause of action related to the
- Waiver. OpenReel’s failure to enforce any provision hereof shall not constitute or be construed
as a waiver of such provision or of the right to enforce it or any other provision at a later time.
- Independent Contractor. User acknowledges that he/she is an independent contractor of
OpenReel and is not an employee or agent for any purpose. User is solely responsible for his or
her own actions.
- Severability. In the event that any portion of this Agreement shall be declared invalid by final
order, decree or judgment, this Agreement shall be construed as if such portion had not been
- Assignment. This Agreement prohibits User from assigning any of its rights or delegating or
subcontracting any of its obligations. However, OpenReel has the right to assign the Agreement
without User’s consent.
- Entire Agreement. This Agreement constitutes the entire Agreement between the parties on the
subject matter of this Agreement and supersedes all oral and written prior representations,
agreements and understandings relating to the subject matter. Clicking the checkbox upon
signup and/or purchase of a package represents User’s understanding and acceptance of the
Agreement between the parties.