Updated: October 29, 2018
Description of Service
Please read these terms carefully to ensure that you understand each provision. These terms contain a binding and mandatory arbitration and class action/jury trial (where applicable) waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions (where applicable) and limits the remedies available to you in the event of certain disputes.
By accepting these terms, either by clicking a box indicating your acceptance, by downloading our mobile application, establishing an account, using our services, and/or navigating our website, you agree that (a) you have read and understood the terms; (b) represent that you are at least 18 years old; (c) you can enter into a binding contract; and (d) you accept the terms and agree that you are legally bound by its terms as well as the terms of an underlying video project brief which is expressly incorporated and referenced herein. If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept these terms and may not use the services.
To the extent the services may be used to reproduce copyrighted materials from customer(s), such copyright materials are licensed to you only for purposes which the customer(s) require including the production of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized and legally permitted to produce and/or reproduce. If you are uncertain about your right to copy or permit access to any material, you should seek your independent legal advice.
If you are unsure as to the terms set herein, please do not proceed further and contact support at email@example.com.
1. 90 SECONDS PLATFORM
- 1-1 90 Seconds (“we”, “our”, “us”, as the case may be) is the world’s leading cloud video creation platform (the “Platform”).
- 1-2 The Platform facilitates companies and/or individuals (“Customer”) in purchasing, planning, shooting, editing, and reviewing video anywhere in the world, online and mobile (collectively “Services”) by enabling them to engage and collaborate with video creative professionals (“Creators”) to produce digital assets including but not limited to video or photographic content captured at our film shoots, all graphics, animation, illustrations, concept art, including source files, storyboarding, draft and final outputs including video, static graphics or animations, any creative concepts and scripts (“Digital Assets”) in accordance with the specifications provided by the Customer (“Video Project Brief”).
- 1-3 Subject to your compliance with these Terms, we grant you a limited, non-exclusive and non-transferable access to and use of the Platform through our mobile application(s) (the “App”) and/or our website for Creators that is available at 90seconds.cc (the “Website”) or at any URL which we may designate as our website from time to time, to use our Services.
- 1-4 Simply put, we are not a video production company, but are a technology platform that connects and supports a global community of creators and brands for video creation.
- 2-1 To use the Services, you need to establish an account by signing up through our App or our Website (the “Account”).
- 2-2 Once you create an Account you will be able to customize your profile (“Profile”).
- 2-3 You agree to provide accurate, current and complete information about yourself.
- 2-4 You are responsible for keeping your password secret and secure. You must immediately notify us of any unauthorized use of your password, account or any other breach of security of which you become aware.
3. CREATING DIGITAL ASSETS
- 3-1 “Job” refers to one or more tasks that need to be completed on the Video Project Brief.
- 3-2 “Video Project Brief” includes the parameters, specifications, and terms and conditions of the project where Digital Assets are delivered.
- 3-3 “Work Contract” may sometimes be referred to as “Contract Details” is sent to you through the Platform to perform Job and it contains information such as Start Date, End Date, Due Date, Contract Price, and Job, and the link to Video Project Brief.
- 3-4 By clicking the “Accept” button on the Work Contract, you agree to the Job and the Video Project Brief.
- 3-5 Clicking “Accept” Button on the Work Contract will constitute a valid and binding agreement, and such terms and conditions will be incorporated into these Terms for all purposes. Any non-compliance by you with the terms of such Work Contract, Video Project Brief, or Job will be deemed a violation of these Terms. If you believe that you will not be able to adhere to specifications in the Work Contract, Video Project Brief or Job, please do not accept the Work Contract.
- 3-6 You agree to treat the contents of the Work Contract, Video Project Brief, and Job, and any information related to the Customer as confidential and not to disclose such information to any third party.
4. COLLABORATION AND COMMUNICATION
- 4-1 You may communicate with 90 Seconds and Customer through the Platform.
- 4-2 The 90 Seconds Platform manages the project to ensure that a successful Digital Asset is created for the assigned Video Project Brief.
- 4-3 All communication between you and the Customer must go through the Platform as online message(s) posted on the Platform through the Activity Feed.
- 4-4 You also agree that any phone conversations between you and the Customer will be recorded in detail on the Platform in writing. A Comment on the Brief must always be the first option used to communicate with the Customer.
- 4-5 If, within one year of completing a Job with a Customer, that same Customer requests you to work on a project directly without the involvement of us and/or the Platform, you hereby agree to direct them to the Platform and continue communicating with them via the Platform. You may ask that Customer to make you their ‘preferred’ Creator on our Platform.
- 4-6 For the avoidance of doubt, any Customer is a customer of ours and is not a customer of yours and there shall not be any privity of contract between any Customer and yourself.
5. RELATIONSHIP WITH US
- 5-1 For the avoidance of doubt, you will not be construed as an employee of us for any purpose whatsoever, but you are performing your services purely as an independent service provider.
- 5-2 Further, you and us shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant.
- 5-3 You have no power or authority to bind us to any obligation, agreement, debt or liability. You are not to hold yourself out as an agent or representative of us.
6. DIGITAL ASSETS AND INTELLECTUAL PROPERTY RIGHTS
- 6-1 You represent that you are the author and the owner of the Digital Assets that you create pursuant to the Video Project Brief and Job.
- 6-2 You warrant that the Digital Assets and all the intellectual property comprising in the Digital Assets do not infringe the intellectual property rights or any other rights of a third party.
- 6-3 You agree to assign all the rights to the Digital Assets that you create pursuant to the Video Project Brief and Job to us and agree that we will be the sole beneficial owner of the entire right, title and interest in and to all and any intellectual property rights conceived, originated, or made by you in the course of Job. You undertake to waive all rights to any of these intellectual property rights inclusive of all moral rights and like rights that may be recognized in any part of the world to the fullest extent permissible under law. You further agree not to challenge our ownership, rights, title or interest in the Digital Assets and its right to register the copyright and any other intellectual property rights, and use or license the Digital Assets at its sole discretion.
- 6-4 You agree to execute any and all relevant instrument(s) as may be necessary to effectuate such a transfer so that we may register such intellectual property rights with any relevant authority, where applicable.
- 6-5 You acknowledge that you do not hold any intellectual property interest in the Digital Assets, including any changes, derivations, or substantially similar artwork or designs related to the Digital Assets.
- 6-6 You acknowledge that you will not publish, share, distribute or post online any content you provide to us pursuant to the Video Project Brief and Job. If you wish to use Digital Assets for a limited promotional purpose, you may do so only by obtaining our prior written consent by contacting 90 Seconds directly through the Platform, or contacting the Creator team through Chat Support.
- 7-1 You agree to deliver Digital Assets within the stated time on the Video Project Brief or the Work Contract.
- 7-2 Delivery of Digital Assets must be made by uploading through the 90 Seconds Platform. Third party transfers may be requested in time sensitive situations, but all assets must be delivered through the platform to fulfill the terms of the contract specified in the Video Project Brief.
- 7-3 Delivery is complete when Digital Assets are uploaded to the Platform or as described in the Video Project and all the required edits have been made. The specifications of the Digital Assets should be within the limits set forth in the Video Project Brief.
8-1 We reserve the right to terminate any Work Contract for the any of the following reasons:
- You fail to meet the conditions and expectations outlined in their Work Contract or Video Project Brief.
- Customer terminates the Video Project Brief.
- You fail to adhere to our Creator Terms and Conditions
- You engage in any physical or psychological abuse, or threatens, assaults, or harasses another person (whether sexually, racially or otherwise) during the performance of the Work Contract.
- You undertake any other conduct, either during the performance of Job or otherwise, that in our opinion could damage our reputation and/or relationships.
- If your Work Contract is terminated due to your not meeting the conditions and expectations of the Work Contract or Video Project Brief or failing to adhere to our Creator Terms and Conditions, we reserve the right to withhold some of or all the payment of the Work Contract.
8-2 If Customer terminates the Video Project Brief resulting in termination of the Work Contract, we shall:
- notify you as soon as reasonably possible of the termination
- pay for any Jobs and Work Contracts already completed. However, please note that if Job or Video Brief is cancelled by our Customer within twenty-four (24) hours before the start of the Job or Video as defined by the Brief, only then you will be paid in full. However, if Job or Video Brief is cancelled by our Customer before the above-mentioned time period, you agree that we will have discretion on the amount due to you.
partial completion of a Job will result in a reasonable partial payment determined by us in our sole discretion using the following criteria:
- How much work has been completed on the Job;
- The quality of the work;
- The speed at which the work was delivered.
- Upon termination of the Work Contract or upon our request at any other time, you will deliver to us all of the Digital Assets together with all copies thereof, and any other material containing or disclosing any Digital Assets, Third Party Information, or Confidential Information.
- 8-3 Upon request, and at the end of the Work Contract and/or termination of the Work Contract, you will promptly deliver to us all property or material belonging to or concerning us which is in your possession or control. This includes any keys or access cards, and any hard-copy, audio or electronic documents that relate to us or contain confidential information or intellectual property.
- 8-1 We reserve the right to terminate any Work Contract for the any of the following reasons:
9. REPRESENTATIONS AND WARRANTIES
9-1 You represent and warrant that:
- you have the full power and authority to comply with these Terms, and your activity hereunder conflicts with any obligation on your part;
- the information and qualifications that you have provided in your Profile is accurate and truthful and that samples that you have submitted to create the Account are your original works;
- you are suitably qualified to take up Job(s);
- to the extent that you upload any Digital Assets through the use of the Platform and Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such Digital Assets and that such Digital Assets does not violate intellectual property rights of any third party; and
- you have obtained all necessary clearances, licenses, consent, permits, and insurance coverage required in your country in order to create the Digital Assets, including without limitation, drone permits and licenses for the creation of footage using drones.
- 9-1 You represent and warrant that:
10. CODE OF PROFESSIONAL CONDUCT
- 10-1 We are committed to fostering an environment that is respectful and free from harassment and discrimination against any stakeholder, including creators, brands, employees, and Customers. We do not tolerate harassment of or discrimination against any of our employee(s), Customers, or third-party service provider(s). Your conduct impacts our reputation and is a reflection of our brand.
10-2 Accordingly, you agree to follow and ensure that all of your personnel (i.e., those who work for you either as employees or subcontractors) will follow a professional level of conduct, including but not limited to:
- completing each Work Contract and its requirements with integrity and the highest standards of professional conduct;
- treating and communicating with our Customers, their employees, and our employees, with respect, courtesy, and professionalism;
- refraining from performing any Project and/or communicating with our Customer(s) and employees while under the influence of mind-altering substances including but not limited to drugs or alcohol;
- refraining from requesting or accepting anything of value from our Customers, or third-party service providers;
- refraining from directly or indirectly soliciting any of our Customers for the purpose of securing additional work to the detriment of our business relationship with our Customers;
- refraining from discussing the terms of the project for which you have been hired, including terms of compensation, with anyone other than us;
- maintaining a clean and professional personal appearance when working on a project.
- 10-3 If you are not able to comply with our Code of Professional Conduct, please notify us and Client immediately. You agree that your violation of this Code of Professional Conduct is a material breach of these Terms, which entitles us to terminate these Terms immediately without further reference to you.
- 11-1 Subject to your compliance with the Terms and the Video Project Brief, and upon delivery of the Digital Assets, you shall be compensated in the currency stipulated in the relevant Work Contract and upon the payment terms set out in the relevant Work Contract (“Payment”). Unless stated otherwise in the Work Contract, Payment shall be issued approximately 30 days upon delivery and approval of the Digital Assets.
- 11-2 To facilitate Payment, you will be required to provide us with sufficient information to allow us to transfer funds to you. In certain limited situations, we may offer payment via bank transfer and/or other methods of remittance at our sole discretion.
- 11-3 You agree to provide accurate information for facilitating Payment and if we are unable to facilitate the Payment because of inaccurate information provided by you, we will inform you through reasonable means and you will have 15 days to furnish accurate information to us for facilitating Payment.
- 11-4 You agree to promptly return the monies to us, if the amount remitted to you is more than Payment due. You also agree to contact us on the Platform to inform us about the same.
- 11-5 You agree that you, the Creator, is responsible for all fees, such as equipment rentals, photographer fees, model fees, location fees, government fees, intellectual property clearances and consent etc. that may be incurred in connection with the Video Project Brief unless mentioned otherwise.
- 11-6 You further agree that you will report to all applicable government agencies as income all payments received by you pursuant to these Terms. This means you will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency for any payments received by you. You are not entitled to any benefits paid or made available by us to our employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by us pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You agree to defend, indemnify and hold harmless us and subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from your breach of the foregoing obligations.
- 11-7 You shall be responsible for all your own personal insurance and any insurance necessary for the performance of your services, including your equipment and personnel.
- 11-8 If applicable, GST/VAT is automatically added to your payment provided that GST/VAT registration number has been added to your account. By not including a GST/VAT number in your Account, you forfeit all GST/VAT payments until your Account includes your GST/VAT number. We do not take any responsibility for any tax obligations other than GST/VAT.
- 12-1 These Terms are only for the benefit of you, the Creator. You shall have no right to assign these Terms or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
- 13-1 You agree that our Platform, Website, App, graphics, trademarks, and editorial content, contain proprietary content, information and material, are owned by us and/or our licensors, including our customers, brands and agencies, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform, Website, App, etc. or in any manner that is inconsistent with the terms of these Terms.
- 13-2 You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Platform, Website, App, etc. in any manner, and you shall not exploit our Platform, Website, App, etc. in any unauthorized way whatsoever, including but not limited to, using our Platform, Website, App, etc. to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use our Platform, Website, App, etc. in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Platform, Website, App, etc.
14. COMPETITIVE/CONFLICTING JOBS AND CONFIDENTIALITY
- 14-1 You agree, during the term of the Work Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with your obligations under the Work Contract, including by providing services to a competitor of the Customer.
- 14-2 You also further agree not to disclose to, deliver to, or induce us to use any confidential information that belongs to anyone other than us, the Customer or you.
- 14-3 For the purposes of these Terms, the term “Confidential Information” shall mean all documents, materials, information whether verbal, written or rendered or stored in any form and of whatever nature relating to us and our related entities or companies and their business affairs and operations, and any dealings which we may have with any person, company, entity or governmental entity, any information disclosed to you through your access to the Services related in any way to us and our business and the business of our customers which we deem to be confidential and proprietary, including but not limited to any Video Project Brief.
- 14-4 Further, you acknowledge that we or our Customer may provide Confidential Information to you in connection with your use of the Services or participation in a Video Project Brief including, but not limited to our Platform, App, identity of our Customers, including any of our Customer’s, names, phone numbers, addresses, e-mail addresses, campaign, Video Project Brief, history, preferences, pricing information and other information regarding a Customer’s products, services, or initiatives, or other topics of the Video Project Brief and all other information which we consider to be confidential and proprietary or any special treatment that you may receive (which we reserve the right to provide in its sole discretion to any creator)
14-5 You agree and undertake to:
- not use the Confidential Information for any purpose other than for the purposes of the Job and/or Work Contract;
- not disclose to any party, whether a person, a firm or a corporation, any or all of the Confidential Information, without our prior written consent;
- take all steps to prevent any reproduction, duplication and/or copying of the Confidential Information by any person;
- take all steps to ensure that documents and items of work-in-progress (if any) that embody the Confidential Information are kept in a secured storage area;
- surrender and return all or any of the Confidential Information and any notes, memoranda or the like including any copies thereof to us on our written demand or on the expiry or termination of the Work Contract;
- acknowledge that the Confidential Information and all rights therein are and shall remain the sole and exclusive property of us and/or the Customer; and
- not make or publish any news releases or make any announcements or denial or confirmation in any medium concerning this Agreement or any part of the Services, in any manner, advertise or publish the same in the medium, without our prior written consent.
- 14-6 This clause 14 shall survive the termination or expiration of the Work Contract for any reason.
15. 90 SECONDS COMMUNICATIONS
- 15-1 By establishing an Account with us, you agree to communicate with us via our Platform and receive communications from us via email, phone, text message and/or push notifications. We will not send you any promotional emails. However, if you happen to receive promotional email, contact us immediately at firstname.lastname@example.org.
- 15-2 You may not be able to unsubscribe from receiving essential Service-related and Account-related informational (transactional) emails from us. If you do wish to unsubscribe from such emails, please send your request to email@example.com with subject line: “Unsubscribe from 90 Seconds Transactional Emails.” Please note that unsubscribing from such emails will impact your use and enjoyment of our Platform, Services, Website and App and will impact your communication with us and/or our Customers.
- 15-3 Push Notifications. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Services as you will not receive update(s) on Video Project Brief, Jobs, Work Contract(s) or any other related Services that may result in breach of your obligations under these Terms.
16-1 You shall indemnify, defend and hold us and our officers, employees, managers, directors, customers and agents (the “90 Seconds Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the 90 Seconds Indemnified Parties arising from any of the following:
- a breach of these Terms or underlying Video Project Brief;
- infringement of intellectual property rights of any third party;
- direct or indirect claim that arises out of the negligence, gross negligence or willful misconduct of you or your employees, agents or contractors;
- incorrect information provided by you in your Account or elsewhere; or
- a failure by you or your employees, agents, contractors or invitees to comply with Applicable Laws and regulations.
- 16-1 You shall indemnify, defend and hold us and our officers, employees, managers, directors, customers and agents (the “90 Seconds Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the 90 Seconds Indemnified Parties arising from any of the following:
17-1 Your use of the Platform and/or the services is at your sole risk. The Platform and/or the services are provided on an “as is” and “as available” basis. We expressly disclaim, to the fullest extent permissible by law, all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We make no warranty that:
- Platform and/or the Services will meet your requirements;
- access to Platform and/or the Services will be uninterrupted, timely, secure, or error-free; and/or
- the quality of Services, Platform, information, or other material obtained by you through the Platform and/or the Services will meet your expectations.
- 17-1 Your use of the Platform and/or the services is at your sole risk. The Platform and/or the services are provided on an “as is” and “as available” basis. We expressly disclaim, to the fullest extent permissible by law, all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We make no warranty that:
18. LIMITATION OF LIABILITY AND ASSUMPTION OF RISK
- 18-1 To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, special or exemplary damages, or damages for loss of profits, including fees not received as a result of malfunction of the platform, whether directly or indirectly, or any loss of data, use, good-will, or other intangible losses based on contract, tort, strict liability or otherwise. In no event shall our total liability for all claims related the services or these terms exceed the greater of one hundred dollars ($100.00) or any amounts paid by us to you in the six (6) months prior to the event giving rise to the claim.
18-2 You and (if applicable) your personal representative, knowingly and freely assume all risk when accessing the platform, or using the services. You, on behalf of yourself, and (if applicable) your personal representatives and your heirs, hereby voluntarily agree to release, waive, discharge, hold harmless, defend and indemnify us and our officers, directors, employees, consultants, agents, successors and assigns, 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:
- your access to or use of the Platform, or the Services;
- your use of our Services, Platform, including, without limitation, for bodily injury, wrongful death, emotional distress, or other damages or harm, whether to you or to third parties, which may result from the use of the platform or services;
- violation of these terms, including, without limitation, your breach of any of the representations and warranties contained herein and for bodily injury, wrongful death, emotional distress, loss of services or other damages or harm, whether to you or to third parties, which may result from your use of the services;
- claims, or any decision by a court, arbitrator, or government agency, that we are obligated to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with any payment received by you under the terms;
- your violation of any third-party right, including without limitation any right of privacy or intellectual property rights;
- your violation of any applicable law, rule or regulation;
- your willful misconduct; and/or
- any other party’s access and use of the service with your unique username, password or other appropriate security code.
19. COPYRIGHT INFRINGEMENT
- 19-1 If you believe that any Campaign or Campaign Content violate your copyright, and wish to have the allegedly infringing material removed, the following information listed in Clause 19.2 in the form of a written notification must be provided to our designated Copyright Agent. It is our policy to terminate the accounts of repeat infringers.
19-2 The information to be provided are:
- Your physical or electronic signature;
- Identification of the copyrighted work(s) that you claim to have been infringed;
- Identification of the material on our services that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
- 19-3 You may send such copyright infringement notices to our designated agent: 90 Seconds Copyright Agent at firstname.lastname@example.org.
- 19-4 You acknowledge that for us to be authorized to take down any content, your copyright infringement notice must comply with all the requirements of this Clause 19.
- 19-5 Please note that any misrepresentation of material fact (falsities) in a written notification automatically subjects you to liability for any damages, costs and legal fees incurred by us in connection with the written notification and allegation of copyright infringement.
20. ANTI-BRIBERY AND EXPORT COMPLIANCE
- 20-1 You agree not to promote, approach or use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any Laws or these Terms.
- 20-2 Without limiting the generality of the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Services to any destination, person, entity or end use prohibited or restricted under the laws of your country without prior authorization to the extent required by regulation
21. AMENDMENTS AND MODIFICATIONS
- 21-1 We reserve the right, at our sole discretion, to change or modify these Terms at any time.
- 21-2 In the event we modify these Terms, such modifications shall be binding on you only upon your acceptance of the modified Terms. We will inform you about the modifications via email or comparable means, as required by applicable laws. We will also post the modified version on this page. Continued use of the Platform or Services after any such changes shall constitute your consent to such changes.
- 22-1 You shall not, at any time during the Term and thereafter without limit in time, disparage us or any of our officers, directors or employees or otherwise take any action that reasonably be expected to adversely affect our reputation.
- 22-2 For purposes of these Terms, “disparage” shall mean any negative statement, whether written or oral, about us or any of our officers, directors or employees.
23. FORCE MAJEURE
- 23-1 In the event that any party delays or is prevented from performing its obligations hereunder due to earthquake, typhoon, flood, tidal wave, lightning, fire, plague, other epidemics, falling objects, war, hostilities, acts of terrorism, insurrection, strikes, riots, industrial dispute or any other events the occurrence and consequences of which a party is unable to prevent or avoid, this shall not constitute a breach of contract; provided that such party shall, after it is aware of its being affected by such an event, immediately notify the other party of such an event and the reasonable remedial measures that it has adopted or will adopt. The parties shall, in accordance with the extent to which the performance of this Agreement is affected by such an event, consult with each other and decide on whether or not to terminate or vary this Agreement. The provisions of this Clause do not apply to any obligations imposed with respect to the payment of monies under this Agreement.
24. GOVERNING LAW
- 24-1 This Agreement shall be governed by and construed in accordance solely with the laws of the Republic of Singapore.
25. DISPUTE RESOLUTION
25-1 Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you agree to:
- waive your rights to have any and all Disputes arising from or related to these Terms, use of our Services and Platform, resolved in a court of law, and
- to waive your and our respective rights to a jury trial (where applicable).
- 25-2 Instead, you agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
- 25-3 Subject to Clause 25.1, any dispute arising out or in connection with the Agreement, including any question regarding its existence or validity, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration shall be English.
- 25-4 You agree that any Dispute arising out of or related to these Terms or the Website, Content or Products is personal to you and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
- 25-5 You agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally.
- 25-6 Notice to us shall be sent by email to 90 Seconds, Inc., at email@example.com.
25-7 Your notice must include:
- your name, postal address, telephone number, the email address you use or used for your Account and, if different, an email address at which you can be contacted
- a description in reasonable detail of the nature or basis of the Dispute, and
- the specific relief that you are seeking.
25-8 Our notice to you will be sent electronically in accordance with these Terms and will include
- our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute;
- a description in reasonable detail of the nature or basis of the Dispute, and
- the specific relief that we are seeking.
- 25-9 If we cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or us may, as appropriate and in accordance with this Clause 25, commence an arbitration proceeding.
- 25-1 Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you agree to:
- 26-1 If you access the Services through a mobile device owned or otherwise controlled by you (“Mobile Device”), your wireless service carrier’s standard charges, data rates, and other fees may apply. Some or all of the Services’ functionality may not work with all carriers or mobile devices. By accessing the Services on a mobile device, you agree that we may communicate with you by push notifications, text message, or other electronic means to your Mobile Device and that certain information about your usage of the Services through the mobile device may be communicated to us. This paragraph applies to any version of our App that you acquire from the Apple App Store or Google Play Store. these Terms are entered into between you and us. Apple, Inc. (“Apple”) or Google Play (“Google”) is not a party to these Terms and shall have no obligations with respect to our App. We, not Apple or Google are solely responsible for our App and the content thereof as set forth hereunder. However, Apple and Apple’s, and Google and Google’s subsidiaries are third party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
- 26-2 These Terms incorporates by reference Apple’s Licensed Application End User License Agreement and Google Play Developer Distribution Agreement (collectively, “EULA”), for purposes of which, you are “the end-user.” In the event of a conflict in the Terms, the Terms of the EULA will take precedent.
- 26-3 If you access our Platform and/or our Services through our Website, you need to make sure that your Internet connection is adequate for accessing our Website for Creators, our Platform, and our Services. You are solely responsible for your Internet connection including and not limited to the applicable charges, rates, tariffs and other fees that might apply. We grant you a limited, revocable, non-exclusive, non-transferable license to access our Website and our Platform and use the Services or the information solely for their intended purpose strictly in accordance with this Terms and not to modify all or any portion of the Website, Platform, and/or Services.
- 26-4 You acknowledge and agree that the App, the Website, the Platform and the Services are provided under license, and not sold, to you. Except to the extent necessary to access and use the Platform and the Services, nothing in these Terms grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to the Platform and the Services whether expressly, by implication, estoppel or otherwise. we and our licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform and the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.
- 26-6 Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
- 26-7 If any provision of these Terms is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
- 26-8 A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of its terms
- 26-9 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches.
- 26-10 All the sections intended to survive the termination of these Terms shall survive. The clause headings in these Terms are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to us shall be given by email at firstname.lastname@example.org. Any notices to you shall be provided to you through our Website or App, or given to you via the email address or physical address you provide to us during the registration process.