Terms of Service

PLEASE READ THESE TERMS OF SERVICE AND THE RELATED PRIVACY POLICY CAREFULLY BEFORE USING THESE SERVICES. BY USING THESE SERVICES, YOU AGREE TO THESE TERMS OF USE.

The following Terms of Service (the “Terms of Service”) apply to your use of all StoryBots websites, mobile applications, and other products and services owned, controlled, operated, or hosted (whether now or in the future) by StoryBots, Inc. and/or its corporate affiliates, parents or subsidiaries (collectively referred to herein, solely for ease of reference as “StoryBots”, “us” or “we”), including but not limited to StoryBots.com, StoryBots Classroom, StoryBots Audition, and all related applications, services, tools, software, and functionalities (collectively the StoryBots Services”) (unless a different policy is provided on a particular site or application, in which case such different policy shall control).

 

IMPORTANT NOTE: THE FOLLOWING TERMS OF SERVICE CONTAIN PROVISIONS THAT REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION. PLEASE SEE SECTION 25 (Binding Arbitration And Class Action Waiver) OF THE FOLLOWING TERMS OF SERVICE FOR DETAILS.

 

Last Updated: February 1, 2019

 

Welcome to StoryBots!

 

StoryBots, Inc. ("StoryBots," "we," or “us”) is a Delaware corporation that: (i) creates, produces, and distributes entertainment and educational StoryBots Content; (ii) allows Parents to upload User Materials through the StoryBots Services to create Collaborative Content featuring their children; (iii) provides Teachers access to the StoryBots Classroom platform (“StoryBots Classroom”) for use with their students; and (iv) allows Parents to submit or record Auditions of their minor children through the StoryBots Audition platform (“StoryBots Audition”) to be considered for possible incorporation into one of more of StoryBots’ productions.

 

These Terms of Service set forth certain terms and conditions of the legal contract between you and StoryBots with respect to your use of the StoryBots Services, whether you are an unregistered visitor ("Visitor"), a parent or legal guardian with a free account (“Free Account Holder”) or paid membership (“Member” and collectively with Free Account Holder, a “Parent”), or a registered teacher through StoryBots Classroom (“Teacher”). By using, visiting, or browsing any of the StoryBots Services, you agree to be bound by these Terms of Service, as well as our Privacy Policy (click here) and Legal Notices (click here), each of which is incorporated herein by reference. These Terms of Service also govern your purchase of goods and services (including, without limitation, your purchase of memberships) through any of the StoryBots Services. In addition, by using StoryBots Audition, you agree to be bound by the additional terms available here (“Additional Audition Terms”). In the event of any conflict or inconsistency between such Additional Audition Terms and these Terms of Service, such Additional Audition Terms shall govern and control with respect to the Auditions (as defined herein). If you do not agree to these Terms of Service, please do not use any of the StoryBots Services.

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND AN ARBITRATION CLAUSE IN SECTION 25 THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

 

1. CERTAIN DEFINITIONS:

 

As used herein, the following capitalized terms shall have the meanings set forth as follows:

  1. Auditions” means any and all Content which Parents submit, record, stream, distribute, or otherwise make available through StoryBots Audition, but excluding any and all StoryBots Content. To view our Additional Audition Terms, the additional terms and conditions regarding StoryBots Audition, please click here.
  2. "Content" means and includes, without limitation, photos, images, artwork, graphics, videos, audios, animations, text, editorials, comments, writings, personal information, music, liner notes, lyrics, and other elements and materials, in any media or format now known or hereinafter devised, whether physical, electronic, digital, analog, or otherwise.
  3. "Collaborative Content" means any customized Content that results from users incorporating User Materials into StoryBots Content (as defined below) as the functionality of the StoryBots Services may allow and enable from time to time. An example of Collaborative Content would be a StoryBots video or book featuring your child that resulted from you uploading a photo of your child or student into a StoryBots template.
  4. "Licensors/Suppliers" means any and all third parties that make available to StoryBots (pursuant to a license or otherwise) their proprietary Content, products, or services for use, deployment, display, performance, and/or distribution via the StoryBots Services. For the avoidance of doubt, the term "Licensors/Suppliers" includes third parties that place, display, or distribute their advertising, promotional, or sponsorship Content on the StoryBots Services. Please click here to view the special notices and disclaimers regarding StoryBots’ current Licensors/Suppliers.
  5. "StoryBots Content" means any and all Content (excluding User Materials) made available through the StoryBots Services, including Content owned or controlled by StoryBots and/or its corporate affiliates, as well as Content licensed or otherwise provided to StoryBots by Licensors/Suppliers.
  6. "Trademarks" means any and all marks, brands, logos, designs, character names, location names, slogans, catch words and phrases, business names, trade names, trade dress, packaging designs, label designs, webpage layouts, look and feel, and other indicia of source, origin, or identification, owned or controlled by StoryBots, its corporate affiliates, and/or Licensors/Suppliers. Any and all Trademarks owned or controlled by StoryBots and/or its corporate affiliates, including, without limitation, the StoryBots name and logos and characters, and the layout and design of the websites and mobile applications, are referred to hereinafter as "StoryBots Trademarks"; and any and all Trademarks owned or controlled by Licensors/Suppliers, including, without limitation, those listed in our Legal Notices (click here), are referred to hereinafter as "Licensors/Suppliers Trademarks."
  7. "User Materials" means Content which Parents and Teachers upload, submit, record, stream, distribute, or otherwise make available through the StoryBots Services, but excluding any and all StoryBots Content or Auditions.

2. TERM/FEES:

 

These Terms of Service shall remain in full force and effect for as long as you use any of the StoryBots Services, whether as a Visitor, Parent, or Teacher (the “Term”). You may terminate your account or membership at any time and for any reason by following the instructions available in the Help section (click here). We may terminate your account or membership at any time and for any reason, effective immediately upon sending notice to you at the email address you provided during the account set-up process, or such other email address as you may subsequently provide to us. If we terminate your account or membership to the StoryBots Services due to a breach of these Terms of Service, you shall not be entitled to the refund of any unused portion of membership fees (if any). Even after your account and/or membership is terminated, these Terms of Service will remain in full force and effect, provided, however, that the User Materials uploaded by you may no longer be accessible through the StoryBots Services once your account has been terminated.

 

Notwithstanding the foregoing, you acknowledge that once your User Materials are integrated into Collaborative Content, all of the licenses for such User Materials, as granted in Sections 8 and 9 of these Terms of Service, shall extend in perpetuity, meaning that we will have the perpetual right throughout the world to exploit such Collaborative Content embodying your User Materials in any and all media now known or hereafter devised.

 

Furthermore, you acknowledge that once you submit Auditions through StoryBots Audition, all of the intellectual property rights for such Auditions, as granted in the Additional Audition Terms, shall extend in perpetuity, meaning that we will have the perpetual right throughout the world to exploit such Auditions in any and all media now known or hereafter devised in accordance with the Additional Audition Terms.

 

By using the StoryBots Services and/or by becoming a Member, you acknowledge that we reserve the right to charge a payment for the StoryBots Services and the right to terminate your account or membership should you breach these Terms of Service or fail to pay for the StoryBots Services, as required by these Terms of Service. Please keep in mind that our membership fees at registration (if any) may change from time to time.

 

3. MEMBERSHIPS

 

You must be a Member to access certain goods, services, and content offered through the StoryBots Services (“Membership-based Features”). We may offer different membership plans across different platforms, and some membership plans may include special promotional pricing with differing conditions and limitations. With respect to any Membership-based Features, you acknowledge and agree that, by making such features accessible to Members in general, we will have fully satisfied its obligation to deliver or otherwise provide such features to you, regardless of your failure or inability to use such features.

 

3.1 PURCHASING A MEMBERSHIP

 

If you decide to register for a membership, we will charge you the applicable membership fee for the applicable membership term using your selected payment method at the time of purchase. If we alter the membership fee or makes other changes to your membership, you will be notified in advance about the changes via email. It is important to keep in mind that if you signed up for a membership during a promotional period, the promotional price may only be active for a certain period of time, based on our sole discretion.

 

3.2 MEMBERSHIP RENEWALS

 

As a Member, your membership may renew either annually or monthly, depending on your applicable membership plan. For example, if you start your annual membership on March 15th, you will be billed on March 15th the following year. If you start your monthly membership on March 15th, you will be billed on April 15th the following month. For some StoryBots Services, your membership will automatically be renewed at the end of the membership term unless you turn off the auto-renew feature or cancel your membership prior to the expiration date of your then-existing membership. To cancel your membership auto-renewal, please go to the “Account” section of the StoryBots Services where you have a membership or to the applicable third-party interface if you purchased a membership through a third party. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS, IN WHOLE OR IN PART, FOR PARTIALLY USED PERIODS. Following any cancellation, your access to the Membership-based Features will continue only for the remainder of your applicable membership term.

 

3.3 CANCELLATION

 

You may cancel your membership at any time. However, PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS, IN WHOLE OR IN PART, FOR PARTIALLY USED PERIODS. Following any cancellation, your access to the Membership-based Features will continue only for the remainder of your applicable membership term. At our sole discretion, we may provide a discount or other accommodation to some or all of our Members at any time and for any reason. Our offering of a discount or other accommodation in one instance does not entitle you to, or obligate us to provide, the same treatment in the future for similar instances.

If you pay for a membership through a third-party service (such as through the iTunes App Store, for example), you may need to access your account through that applicable third-party interface to cancel your membership to or turn off auto-renew for the StoryBots Services. The billing information related to your membership may also be accessible via your account with the applicable third party.

 

3.4 TRIAL PERIODS

 

We know that sometimes you’d like a little time to try out the StoryBots Services before wanting to fully commit. To allow customers an opportunity to “sample” our products and services, occasionally we offer trial periods during which you will have the ability to cancel your membership within a stated period of time and receive a full refund (e.g., a 30-day satisfaction guarantee). If you do not cancel during the trial period, your trial membership will automatically be converted to a non-trial membership upon expiration of the trial period. If you cancel after the trial period has ended, NO REFUND will be given, whether in whole or in part, and your access to the Membership-based Features will continue only for the remainder of the membership term. To cancel your membership during the trial period, please go to the “Account” section of the StoryBots Services where you have a membership or to the applicable third-party interface if you purchased a membership through a third party.

 

3.5 STORYBOTS’ RIGHT TO TERMINATE

 

We hope that it never reaches this point, but if necessary, we reserve the right to terminate your account and/or membership at any time for any breach or violation by you of our Terms of Service. In the event of such termination, you will not be entitled to any refund of any unused portion of the membership fee previously paid by you.

 

3.6. A LA CARTE PURCHASES

 

No membership is necessary to purchase certain virtual goods, gift memberships, or material offered on a pay-per-download basis through the StoryBots Services. For purchases of a la carte virtual goods or pay-per-download material, we will bill you on an order-by-order basis, i.e., we will charge the purchase amount to your specified payment method when you click submit on the order or download page.

 

3.7 GIFT MEMBERSHIPS

 

We may offer you the opportunity to purchase a gift membership(s) that must be redeemed by your recipient within five (5) years of purchase. A gift membership has a term of five (5) years from the date it is issued. IF AND TO THE EXTENT A GIFT MEMBERSHIP IS NOT USED WITHIN FIVE (5) YEARS FROM THE DATE IT IS ISSUED, THE GIFT MEMBERSHIP EXPIRES. Gift memberships can only be redeemed once and cannot be exchanged for cash.

 

3.8 PAY-PER-DOWNLOAD MATERIAL

 

With respect to any a la carte virtual good or pay-per-download material that you purchase through the StoryBots Services, you acknowledge and agree that, upon making such material available to you (or to your intended authorized recipients) for download, we will have fully satisfied our obligation to deliver or otherwise provide such material, regardless of your or your recipients’ failure or inability to view, play, use, or store such material. All purchases of a la carte virtual goods and pay-per-download material through the StoryBots Services are final, non-cancelable, and non-refundable, and no such material is returnable or exchangeable (except as expressly otherwise provided in these Terms of Service or as otherwise determined by us in our sole discretion). For the avoidance of doubt, a la carte virtual goods and pay-per-download material is provided for your personal, non-commercial use only and remains the exclusive property of StoryBots.

 

3.9 PURCHASE QUALIFICATIONS; ACCOUNT SECURITY

 

To purchase a membership to the StoryBots Services, you must be a Free Account Holder and comply with these Terms of Service. You acknowledge that you are responsible for maintaining the security of, and restricting access to, your account and password, and you agree to accept responsibility for all purchases and other activities that occur under your account. StoryBots sells its products and services only to those who can legally make purchases with a credit card/debit card. If you are under 18 years of age, you may not make purchases through the StoryBots Services. We reserve the right to refuse or cancel any customer order or terminate any customer account with us at any time in our sole discretion (except as prohibited by law).

 

3.10 PAYMENT METHOD AND TERMS

 

We accept Visa, MasterCard, American Express, and Discover credit cards and certain debit cards as forms of payment. By submitting an order through the StoryBots Services, you authorize StoryBots, or its designated payment processor, to charge the purchase amount (and in the event of a membership renewal, you authorize StoryBots, or its designated payment processor, to automatically charge the renewal amount) to the credit card/debit card account you specified. No purchase will become effective unless and until your payment has been accepted and processed.

StoryBots also accepts payment through various third-party services (such as iTunes). In those cases, the terms of sale applicable to those third-party services will govern the processing of your payment.

StoryBots may have certain products or services that can be purchased through your mobile service (Premium SMS billing). You will find these charges on your mobile bill. Please keep in mind that you are responsible for any device connection charges you may incur when you use our services. If while using our application you use your cellular network (rather than Wi-Fi), you may be charged standard data rates. International data roaming charges may apply when using our application when traveling outside your home country. We recommend speaking about data roaming charges with your cellular carrier before using our application abroad. If you purchase a StoryBots product or service through texting messaging/SMS or use our sharing feature via mobile, then standard texting messaging rates/fees may apply. These purchases are non-refundable and final. StoryBots will not refund any purchase(s) made via an SMS charge in the event of technical incapability or non-functionality of the message.

StoryBots reserves the right to report, investigate, and prosecute to the fullest extent required or permitted under applicable law, any fraudulent, unauthorized, or otherwise unlawful use of any credit card or debit card by any person through the StoryBots Services.

 

3.11 TAXES

 

You are responsible for any and all applicable sales, use, and other taxes, duties, and governmental fees and charges payable in connection with your purchase made through the StoryBots Services. If you do not pay such taxes or fees on a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable on such sale, and StoryBots reserves the right to collect or withhold such taxes or fees from you at any time.

 

3.12 PRODUCT AND SERVICE AVAILABILITY; ERRORS

 

StoryBots may revise, discontinue, or modify products or services offered through the StoryBots Services, at any time without prior notice to you. If a product or service offered to you is or becomes unavailable, StoryBots may decline or cancel your order (and issue you a refund if you have paid for the order), with no further liability or obligation to you. If a product or service offered to you is or becomes unavailable, StoryBots may, in its sole discretion, offer to substitute your order with another product or service of equal or greater value and will make such substitution only with your written or recorded consent.

 

While we strive to eliminate errors on the StoryBots Services, we do not warrant that all products, services, information, and content offered through the StoryBots Services will be accurate, complete, reliable, current, or error-free. Unless expressly otherwise noted, all products, services, information, and content offered through the StoryBots Services are provided “as is” without warranty of any kind. In the event of an error by StoryBots in processing or delivering your order, StoryBots may, at its election: (i) correct such error and revise your order accordingly if necessary (including charging the correct price and billing you for any undercharged amount or refunding to you any overcharged amount, as the case may be); or (ii) cancel your order affected by the error and issue a refund of the purchase amount actually paid by you for such order. By placing an order through the StoryBots Services, you acknowledge and agree that, in the event of an error by StoryBots in processing or delivering your order, your sole remedy is to cancel your order for a refund of the purchase amount actually paid by you, all subject to StoryBots’ cancellation, return, and refund policies set forth in these Terms of Service.

 

4. ELIGIBILITY; LIMITED USER LICENSE FOR STORYBOTS CONTENT:

 

Use of the StoryBots Services is void where prohibited by law. By signing up as a Parent or Teacher through the StoryBots Services, you represent and warrant that: (i) all registration information submitted directly by you is truthful and accurate and you agree to maintain the accuracy of such information; (ii) you are at least 18 years of age; (iii) your use of the StoryBots Services does not violate any applicable law or regulation; and (iv) you will ensure that any child or student authorized by you to use and access the StoryBots Services does so in accordance with these Terms of Service.

 

StoryBots Classroom: By signing up to become a Teacher through the StoryBots Services, you also represent and warrant that you are an active Pre-K or Kindergarten teacher employed by either a private or public school.

 

StoryBots Audition: Additionally, by submitting Auditions through StoryBots Audition, you also represent and warrant that: (i) you are the parent or legal guardian of any minor child who appears in your Auditions; (ii) that you are a resident of the United States; and (iii) that you have read and fully understand all the terms and conditions (and their legal effect) of the Additional Audition Terms (click here).

 

Your account information and data may be deleted without warning if it is discovered that you have misrepresented your age or any other account and/or membership data. We may, in our sole discretion, refuse to offer the StoryBots Services to any user or entity that does not meet our eligibility criteria and we retain the right to change such eligibility criteria at any time.

 

Subject to your strict compliance with these Terms of Service and except as otherwise expressly permitted by these Terms of Service or by StoryBots, StoryBots grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable, and non-transferable license to download, view, and/or play StoryBots Content (excluding source and object code) for your personal, non-commercial use only (for Teachers, personal, non-commercial use includes usage for the purpose of educating the students in your StoryBots Classroom class roster), PROVIDED that: (i) you maintain all copyright and other proprietary notices contained in the StoryBots Content or any copy you may make of the StoryBots Content; (ii) you do not use the StoryBots Content in a manner that suggests an association with StoryBots or any of its Licensors/Suppliers or any of their products, services, or brands; (iii) you do not modify the StoryBots Content; (iv) you do not allow or aid or abet any third party (whether or not for your benefit) (a) to copy or adapt the object code of any of the StoryBots Services or (b) reverse engineer, decompile, reverse assemble, modify, or attempt to discover any source code associated with any of the StoryBots Services or other products or processes accessible through the StoryBots Services; and (v) you do not insert any code or product to manipulate the StoryBots Content in any way that affects any user’s experience. You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy, or distribute the StoryBots Content (except as may be a result of standard search engine or internet browser usage), nor will you (b) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the StoryBots Content in any way for any public or commercial purpose except as expressly permitted by these Terms of Service or by StoryBots.

 

5. USER CONDUCT:

 

We’re happy to provide our services to you, but you need to do your part as well. All StoryBots Content and StoryBots Services are solely for your personal use, and corporate or commercial use is expressly prohibited (for Teachers, personal, non-commercial use includes usage for the purpose of educating the students in your StoryBots Classroom class roster). You are solely responsible for all User Materials posted or distributed by you or through your account with StoryBots, including any email messages, and for all your interactions with other users. Your commitment to this agreement is extremely important.

 

We want all our users to feel safe while using our services and we ask that you act responsibly in a manner demonstrating the exercise of good judgment. For example and without limitation, you agree not to: (i) violate any applicable law or regulation; (ii) submit or upload any materials that conflict with any of your representations and warranties set forth in Section 15 of these Terms of Service or the Additional Audition Terms; (iii) infringe the rights of any third party, including without limitation, intellectual property, privacy, publicity, and/or contractual rights; (iv) use any content or information available through the StoryBots Services for any unauthorized purpose; (v) mislead users as to the features, functionality, origin, or capabilities of the StoryBots Services; (vi) interfere with or damage any of the StoryBots Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing of electronic mail address information, or similar methods or technology; (vii) use any of the StoryBots Services to transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs of others, personal contact information, or account numbers, or any defamatory materials of any kind, except where you have obtained express permission from such other person or entity in connection with any of the foregoing; (viii) use any of the StoryBots Services in connection with the distribution of unsolicited commercial e-mail (“Spam”) or advertisements; (ix) “stalk” or harass any other user of the StoryBots Services; (x) collect or store any information about any other user other than in the course of the permitted use of the StoryBots Services; (xi) use any of the StoryBots Services for any commercial purpose whatsoever (including, without limitation, to research, advertise, market, promote, sell, or otherwise exploit any product or service); (xii) sell or otherwise transfer any user information (e.g., user profiles) or other user’s User Materials); or (xii) assist any third party in doing any of the foregoing.

If StoryBots determines, in its sole discretion, that you are in violation of any of the foregoing and/or are a repeat infringer of third-party intellectual property rights, StoryBots will terminate your account and/or membership, as the case may be, and prohibit you from creating new accounts through the StoryBots Services. You are solely responsible for any interactions with other users of the StoryBots Services. StoryBots takes no responsibility for any damage or harm resulting from your interactions with other users of the StoryBots Services. StoryBots reserves the right, but shall have no obligation, to monitor interactions between you and other users of the StoryBots Services and take any action in good faith to restrict access to or the availability of any material that StoryBots or another user of the StoryBots Services may consider to be obscene, lewd, defamatory, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

 

Your StoryBots account may NOT include any photographs that contain nudity, violence, or offensive subject matter, as determined in StoryBots’ sole discretion. Information provided by other users of the StoryBots Services may contain inaccurate, inappropriate, and/or offensive material, and StoryBots assumes no responsibility or liability for this material.

 

6. PRIVACY:

 

Your privacy is extremely important to us. The StoryBots Services allow, among other things, Parents and Teachers to upload User Materials which may contain personal content (e.g., photographs and information about their children or students for whom they have the authority or permission to post photos and information) to be viewed in a home or classroom setting. In addition, StoryBots Audition allows Parents to submit or record Auditions which may include personal content. Accordingly, by submitting personal content through any of the StoryBots Services, you hereby waive any and all privacy expectations (including the privacy expectations of your children, students, or any other individual who appears in the submitted content) with respect to our use of such content. If you do not wish to have personal content viewable by others, you should not use the StoryBots Services.

 

The StoryBots Services, such as StoryBots.com or StoryBots Classroom, are designed for joint participation by Parents and their children or Teachers and their students. Children and students should only access and use the StoryBots Services with the participation and supervision of their parents or teachers. Only Parents and Teachers are allowed to create accounts and profiles and post personal content on such sites and services, and StoryBots does not knowingly collect personal information directly from children on such sites and services.

 

By creating a classroom on StoryBots Classroom as a Teacher, you expressly authorize and consent to (i) StoryBots’ use and retention of your name, likeness, and biographical information as provided by you and (ii) StoryBots’ use and retention of your students’ name, likeness, and biographical information as provided by you for operational purposes associated with StoryBots Classroom, for as long as we deem appropriate in our sole discretion (except where restricted by applicable law).

 

By submitting an Audition through StoryBots Audition, you expressly consent to the Additional Audition Terms (click here) which govern StoryBots’ usage of your Auditions.

 

Please click here to view our Privacy Policy for details concerning our data practices.

 

7. OWNERSHIP:

 

You retain all right, title, and interest in and to the User Materials uploaded by you hereunder (including, without limitation, the copyrights therein and thereto), subject to the non-exclusive rights granted to StoryBots under these Terms of Service. You are free to grant similar rights to others during and after the Term. For the avoidance of doubt, when you upload User Materials through any of the StoryBots Services, you acknowledge that third parties may use your User Materials.

 

Please read the Additional Audition Terms (click here) carefully to understand how certain rights in and to your Auditions are granted to StoryBots, including but not limited to the perpetual, sublicensable, transferable, assignable, fully paid-up, royalty-free, worldwide right to (i) use, edit, reproduce, publicly display, publicly perform, exhibit, broadcast, transmit, publish and distribute your Auditions; (ii) use the name, voice, likeness, photographs, audios, videos, biographical information, signature, and other personally identifiable elements as contained, mentioned, depicted or otherwise represented in the Auditions; (iii) edit your Auditions, in whole or in part, at StoryBots’ sole discretion and to include your Auditions with those of others and with sound effects, special effects, music and/or other content; (iv) incorporate, at StoryBots’ sole discretion, your Auditions, in whole or in part, edited or unedited, into one or more of StoryBots’ productions; and (iv) use and exploit, and authorize others to use and exploit, your Auditions in any manner or medium whatsoever (whether now known or hereafter devised), including, without limitation, unrestricted use for publicity, advertising, sales promotion, commercial tie-ins, and merchandising.

 

You acknowledge and agree that, as between StoryBots and you, StoryBots and/or its Licensors/Suppliers (as the case may be) are, and shall at all times remain, the sole and exclusive owner(s) of all right, title, and interest (including, without limitation, copyright) in and to the StoryBots Services, all Trademarks, and all StoryBots Content, and that your right to use the StoryBots Services, Trademarks, and StoryBots Content, as set forth herein, shall be for personal, non-commercial use only and shall not in any way transfer or convey any ownership rights or other proprietary interests therein to you.

 

8. LICENSE FOR USER MATERIALS:

 

Unless otherwise expressly stated in these Terms of Service or otherwise agreed between you and StoryBots in a writing signed by both parties, you hereby grant to StoryBots a worldwide, royalty-free, sublicensable, transferable, assignable, non-exclusive license to do the following things during the Term (and in perpetuity with respect to any Collaborative Content as set forth in Section 3 of these Terms of Service): (i) to prepare and encode your User Materials, or any portion thereof for electronic, digital, and/or other transmission, manipulation, and exhibition in any format and by any means now known or hereafter devised; (ii) to display, copy, reproduce, create derivative works of, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, promote, distribute through any means (including electronic, analog and digital), and publish and/or otherwise exploit, in digital or physical form, any or all of your User Materials, including any portion thereof, and to include any such materials in compilations or other works, by any and all means in all media now known or hereinafter created, anywhere in the world, and for any purpose (for avoidance of doubt, the rights granted to StoryBots hereunder include the rights to make your User Materials available through the StoryBots Services, third-party websites, and electronic devices); (iii) to modify, adapt, change, or otherwise alter and create derivative works of the User Materials and use your User Materials as described in Section 8(ii); and (iv) to license and/or sublicense to any third party any of the foregoing rights in your User Materials, or any part or element thereof, subject to the terms and conditions of these Terms of Service.

You hereby agree not to assert any right, title, or interest in any and all Trademarks and StoryBots Content with which your User Materials may be combined or into which all or any portion of your User Materials may be incorporated. You acknowledge and agree that all right, title, and interest (including, without limitation, copyright, trademark, and other intellectual property rights) in and to any and all Trademarks and StoryBots Content shall remain the sole and exclusive property of StoryBots and/or Licensors/Suppliers (as the case may be). For the avoidance of doubt, with respect to any and all Collaborative Content, you acknowledge and agree that your rights therein and thereto shall be expressly limited to your User Materials contained in such Collaborative Content and shall in no event extend to any StoryBots Content or any Trademarks contained or embodied therein.

 

9. LICENSE FOR USE OF NAME AND LIKENESS:

 

Unless otherwise expressly stated in these Terms of Service or otherwise agreed between you and StoryBots in a writing signed by both parties, you hereby grant to StoryBots a worldwide, royalty-free, sublicensable, transferable, assignable, non-exclusive license to use (a) your name(s), photograph(s), likeness(es), voice(s), performance(s), and biographical materials (to the extent contained or embodied in your User Materials) and (b) any other individual’s name(s), photograph(s), likeness(es), voice(s), performance(s), and biographical materials, where such other individual appears in your User Materials, in connection with the distribution, exploitation, promotion, marketing, and advertising of your User Materials, as described hereunder, during the Term (and in perpetuity with respect to any Collaborative Content as set forth in Section 2 of these Terms of Service).

 

You also agree not to assert any privacy, publicity, moral, or similar rights held by you (and to the extent any other person(s) whose name(s), photograph(s), likeness(es), voice(s), performance(s), and/or biographical materials are embodied in your User Materials, you represent and warrant that you have obtained all necessary consents from such third parties consistent with the full scope of rights granted to StoryBots pursuant to these Terms of Service, and you agree that such persons shall not assert any intellectual property, privacy, publicity, contractual, moral, or similar rights, or make any claims that your User Materials are objectionable or otherwise defamatory) under the laws of the United States and any other country in connection with the exploitation of such User Materials as described hereunder.

 

10. UNSOLICITED USER SUBMISSIONS:

 

StoryBots does not solicit user submissions of content/product/service/business ideas, concepts, suggestions, or proposals, including, without limitation, stories, scripts, fan fictions, characters, designs, drawings, or artwork. We ask that you do not make unsolicited submissions to StoryBots. If you do make an unsolicited submission to StoryBots, however, you expressly acknowledge and agree that: (i) your submission is not being made in confidence or in trust, and no contractual, fiduciary, or confidential relationship of any kind (whether express or implied) is created between you and StoryBots by reason of your submission; (ii) StoryBots and its affiliates, licensees, successors, and assigns will be free (with no obligation) to use your submission for any purpose and in any format or medium, and StoryBots and its affiliates, licensees, successors, and assigns will have no obligation or liability to you whatsoever, and you will have no right or claim to any compensation, payment, credit, attribution, notice, approval, or inspection of any kind whatsoever with respect to any such use; (iii) StoryBots or third parties may have independently developed, or may hereafter independently develop Content or material that is similar to your submission, and any similarity between your submission and any StoryBots Content or material or production is purely coincidental; (iv) your submission is not returnable and may be retained indefinitely by StoryBots and its affiliates, licensees, successors, and assigns; (v) to the extent your submission includes any idea, concept, recommendation, suggestion, or proposal for a prospective product or service name, mark, logo, slogan, tagline, domain name, or other source identifier, StoryBots and its affiliates, licensees, successors, and assigns will be free (with no obligation) to adopt, use, register, and license to others such name, mark, logo, slogan, tagline, domain name, or other source identifier (including any variation thereof) for and in connection with their businesses throughout the world in perpetuity, and will have sole ownership of all statutory and common law trademark rights and all associated goodwill resulting from such adoption, use, registration, and licensing; and (vi) you waive the right to assert against StoryBots and its affiliates, licensees, successors and assigns, and you release and forever discharge StoryBots and its affiliates, licensees, successors and assigns from, any and all claims and damages based upon or relating to your submission, including, without limitation, claims and damages for copyright infringement, trademark infringement, invasion of privacy, violation of the right of publicity, defamation, libel, false light, unfair competition, unjust enrichment, idea theft, idea misappropriation, breach of implied contract, breach of fiduciary duty, and/or breach of confidence or trust.

 

11. THIRD-PARTY CONTENT & SITES:

 

The StoryBots Services may contain Content of third parties, including Content provided by Licensors/Suppliers and users (collectively “Third-party Content”), as well as links to third-party web sites (“Third-party Sites”). StoryBots does not control Third-party Content and Third-party Sites and makes no representations or warranties about them. You understand that by using the StoryBots Services, you may be exposed to Third-party Content or Third-party Sites that are false, offensive, indecent, or otherwise objectionable. Under no circumstances will StoryBots be liable in any way for any Third-party Content or Third-party Sites, including, without limitation, any errors or omissions in any Third-party Content or Third-party Sites or any loss or damage of any kind incurred as a result of the use of any Third-party Content or Third-party Sites. You agree to bear all risks associated with using or relying upon Third-party Content or Third-party Sites, including without limitation, profiles of other users.

 

YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH ANY THIRD PARTY ON OR THROUGH ANY OF THE STORYBOTS SERVICES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES, AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. YOU AGREE TO REVIEW AND EVALUATE ALL POLICIES, RULES, TERMS, AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF USE OF EACH AND ANY THIRD-PARTY SITE THAT YOU VISIT, AND BEAR ALL RISKS ASSOCIATED WITH, THIRD-PARTY CONTENT AND THIRD-PARTY SITES.

 

12. PROPRIETARY RIGHTS:

 

You acknowledge and agree that all StoryBots Services, Trademarks, and StoryBots Content are the property of StoryBots and/or Licensors/Suppliers (as the case may be) and are protected by rights of publicity, copyright, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by StoryBots and/or Licensors/Suppliers (as applicable), you may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from, any Trademark or StoryBots Content, or otherwise use any Trademark or StoryBots Content in any way. You also agree not to retrieve data or other content or any materials from the StoryBots Services to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of “bots,” or otherwise. You further agree not to use any Trademark or StoryBots Content as metatags on other web sites. Moreover, you agree not to display any of the StoryBots Services in a frame (or any of our content via in-line links) without our express written permission.

 

13. LINKING POLICY:

 

Because we want you to share all the fun Content available through the StoryBots Services, you may link from your own website to one or more StoryBots Services, PROVIDED, however that you: (i) must NOT frame or create a browser or border environment around any of the Content on the linked StoryBots Services or otherwise mirror any part of the linked StoryBots Services; (ii) must NOT imply that StoryBots and/or any of its Licensors/Suppliers or the linked StoryBots Services are endorsing or sponsoring you, your site, or any of your products or services, unless expressly authorized in writing by StoryBots and/or its Licensors/Suppliers; (iii) must NOT present false information about or disparage, tarnish, or otherwise, in StoryBots’ sole opinion, harm StoryBots and/or any of its Licensors/Suppliers in any way; (iv) must NOT use any StoryBots Trademarks without the prior written permission of StoryBots or use any Licensors/Suppliers Trademarks without the prior written permission of their respective owners; and (v) must NOT contain Content that is determined by StoryBots (at its sole discretion) to be distasteful, offensive, controversial, or otherwise objectionable. By linking to any of the StoryBots Services, you agree to be bound by and comply with all the above linking restrictions and requirements.

 

Notwithstanding anything to the contrary contained in these Terms of Service, StoryBots reserves the right to prohibit and deny linking to any of the StoryBots Services for any reason in its sole and absolute discretion, even if the linking complies with all of the restrictions and requirements described above.

 

14. USERNAME AND PASSWORD:

 

Parents and Teachers will select a username and password when completing the registration process. You are solely and fully responsible for maintaining the confidentiality of your username and password for accessing the StoryBots Services and will be solely and fully responsible for all activities that occur under that account. You agree to (a) immediately notify StoryBots of any unauthorized use of your username and password or any other breach of security and (b) log off from your account at the end of each session. StoryBots cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 14.

 

15. REPRESENTATIONS AND WARRANTIES:

 

You represent and warrant that:

  1. you have the full right and power to enter into and perform these Terms of Service and to grant StoryBots and Licensors/Suppliers all rights to use your User Materials (including individuals’ names, likenesses, voices, and other elements of identity embodied therein) as contemplated in these Terms of Service, including, without limitation, the license grants in Sections 8 and 9 of these Terms of Service;
  2. you exclusively own and/or control all right, title, and interest (including, without limitation, copyright) in and to your User Materials, and have secured all necessary third-party consents, rights, licenses, and permissions, if any, required in order for you to enter into and perform these Terms of Service and to grant StoryBots and Licensors/Suppliers all rights to use your User Materials (including individuals names, likenesses, voices, and other elements of identity embodied therein) as contemplated in these Terms of Service (including, without limitation, consents, and permissions from owners of any elements that are used or otherwise incorporated into your User Materials);
  3. your User Materials (and StoryBots’ use thereof as contemplated under these Terms of Service) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity, or moral rights of any third party;
  4. all information that you have provided or will provide to StoryBots is true and complete;
  5. your User Materials do not and will not violate any law, statute, ordinance, or regulation;
  6. your User Materials do not and will not: (i) be defamatory, libelous, slanderous, or threatening; (ii) contain sexually explicit content that is pornographic, obscene, harmful to minors or constitute violations of child pornography or child sexual exploitation laws; (iii) denigrate any ethnic, racial, sexual, or religious group by stereotypical depiction or otherwise; (iv) exploit images or the likeness of any individual other than yourself (except where you have obtained express permission from such other individual(s) for such exploitation); (v) encourage or otherwise depict glamorized drug use; (vi) make use of offensive language or images; (vii) promote physical harm of any kind against any individual or group or characterize violence as acceptable, glamorous, or desirable; (viii) contain your or any other individual’s personal contact information; (ix) promote an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (x) provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (xi) solicit passwords or personal identifying information for commercial or unlawful purposes from other users; and/or (xii) engage in any commercial activities whatsoever and/or sales without our prior written consent; and
  7. your User Materials do not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of StoryBots or any third party.

If you are a Teacher and are using StoryBots Classroom, you also represent and warrant that:

  1. you are truthfully registering with your full name, email, school name, grade level, and country/state of residence;
  2. you are only adding students to the class roster who are actively enrolled in the class that you personally teach or supervise; and
  3. before uploading any User Materials featuring a student’s name, likeness, voice, and other elements of identity embodied therein to StoryBots Classroom, you have obtained permission from that student’s parent or legal guardian to do so.

If you submit or record Auditions through StoryBots Audition, you also represent and warrant each of the additional representations and warranties in Section 1 of the Additional Audition Terms (click here).

 

16. USER DISPUTES:

 

It is important to keep in mind that you are solely responsible for your interactions with other users. StoryBots reserves the right, but has no obligation, to monitor disputes between you and other users.

 

17. DOWNLOADABLE ITEMS; COLLABORATIVE CONTENT:

 

To the extent that StoryBots makes any applications, software, or functionalities available for download or use through any of the StoryBots Services (the "Downloadable Items"), such Downloadable Items are the copyrighted work (as between you and StoryBots) of StoryBots and/or its Licensors/Suppliers. Your use of the Downloadable Items may be governed by additional terms and conditions, which may be included with the Downloadable Items. Please carefully read any such additional terms and conditions to determine the full extent of conditions governing the use of such Downloadable Items.

If you install a Downloadable Item that is a software application, you consent to the download of such software to your computer or device and accept these Terms of Service and any additional terms and conditions related to such software application. With respect to any User Materials that you download from or through any of the StoryBots Services, you are responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with such downloaded User Materials (including, without limitation, any such obligations that may arise from use by StoryBots or its Licensors/Suppliers of such User Materials as authorized in these Terms of Service). You also agree that any Downloadable Items you obtain from any of the StoryBots Services (whether for free or for a fee) are only provided to you for your personal, non-commercial use and are not meant for you to further distribute.

Your use of any Collaborative Content is subject to the following additional terms and conditions: (i) the permission for you to use StoryBots Content to generate Collaborative Content or otherwise in association with your User Materials is expressly limited to StoryBots Content specifically made available by StoryBots for that purpose and may be revoked by StoryBots at any time without notice or liability to you; (ii) your use of Collaborative Content is subject to these Terms of Service and any additional terms and conditions as StoryBots may from time to time prescribe; (iii) you may NOT make any commercial use of any Collaborative Content or of any StoryBots Content embodied in any Collaborative Content, in whole or in part, or sell, lease, hypothecate, transfer, license, distribute, reproduce, encumber, or otherwise exploit same, in whole or in part, EXCEPT that you may use the StoryBots Services to generate and engage in Viral Distribution (as defined below) of Collaborative Content, but in each case only to the extent expressly permitted by these Terms of Service or otherwise by StoryBots; as used herein, "Viral Distribution" means, for non-commercial purposes only: (a) sending Collaborative Content to friends and/or acquaintances at no charge by e-mail, text, or other forms of digital delivery; (b) reproducing copies of Collaborative Content for personal use; and (c) posting and displaying links to Collaborative Content on a personal web site or on a third-party web site that permits posting of such links at the direction of users subject to its terms and conditions, provided that such third-party web site does not charge for access to the Collaborative Content or associate products, services, or advertising with the Collaborative Content; (iv) you must always include and keep intact, and not remove or alter, any and all of StoryBots’ and its Licensors/Suppliers’ trademarks, copyrights and other proprietary rights notices, legends, watermarks, and other markings contained or embedded in or otherwise accompanying Collaborative Content (or any StoryBots Content portion thereof), and you agree to comply with all usage and viral distribution guidelines that may be prescribed by StoryBots from time to time; and (v) YOU AGREE NOT TO ENGAGE IN SPAMMING OR OTHER UNLAWFUL OR CONTROVERSIAL BEHAVIOR IN CONNECTION THEREWITH.

 

18. INDEMNITY:

 

You agree to defend, indemnify, reimburse, and hold StoryBots and its parents, subsidiaries and affiliated entities, its Licensors/Suppliers, and its and their respective members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees, and assigns harmless from and against any and all liability, loss, damages, judgments, costs, and expenses (including reasonable attorney’s fees, costs and expenses, and court costs) arising out of or related to: (i) your use of the StoryBots Services; (ii) StoryBots’ use of your User Materials or Auditions; (iii) any breach or alleged breach of your representations and warranties and/or any breach, alleged breach, or violation of the notices, terms, and conditions hereof; and (iv) your violation or alleged or threatened violation of any laws, rules or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity, or moral rights of any third party, arising from the submission and/or use of your User Materials or Auditions as contemplated hereunder.

 

19. STORYBOTS’ PERFORMANCE:

 

StoryBots strives to provide you with the best possible experience, but we can’t guarantee that there will be no errors or interruptions on our end. You acknowledge and agree that the operation of the StoryBots Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and StoryBots shall not be responsible to you or others for any such interruptions, errors, or problems or an outright discontinuance of the StoryBots Services. There are no assurances whatsoever that any of your User Materials, Auditions, or any part or element thereof shall actually be utilized through any of the StoryBots Services or if so utilized continue to be available for any particular time. StoryBots has the right, in StoryBots’ sole and absolute discretion, to remove from the StoryBots Services at any time your User Materials, Auditions, or any part thereof and/or to revoke any sublicense granted by StoryBots to any affiliate or unaffiliated third party. Notwithstanding the foregoing, StoryBots does not control the content of any User Materials and does not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for all content submitted to the StoryBots Services. The StoryBots Services may be discontinued at any time, with or without reason and without any liability to you or to any third party for any modification or discontinuance of the StoryBots Services.

 

20. NO WARRANTY:

 

ALL OF THE STORYBOTS SERVICES AND STORYBOTS CONTENT ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STORYBOTS AND ITS LICENSORS/SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: UNINTERRUPTED OR CONTINUOUS AVAILABILITY OF THE STORYBOTS SERVICES, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE STORYBOTS SERVICES.

 

IN ADDITION, ALTHOUGH STORYBOTS INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS INTO THE STORYBOTS SERVICES, AND WHETHER OR NOT STORYBOTS IMPLEMENTS THE AFOREMENTIONED REASONABLE PROTECTIONS, STORYBOTS DOES NOT WARRANT THAT THE STORYBOTS SERVICES, ANY PART THEREOF, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE STORYBOTS SERVICES IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS OF SERVICE.

 

BY ACCESSING OR USING ANY OF THE STORYBOTS SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE SUCH STORYBOTS SERVICES.

 

21. NO LIABILITY FOR THIRD-PARTY USE:

 

STORYBOTS DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE USER MATERIALS OR AUDITIONS MADE AVAILABLE THROUGH THE STORYBOTS SERVICES BY YOU PURSUANT TO THESE TERMS OF SERVICE. YOU SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF YOUR USER MATERIALS OR AUDITIONS BY A THIRD PARTY AND NOT FROM STORYBOTS OR ANY OF ITS LICENSORS/SUPPLIERS. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS YOUR USER MATERIALS OR AUDITIONS FROM STORYBOTS (WHETHER OR NOT WITH STORYBOTS’ PERMISSION) AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED PURSUANT TO THE LICENSES GRANTED HEREUNDER, YOU WILL SEEK REDRESS FROM THAT OTHER PERSON AND NOT FROM STORYBOTS OR ANY OF ITS LICENSORS/SUPPLIERS, AND THAT YOU WILL NOT HOLD STORYBOTS OR ANY OF ITS LICENSORS/SUPPLIERS RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.

 

22. EXCLUSION OF DAMAGES:

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL STORYBOTS, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES, OR LICENSORS/SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES), WHETHER OR NOT STORYBOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE USE OR PERFORMANCE OF THE STORYBOTS SERVICES. IN NO EVENT SHALL STORYBOTS’ TOTAL LIABILITY TO YOU UNDER THESE TERMS OF SERVICE FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $200.00 USD. YOU EXPRESSLY WAIVE ANY AND ALL RIGHT TO SEEK OR OBTAIN EQUITABLE OR INJUNCTIVE RELIEF RELATING IN ANY WAY TO THESE TERMS OF SERVICE, THE STORYBOTS SERVICES, AND/OR ANY USER MATERIALS OR AUDITIONS (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY USE OF YOUR USER MATERIALS OR AUDITIONS BY STORYBOTS). THE PARTIES ACKNOWLEDGE AND AGREE THAT STORYBOTS HAS ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN YOU AND STORYBOTS AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

23. EXPORT CONTROLS:

 

Software made available through the StoryBots Services (the "Software") is further subject to United States export controls. No Software may be downloaded through the StoryBots Services or otherwise exported or re-exported (a) into (or to a national or resident of) any Country to which the U.S. has embargoed goods or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

 

24. GOVERNING LAW, VENUE, AND JURISDICTION:

You and StoryBots each agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern your use and purchase of products and services, these Terms of Service, and any dispute of any sort that might arise between you and StoryBots or any of our affiliates. Without limiting the generality of the preceding sentence, the United States Federal Arbitration Act and federal arbitration law shall apply to these Terms of Service.

With respect to any disputes or claims not subject to arbitration (as set forth below), you and StoryBots each agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in the Los Angeles County, California, and BOTH YOU AND STORYBOTS IRREVOCABLY consent to, and waive all defenses of, lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts located in the Los Angeles County, California.

 

25. BINDING ARBITRATION AND CLASS ACTION WAIVER

 

YOU AND STORYBOTS AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF SERVICE OR THE SALE OF ANY PRODUCT OR SERVICE BY STORYBOTS SHALL BE FINAL AND BINDING ARBITRATION, except that: (i) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark, or trade secret rights, such other party may seek injunctive or other appropriate relief; and (ii) you may assert a claim in a small claims court if your claim qualifies.

 

In the event of a dispute, you or StoryBots must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute in writing to us at StoryBots, Inc., ATTN: Arbitration Notice, 13428 Maxella Ave #363, Marina Del Rey, CA 90292. We will send any notice of dispute to you at the contact information we have for you.

 

Unless you and StoryBots are able to resolve the dispute through informal negotiation within sixty (60) days from the date a party’s notice of dispute is sent to the other party, either you or StoryBots may commence arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act.

 

By using the StoryBots Services in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against StoryBots and/or its parent, subsidiaries, affiliates and each of their respective members, officers, directors and employees (all such individuals and entities collectively referred to herein as the “StoryBots Entities”) arising out of, relating to, or connected in any way with the StoryBots Services or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held in Los Angeles, California, United States; (4) the arbitrator’s decision shall be controlled by the terms and conditions of these Terms of Service and any of the other agreements referenced herein that the applicable user may have entered into in connection with the StoryBots Services; (5) the arbitrator shall apply Delaware law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable StoryBots Entity’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against you or any StoryBots Entity; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any StoryBots Entity exceed $125 USD, and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, StoryBots agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, StoryBots will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of StoryBots, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor StoryBots shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com.

26. ASSIGNMENT:

 

StoryBots shall have the right to assign these Terms of Service in whole or in part to any person or business entity. You may not assign your rights or delegate your obligations under these Terms of Service without the prior written consent of StoryBots.

 

27. NOTICES:

 

All copyright infringement notifications to StoryBots in regard to any Content (including User Materials and Auditions) available through the StoryBots Services must be made in accordance with the section entitled "NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT" contained in our Legal Notices (click here).

 

All other notices, requests, and other communications ("Communications") under these Terms of Service must be in writing and sent to StoryBots, Inc., ATTN: Legal Department, 13428 Maxella Ave #363, Marina Del Rey, CA 90292. Communications shall be deemed received: (i) for Communications sent by registered or certified mail, postage prepaid, return receipt requested or by Federal Express or other reputable overnight courier service, on the date of receipt as indicated on the return receipt; (ii) for Communications sent by personal delivery, on the date of personal delivery; and (iii) for Communications sent by facsimile, upon transmission subject to telephone confirmation of receipt. No other form of notice shall be accepted under these Terms of Service.

 

28. ENTIRE AGREEMENT:

 

These Terms of Service, together with our Privacy Policy, Legal Notices, and Additional Audition Terms, set forth the entire understanding and agreement of you and StoryBots as to the subject matter hereof and supersedes all prior proposals, discussions, or agreements (oral and written) with respect to such subject matter. If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions. StoryBots’ failure to act with respect to a breach by you or others does not waive StoryBots’ right to act with respect to antecedent, subsequent, or similar breaches.

 

29. MODIFICATION:

 

StoryBots reserves the right to change the terms of these Terms of Service from time to time in its sole discretion. In the event of such changes, StoryBots will post the changes on the StoryBots Services and/or notify you via email. Also, StoryBots may ask you to review and acknowledge or consent to the changes at the time of your next account login or at the time of your next usage of the StoryBots Services. By continuing to use any of the StoryBots Services, you agree to be bound by the changes to these Terms of Service and the new terms of the Terms of Service shall govern all prior and future submissions of your User Materials and Auditions.