Trial Terms of Service

1. Trial. Subject to Company’s compliance with these Terms and any usage restrictions required by OpenReel, OpenReel will provide Company with access to, and grant Company a limited right during the term of these Terms to access, OpenReel’s web-based software platform for:

I. directing and capturing content remotely (the “Capture Platform“);

II. recorded content editing (the “Creator Platform“);

III. conducting virtual webinars (the “Events Platform” or “Webinar Platform”); and;

IV. any other product or service as listed under the corresponding documentation made available by OpenReel for trial services (collectively, if enabled by OpenReel, the “Services”).

In each case of the foregoing, such access shall solely be to permit Company to evaluate and test the Services in contemplation of purchasing a full subscription license to such Services following the term of the trial. Any replacements, additions, or modifications to the Services provided to Company are included within the term “Services” and are subject to these Terms. Company is responsible for all equipment and third-party software necessary to evaluate the Service.

2. Restrictions. Company may not: (A) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties (including any third party that provides marketing, advertising, public relations, or video or other digital media services) to use the Services or documentation; (B) rent, lease, loan, or use the Services to provide services to third parties (e.g., as a service bureau or agency), including rebranding the Services; (C) use the Services in any way that would violate these Terms or exceed any limitations described in any documentation relating to the Services or otherwise communicated to Company by OpenReel; (D) circumvent or disable any security or other technological features of the Services; (E) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services; (F) modify, translate, or create derivative works based on the Services; (G) remove any proprietary notices or labels from the Services; (H) use the Services in a manner that violates or attempts to circumvent applicable law, or that would cause OpenReel to be in violation of applicable law; (I) use the Services to transmit any content that is offensive, harassing, libelous, abusive, threatening, harmful, or otherwise objectionable; (J) use the Services to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Services; (K) use the Services for any purpose not contemplated by the documentation; or (L) access the Services in order to develop a competing product or service. This Section 2 will apply solely to the extent permitted by applicable law.

3. Third-Party Services. OpenReel and third parties may make available third-party products or services, including plugins, mobile applications, integrations, and related services (“Third-Party Services”) that Company may elect to purchase or use. Any use by Company of such Third-Party Services and any exchange of data between Company and any Third-Party Service or Third-Party Service provider is solely between Company and the applicable Third-Party Service provider. OpenReel does not warrant or provide support for Third-Party Services, whether or not they are designated by OpenReel as “recommended,” “certified,” or otherwise. OpenReel is not responsible for any violations of applicable law relating to Third-Party Services or arising from Company’s use of Third-Party Services.  OpenReel does not guarantee the continued availability of any Third-Party Services (or any integration with Third-Party Services or related Services features) or content licensed from third-party sources (including stock images, video, audio, or other media) for use in the Service (“Third-Party Elements”), and if such Third-Party Services, Third-Party Elements, or related features are discontinued, Company will not be entitled to any refund, credit, or other compensation.

4. Company Data. 

1. 1. Definition. “Company Data” means all non-public data uploaded by Company to the Services.
   2. License. Company hereby grants OpenReel a worldwide, non-exclusive, royalty-free, fully paid right, and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, and modify for the purpose of formatting for display Company Data for the purpose of providing the Services to Company. 
   3. Representations. Company represents and warrants to OpenReel that: (A) Company is the creator and owner of the Company Data or has the necessary rights to authorize OpenReel to use the Company Data to exercise the licenses granted by Company in these Terms; (B) Company Data and the use and other processing of Company Data as contemplated by these Terms, does not and will not: (1) infringe, violate, or misappropriate any third-party right, including any privacy right, or any intellectual property or proprietary right, or (2) violate any law or regulation; (C) Company will use the Services in compliance with any instructions provided by OpenReel and all applicable laws and regulations; and (D) Company will not provide any sensitive or regulated personal data, including but not limited to financial information; health or genetic information; biometric information; government IDs or other government-issued identifiers; credit reports or consumer reports; payment card information or cardholder data; information subject to restrictions under applicable law governing personal data of children, including, without limitation, all information about children under 16 years of age; or any information that falls within any special categories of data under applicable law.  Company is responsible for the actions and inactions of its users accessing the Services.  

5. Usage Data. OpenReel may collect, analyze and otherwise process information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (e.g. information concerning Company’s and users’ use of the various features and functionality of the Services and analytics and statistical data derived therefrom) (“Usage Data”), and may: (A) process Usage Data internally for its business purposes, including for the purposes of security and analytics, to improve and enhance the Services, or for other development, diagnostic and corrective purposes in connection with the Services or other OpenReel products or services; and (B) disclose Usage Data only in an aggregated and/or de-identified form in connection with its business in a manner that does not identify Company.

6. Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of OpenReel includes non-public information regarding features, functionality, and performance of the Services. Confidential Information of Company includes Company Data. The Receiving Party agrees: (A) to take reasonable precautions to protect the Disclosing Party’s Confidential Information; and (B) not to use (except in performance of the Services or as otherwise expressly permitted herein) or divulge to any third party any such Confidential Information. The Disclosing Party agrees that the foregoing does not apply with respect to any Confidential Information of Disclosing Party that the Receiving Party can document: (1) is or becomes generally available to the public; (2) was in its possession or known by it prior to receipt from the Disclosing Party; (3) was rightfully disclosed to it without restriction by a third party; or (4) was independently developed without use of or reference to any Confidential Information of the Disclosing Party. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required under applicable law, so long as the Receiving Party gives the Disclosing Party prompt written notice of the requirement prior to the disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from public disclosure, in each case to the extent permitted by applicable law.

7. Ownership. OpenReel owns all right, title, and interest in and to the Services and Usage Data, including any improvements, modifications, and enhancements. Except for those rights expressly granted in these Terms, OpenReel does not grant any other rights, express or implied, to Company. Company owns all right, title, and interest in and to the Company Data. No ownership rights in the Company Data are transferred to OpenReel. Except for those rights expressly granted in these Terms, Company does not grant any other rights to the Company Data, express or implied, to OpenReel.

8. Feedback. If Company provides any feedback to OpenReel concerning OpenReel’s Confidential Information or the functionality and performance of the Service (including identifying potential errors and improvements) (“Feedback”), Company hereby assigns to OpenReel all right, title, and interest in and to the Feedback, and OpenReel may use the Feedback without payment or restriction. To the extent the assignment in the previous sentence is ineffective, Company hereby grants to OpenReel an exclusive, perpetual, irrevocable, royalty-free, sublicenseable, transferable, worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit the Feedback for any purpose without payment or restriction.

9. NO WARRANTY. THE SERVICES ARE PROVIDED “AS IS” FOR LIMITED TRIAL AND TESTING ONLY, AND OPENREEL DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR- OR INTERRUPTION-FREE. OPENREEL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.

10. Term. These Terms will begin on the date Company is granted access to the Services and will continue for the trial term communicated to Company by OpenReel. OpenReel may immediately terminate these Terms at any time in its sole discretion. Upon the expiration or termination of these Terms: (A) Company will discontinue all use of the Services; and (B) the access rights to the Services granted in these Terms will immediately terminate. Sections 2 (Restrictions), 4.C (Representations), 5 (Usage Data), 6 (Confidentiality), 7 (Ownership), 8 (Feedback), 9 (No Warranty), 10 (Term), 11 (Limitations of Liability), 12 (Remedies), 13 (Assignment), and 14 (Miscellaneous) will survive termination or expiration of these Terms.

11. LIMITATIONS OF LIABILITY. OPENREEL WILL NOT BE LIABLE TO COMPANY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, EVEN IF OPENREEL IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. OPENREEL’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $100.

12. Remedies. Company understands that any violation or threatened violation of these Terms may cause irreparable injury to OpenReel, and that OpenReel may seek injunctive relief in addition to all legal remedies.

13. Assignment. Neither party may assign these Terms or delegate its performance without the other party’s prior written consent, and any attempt to do so is void; except either party may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which these Terms relate. These Terms are binding upon and inures to the benefit of the parties’ permitted successors and assigns.

14. Miscellaneous. These Terms are governed by New York law without reference to its conflict of laws principles. All claims arising under these Terms will be litigated exclusively in the federal or state courts of New York County, New York. The parties submit to the jurisdiction in those courts. These Terms, including any order form issued by OpenReel, constitutes the entire agreement and supersedes any other agreement of the parties relating to its subject matter. If Company and OpenReel have previously executed or are otherwise bound by an agreement governing use of other OpenReel products or services, including OpenReel’s remote video recording product, Company acknowledges that such agreement will not govern Company’s use of the Services under these Terms. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. OpenReel may use subcontractors or other third parties to perform its obligations under these Terms, but OpenReel will remain responsible for all such obligations.  If any provision (or portion of a provision) of these Terms are invalid, illegal, or unenforceable, the rest of these Terms will remain in effect. We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time, and if we do, we will notify you, either through the Services user interface, in an email notification, or through other commercially reasonable means. Any such changes will become effective no earlier than 10 days after they are sent to you, except that, changes addressing new functions of the Service or changes made for legal reasons will be effective immediately.  Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms. Except as otherwise provided in this Section 14, these Terms may only be amended by a written amendment that: (A) states that it is amending these Terms; and (B) is signed by both parties. These Terms may be executed in two counterparts; each counterpart is an original, and all counterparts together are the same agreement.