TODD-AO - Actors Mobile ADR License Agreement

TODD-AO APPLICATION LICENSE AGREEMENT. By accessing any part of the Application or using any of our Sevice, you are agreeing to be bound by the terms and conditions described below (these “Terms of Service”), the terms and conditions of our privacy policy (the “Privacy Policy”) and any other legal notices published by us on the Service (collectively, the “Governing Documents”). If you do not agree to any of these terms, you should not use the Service.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TODD-AO ("TODD-AO"). YOU ACKNOWLEDGE THAT THIS AGREEMENT IS BETWEEN YOU AND TODD-AO, AND NOT APPLE. TODD-AO IS SOLELY RESPONSIBLE FOR THE SERVICE. THIS AGREEMENT APPLIES TO ALL USERS, INCLUDING THOSE SIMPLY VIEWING CONTENT.. READ THIS AGREEMENT CAREFULLY BEFORE YOU USING ACTORS MOBILE ADR APPLICATION. BY USING THIS APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW AND BY ALL POLICIES AND AGREEMENTS INCORPORATED BY REFERENCE, AND YOU REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ACCEPT AND COMPLY WITH THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS OF USE, DO NOT ACCESS OR USE THIS APPLICATION.

APPLICATION. “Application” means the Todd-AO executable Application product accompanying this Agreement, along with any modules, presets, and/or user documentation.

LICENSE. Subject to all the terms and conditions of this Agreement, you (a natural person) may use the Application on your device. If more than one user will be using the Application at one time, you must obtain from Todd-AO an additional license for each additional concurrent user of the Application. If the Application is an upgrade, you must have a license for the product from which it is upgraded.

CHARGES AND RENEWAL. Actors Mobile ADR™ is free for Actors to record to the encrypted videos that Editor sends, without buying a subscription. Production Manager or Post Coordinator can also use Actors Mobile ADR for free, to preview guide tracks or playback ADR recorded takes. Editors need to purchase a subscription to be able to send encrypted videos to the Actor. There are three types of subscriptions. OSX Actors Mobile EDITOR Pro/Standard are time-limited licenses, the user needs to manually renew the license every three months. Pro license price is $49.99/quarter. Standard license price is $29.99/quarter. Your licenses will be e-mailed to you immediately after your order is processed. With any of these subscriptions, Editors are able to send encrypted videos from their desktop, no iOS device required. On license expiration, Actors Mobile EDITOR will get back to the Free version until the subscription is manually renewed. IOS Actors Mobile ADR Editors subscription is annual and auto-renewing, and its price is $50/year. The subscription will automatically renew unless auto-renew is turned off at least 24 hours before the end of the period. Otherwise, your account will be charged for renewal within 24 hours prior to the end of the current period. All charges will be made and appear on the user’s iTunes account. You can manage and cancel your subscription in your iTunes Account Settings at any time. With this subscription, Editors require an iOS device to send the encrypted videos to the Actors.

CANCELLATION AND REFUNDS. Actors Mobile EDITOR subscription is a time-limited license so users have the option to renew the license or not every three months. Actors Mobile ADR iOS subscription can be canceled by users at any time by logging into their account and following cancellation instructions. Refunds for prepaid periods will be prorated, may take up to 60 days to process, and will be issued via the User’s most recent payment method. There will be no refunds of any trial subscriptions. If a subscriber cancels their subscription, a 60-day grace period begins. If the user resubscribes to any product within the same subscription group during the grace period, days of paid service resumes from the most recent cancellation date.

OWNERSHIP. All intellectual property rights in the Application shall be owned by Todd-AO absolutely and in their entirety. The Application and all intellectual property rights therein (including copyrights, patents, trade secrets, trademarks, and trade dress) are owned by Todd-AO or its suppliers and are protected by the laws of the United States and other countries and by international treaty provisions. Todd-AO retains all rights not expressly granted in this Agreement.

OTHER RESTRICTIONS. You may not modify, adapt, decompile, disassemble or otherwise reverse engineer the Application, except to the extent this restriction is expressly prohibited by applicable law. You may not loan, rent, lease, or license the Application, but you may permanently transfer your rights under this Agreement provided you transfer this Agreement, all Application, and all accompanying printed materials and retain no copies, and the recipient agrees to the terms of this Agreement. Any such transfer must include the most recent update and all prior versions.

LIMITED WARRANTY. Todd-AO warrants that, for a period of thirty (30) days from your date of receipt, the Application will substantially conform to the applicable user documentation provided with the Application. Any implied warranties which may exist despite the disclaimer herein will be limited to thirty (30) days. This Limited Warranty is void if you obtain the Application from an unauthorized reseller, you violate the terms of this Agreement, or if the failure of the Application is due to accident, abuse or misapplication. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so this limitation may not apply to you.

YOUR REMEDIES. Todd-AO's sole obligation and your exclusive remedy for any breach of warranty will be, at Todd-AO's sole option, either the return of the purchase price you paid or, if you return the Application, together with all media and documentation and a copy of your receipt, to the location where you obtained it during the warranty period, the repair or replacement of the Application, media and documentation.

USAGE INFORMATION. When you use the Application, Todd-AO may collect certain information about your device and your interaction with the Application via the internet ("Usage Information"). Usage Information is information on how you interact with the Application, and is then utilized by Todd-AO for statistical analysis for improving the Application, and to provide you with a more relevant user experience. No direct personal information or audio files/samples are collected as part of this Usage Information. Usage Information is generally collected in the aggregate form, without identifying any user individually, although IP addresses, device and session ids in relation to purchases and downloads/installations of the Application may be tracked as part of Todd-AO's customer order review, statistical analysis, and fraud and piracy prevention efforts. This Usage Information may be sent to a Todd-AO web or third party cloud server for storage or further processing by Todd-AO and/or its partners, subsidiaries or affiliates, including, but not limited to, Google Analytics.

DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TODD-AO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TODD-AO DOES NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS OR THAT THE APPLICATION WILL OPERATE UNINTERRUPTED OR ERROR-FREE. THE WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. The Limited Warranty set forth herein gives you specific legal rights, and you may have others under applicable law, which may vary depending on your location. No dealer, distributor, agent or employee of Todd-AO is authorized to change or add to the warranty and remedies set forth herein. Any other Application furnished with or accompanying the Application is not warranted by Todd-AO.

LIMITATION OF LIABILITY. IN NO EVEN SHALL TODD-AO AND ITS PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, SUPPLIERS, INTERNS, AND EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, PROFITS, DATA, USE, REVENUE OR OTHER ECONOMIC ADVANTAGE), ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS APPLICATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

INDEMNIFICATION. You agree to indemnify and hold Todd-AO, its parents, subsidiaries, officers, directors, shareholders, employees, agents, joint venturers, consultants, successors and assigns harmless from and against all losses, costs, liabilities and expenses including reasonable attorneys' fees, asserted by any third-party that are in any way due to or arising out of your use of or conduct on the Application.

CHANGES. Todd-AO reserves the right to make any changes to these Terms and Conditions of Use, this Application, or any policy or licensing agreement of this Application, at any time and in its sole discretion, without prior notice. Any changes will be effective immediately upon posting on this document. Your continued use of this Application following the posting of changes will constitute your acceptance of such changes.

TERMINATION. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of this Agreement, we may terminate this Agreement at any time without notice. The Agreement will terminate automatically if you fail to comply with any of its terms. On termination, you must immediately cease using and destroy all copies of the Application.

LICENSES TO U.S. GOVERNMENT. This paragraph applies to all acquisitions of the Application by or for the federal government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the United States government (collectively, the "Government"). By clicking "I ACCEPT" below, you are agreeing on behalf of the Government that the Application is "commercial phone application" and "commercial phone application documentation" within the meaning of the acquisition regulation(s) applicable to this procurement. These terms and conditions alone will govern the Government’s use of the Application and will supersede any conflicting contractual terms or conditions. If the license granted by these terms and conditions fails to meet the Government’s needs or is inconsistent in any respect with Federal law, the Government must destroy all copies of the Application. Contractor/Manufacturer is Todd-AO, 6300 Canoga Avenue, Suite 1500, Woodland Hills, CA, 91367.

GENERAL. The export of the Application from the United States and re-export from any other country is governed by the U.S. Department of Commerce under the export control laws and regulations of the United States and by any applicable law of such other country, and the Application may not be exported or re-exported in violation of any such laws or regulations. This Agreement is the complete and exclusive statement of the agreement between you and Todd-AO and supersedes any proposal or prior agreement, oral or written, and any other communications relating to the subject matter of this Agreement. This Agreement is in the English language only, which language will be controlling in all respects, and all versions of this Agreement in any other language will be for accommodation only.

LEGAL. This Agreement will be governed by, interpreted, and construed in all respects under the laws of the State of California, United States of America, without regard to conflicts of law provisions. You agree that the Application shall be deemed solely based in California. You further agree to submit to the personal jurisdiction of the courts of California for any and all legal claims, suits, or actions that arise in connection with use of this Application, or from any dispute arising out of the interpretation or breach of this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. To the extent permitted by law, you agree that no lawsuit or any other legal proceeding connected with the Application shall be brought or filed by you more than one (1) year after the incident giving rise to the claim occurred. IN ADDITION, ANY SUCH LEGAL PROCEEDING SHALL NOT BE HEARD BEFORE A JURY. EACH PARTY GIVES UP ANY RIGHT TO A JURY TRIAL. To the extent permitted by law, you agree that you will not bring any class action lawsuit against Todd-AO or be a representative plaintiff or plaintiff class member in any such lawsuit.

Should you have any questions about this Agreement or Todd-AO's Application use policies, or if you desire to contact Todd-AO for any other reason please email sales@todd-ao.com.

Please indicate that you understand and accept these terms by clicking the "Accept" option. If you do not accept these terms, installation will terminate.