CUSTOMIZED VIDEO SERVICE TERMS AND CONDITIONS
THESE CUSTOMIZED VIDEO SERVICE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND MINTA TECHNOLOGY SERVICES LTD. (“MINTA”). PLEASE READ THE FOLLOWING CAREFULLY BEFORE INTEGRATING MINTA’S SERVICES (AS DEFINED BELOW) WITH YOUR SHOPIFY STORE AND BEFORE ACCESSING AND/OR USING MINTA’S SERVICES.
THANK YOU FOR INTEGRATING THE CUSTOMIZED VIDEO SERVICES PROVIDED BY MINTA WITH YOUR SHOPIFY STORE. THIS AGREEMENT GOVERNS YOUR USE OF MINTA’S SERVICES. BY INTEGRATING THE SERVICES WITH YOUR SHOPIFY STORE AND/OR BY USING THE SERVICES, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY, THIS AGREEMENT.
BY ACCEPTING THE AGREEMENT AND/OR BY ACCESSING AND/OR USING THE SERVICES, YOU REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OLD (IN CASE OF INDIVIDUAL USERS), AND THAT YOU HAVE THE LEGAL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT. IF YOU ARE UNDER 18, PLEASE TO NOT INTEGRATE MINTA’S SERVICES WITH YOU SHOPIFY STORE AND DO NOT ACCEPT THIS AGREEMENT NOR ACCESS OR USE ANY PART OF THE SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILAITES TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH RIGHT, AUTHORITY AND/OR CAPACITY, YOU MUST NOTE INTEGRATE THE MINTA SERVICES WITH YOUR SHOPIFY STORE AND YOU MUST NOT ACCEPT THIS AGREEMENT NOR ACCESS OR USE ANY PART OF MINTA’S SERVICES. IN ANY EVENT, REFERENCES HEREIN TO “YOU” OR “CUSTOMER” WILL MEAN YOU (IF YOU ARE ENTERING THIS AGREEMENT ON YOUR OWN BEHALF) OR SUCH ENTITY AND ITS AFFILAITES (IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF, OR FOR THE BENEFIT OF, AN ENTITY).
IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST ABORT THE INTEGRATION PROCESS AND YOU MUST NOT ACCEPT THIS AGREEEMENT NOR ACCESS OR USE ANY PART OF THE SERVICES.
YOU ARE RESPONSIBLE FOR ALL OF THE ACTS OR OMISSIONS ASSOCIATED WITH USE OF THE SERVICES BY YOU OR BY ANYONE ON YOUR BEHALF.
Your use of the Services is also subject to Shopify’s “Shopify Terms to Shop Owners For Application Programs” currently available at https://app.shopify.com/legal/application_billing_terms.html (“Shopify” and the “Shopify Terms”, respectively). You acknowledge Minta may modify, suspend or terminate the Services and/or this Agreement as a result of or pursuant to any instruction, policy, condition, term, feature, practice, functionality or operation made, implemented published or programmed by Shopify.
This Agreement contains a range of capitalized terms, some of which are defined in this Section, and some of which are defined elsewhere.
- “Account” means your user/customer account with Minta (which may be created through third party login services, such as Shopify or Facebook) within which all your activities connected to the Services are carried out. A single Account may be used for all of your separate purchases.
- “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity or the right to appoint more than 50% of such entity’s directors or members of a similar body.
- “Customized Video” means each video clip automatically generated by the System by integrating the Subscriber Data with certain Minta pre-made video templates, which is either downloaded by you or made available for sharing and publishing by you, pursuant to your Subscription.
- “Digital Property” means Customer’s e-commerce store hosted by Shopify, which may be integrated with the Services.
- “Facebook Data” means information and data pertaining to, or about, you and/or your business, automatically extracted from the Facebook account through which you request Minta to contact you in connection with the Services and provide you with Customized Videos via Facebook Messenger.
- “Intellectual Property Rights” means any and all rights, titles, and interests in and to inventions, discoveries, works of authorship, software, technology, know-how, designs, ideas, algorithms, databases, records, and other intellectual property, in whatever form and whether or not protectable or registrable, including without limitation patents, copyrights, trade secret rights, design rights, trademarks and similar branding rights, as well as all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of, and goodwill associated with, the foregoing rights.
- “Law” means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.
- “Previews” means suggested video clips generated by the System from integrating the Subscriber Data with certain Minta pre-made video templates and presented to you free of charge, and which will become available for download and/or use by you subject to your purchase of a Subscription.
- “Pricing Page” means the then-current pricing and related consumption limits webpage for the Services, available at www.withminta.com/pricing, as may be updated by Minta from time to time.
- “Services” means the generation by Minta through its System of Previews and Customized Videos through use of the Subscriber Data and provision and/or making available of Customized Videos to you subject to your purchase of a Subscription and payment of the applicable fees, as well as any software and/or service which may be provided to you by Minta in connection with the foregoing.
- “Shopify Integration” means the Systems’ and Services’ integration with your Digital Property via Shopify’s APIs and other development tools.
- “Subscriber Data” means, collectively: (a) information and data pertaining to, or about, Customer and/or the Digital Property that is (i) provided and/or made available by Customer to the Services; or (ii) collected by Minta through Shopify during and following the Shopify Integration with your Digital Property; and (b) Facebook Data.
- “Subscription” means a subscription purchased by you on the Website which allows the you to receive Customized Videos by downloading Previews and/or requesting to receive Customized Videos via Facebook Messenger and to publish, share, post and otherwise use such Customized Videos downloaded and/or received through Facebook Messenger, all in accordance with the terms and conditions of a subscription plan purchased by Customer and this Agreement.
- “Subscription Term” means, collectively, the Initial Term and any Renewal Term (each as defined in Section 4.5 (Subscription Term) below).
- “System” means Minta’s proprietary system for generation of Customized Videos and related software, as well as improvements, modifications, updates, upgrades and derivatives of the foregoing.
- “Third Party Content” means images, texts, fonts, templates, sounds, graphics, materials, video footage and/or music licensed by Minta from certain third parties and incorporated into Customized Videos, which are provided and/or licensed to Minta by third parties.
- “Website” means Minta’s official website, at https://www.minta.com/ together with its subdomains, content, marks and services, as may be updated from time to time, and any successor thereof.
- Minta reserves the right to modify this Agreement at any time by posting the modified Agreement on the Website and/or Shopify App Store. Such modifications will be effective ten (10) days after such posting, and Customer’s continued use of its Account or any part of the Services after such date constitutes Customer’s agreement to be bound by the modified Agreement.
- If Minta modifies:
- the usage limits set forth on the Pricing Page, and such modification negatively impacts Customer’s usage permissions, and/or
- the pricing set forth on the Pricing Page,
such modification(s) will automatically enter into effect and apply to Customer: (i) if the Customer has purchased a monthly-paid subscription, sixty (60) days following the modification, so that you will be charged the modified fee as of the next immediate Subscription renewal date after such sixty (60) days; or (ii) if the Customer has purchased a paid in advance yearly Subscription, as of the next yearly billing cycle.
In order to view previews and purchase a Subscription to the Services, Customer must integrate the Services with Customer’s Digital Property and create an Account. You agree not to create an Account for anyone else or use the account of another Minta customer without their permission. Customer represents and warrants that all information submitted during the Shopify Integration and Account registration process (including information collected from the Customer’s Shopify account during Shopify Integration in order to create the Account) (“Account Information”) is, and will thereafter remain, current, complete and accurate, and you shall update your Account Information to the extent necessary. As between Minta and Customer, Customer alone shall be responsible for maintaining the confidentiality and security of its Account credentials, as well as for all activities that occur under or in its Account. Customer shall immediately notify Minta in writing of any unauthorized access to, or use of, the Account, or any other breach of security. You grant Minta the right to independently verify any information that you provide to Minta and/or in connection with the Services, including without limitation your Account Information, but Minta does not have the obligation to do so. If you provide any Account Information or other information in connection with the Services that is false, inaccurate, out of date or incomplete, or if we have reason to believe that any such Account Information or other information which you have provided us with is false, inaccurate, out of date or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Services.
- ACCESS AND SUBSCRIPTION
- Subscription Plans. Your receipt and use of Customized Videos are subject to your purchase of a Subscription on the Website. Minta offers Subscriptions under various Subscription plans, which are subject to different terms and provide for different quantities of Previews and Customized Videos (each, a “Subscription Plan”). Minta reserves the right to change its available Subscription Plan offering at any time, eliminate any Subscription Plans offered by Minta at any time and/or offer new Subscription Plans, and/or modify the terms and conditions of any available Subscription Plan
- Grant of Access. By performing the Shopify Integration and/or by accepting this Agreement and/or by accessing and/or using the Services, the Customer grants Minta a worldwide, non-exclusive, royalty-free, fully paid-up, fully sub licensable and transferable right and license to:
- access the Customer’s Digital Property,
- integrate the System and Services with the Customer’s Digital Property, and
- use, modify, host, deliver, display process and otherwise use the Customer’s Subscriber Data,
in each case for the purpose of performing the Services and to create, provide and make available to the Customer Previews and Customized Videos in accordance with this Agreement.
- Rights to Services and Customized Videos. Subject to the terms and conditions of this Agreement and usage restriction set forth herein, Minta grants Customer:
- A limited, non-exclusive, non-assignable, non-transferable and non-sublicensable right, during the Subscription Term, solely for Customer’s own benefit and internal business use and in accordance with the Customer’s applicable Subscription Plan, to: (i) access and use the Services; (ii) view Previews; (iii) receive Customized Videos by downloading Previews and/or requesting to receive Customized Videos via Facebook Messenger.
- A perpetual, non-exclusive, non-assignable, non-transferable, non-sublicensable right to publish, share, post and otherwise use Customized Videos downloaded and/or received through Facebook Messenger during the Subscription Term in accordance with the Customer’s applicable Subscription Plan.
- Plan Terms. Your use of the Services is subject to the specific terms and conditions of your Subscription Plan displayed during your Subscription purchase process (“Plan Terms”), and any such Plan Terms shall be incorporated into, and made part of, this Agreement. In the event of any conflict or contradiction between this Agreement and any Plan Terms, the Plan Terms shall prevail with respect only to the matter in conflict or contradiction.
- Subscription Term. The duration of the Subscription shall be for the period specified in the applicable Subscription Plan (“Initial Term”). Subject to continued payment of applicable Fees (defined below) by you, the Initial Term shall renew automatically on the same terms and conditions for equivalent, successive renewal terms (each, a “Renewal Term”). You may terminate your Subscription Term only in accordance with Section 4.6 (Termination of Subscription) below or as permitted under applicable law.
- Termination of Subscription. You may terminate your Subscription in the applicable functionality in your Account at least three (3) days prior to the date of the next recurring billing cycle for your current Subscription Plan. The termination shall become effective as of such next recurring billing cycle.
- Effect of Subscription Termination. Upon Termination of your Subscription: (i) you must immediately cease use of the Services and Previews; (ii) your access to your Account will be disabled, and Minta may permanently delete your Account content, including any Previews and Customized Videos; and (iii) you shall (unless directed otherwise by Minta in writing) promptly and permanently delete and destroy information or materials that are proprietary to Minta which are in your possession or that have been provided to you, including without limitation Confidential Information, and shall retain no copies thereof, except that you can continue to use Customized Videos provided to you during your Subscription Term as permitted hereunder.
- USING THE SERVICES
- Customized Videos. The Services are made to allow you to receive and use Customized Videos automatically generated through our System, which are created based on information obtained from your Digital Property upon and following the Shopify Integration and additional information you provide us, in accordance with you Subscription Plan.
- The Process. Upon and following the Shopify Integration, throughout the duration of your use of the Services, Minta will automatically collect Subscriber Data from your Digital Property and create Previews based on you Subscriber Data which will be made available to you via Minta’s designated interface. Subject to your purchase of a Subscription and to your Subscription Plan, Previews will be: (i) made available to you for download; and/or (ii) sent to you via Facebook Messenger, if you permit integration of the Services with you Facebook account. A Preview downloaded and/or provided to you via Facebook Messenger will be considered a Customized Video for purposes of this Agreement whether or not it is actually used by you. No refunds or exchanges for Customized Video will be permitted. You shall be fully responsible for any activities carried out by you with respect to Customized Videos, including full responsibility for the Subscriber Data. The amount of Customized Videos offered to you is subject to your Subscription Plan. Minta shall have full discretion in determining the amount of Previews made available to you and their content. Minta may impose limitations on the number of Previews available for download and/or receipt via Facebook Messenger in any specific time period.
- Facebook Integration. If you wish to receive Customized Videos and/or communication from Minta via Facebook messenger, you will be required to integrate the Services with you Facebook account in order to enable Minta to communicate with you via Facebook Messenger (“Facebook Integration”). You acknowledge and agree that in connection with the Facebook Integration, Minta must access your applicable Facebook account in order to provide Customized Videos and communicate with you via Facebook Messenger, and you hereby authorize such access. You acknowledge that this Agreement and the Services shall be provided subject to applicable Facebook terms and policies (including without limitation the terms found under https://www.facebook.com/legal/terms as may be amended from time to time), and you undertake to uphold all applicable Facebook terms and policies as such may be published from time to time. Minta shall have no liability whatsoever with respect to any act by Facebook, any functionality or operation programed by Facebook into the Facebook Messenger, or the quality of the performance of any Facebook tools or applications. You shall be fully responsible for the Facebook Data and its accuracy. You acknowledge Minta may modify, suspend or terminate the Services and/or this Agreement as a result of or following any instruction, policy, condition, term, feature practice, functionality or operation made, implemented published or programed by Facebook.
- Set Up. In Customer will fully cooperate with Minta in integrating the Digital Property with the Services, and will procure for Minta the right to access and use all information, materials, and facilities requested by Minta in performance thereof.
- RESTRICTIONS AND USAGE RULES
- Restrictions on Use of Services, Minta IPR and Third Party IPR. You shall not, and shall procure that no third party shall:
- alter, modify, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to derive the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, or create derivative works based on, the Services or other Minta IPR and/or Third Party IPR (as such terms are defined below), or any part thereof;
- use the Services or other Minta IPR and/or Third Party IPR to create or develop a service or product that is the same as (or substantially similar to) the Services or other Minta IPR and/or Third Party IPR;
- copy the Services or other Minta IPR and/or Third Party IPR, or any features, functions, images and/or graphics of the foregoing;
- interfere in any manner with the operation or the hosting of the Services or other Minta IPR and/or Third Party IPR or attempt to gain unauthorized access to the Services or other Minta IPR and/or Third Party IPR;
- sell, assign, lend, rent, issue, sublicense, make available, resell, license, lease or otherwise distribute the Services or other Minta IPR and/or Third Party IPR to a third party;
- interfere with or disrupt the integrity or damage the performance or security-related or technical features or protocols of the Services or other Minta IPR and/or Third Party IPR and/or System or any of our computer systems or networks or circumvent or manipulate the operation or functionality of the Services or other Minta IPR and/or Third Party IPR and/or System or our computer systems or networks, including, but not limited to, any hosting and storage services provided by third parties;
- impersonate any person or entity, or make any false statement pertaining to your identity, employment, agency or affiliation with any person or entity;
- in connection with your use of the Services or other Minta IPR and/or Third Party IPR, collect or process any information of third parties without their explicit consent;
- be involved in any illegal activities in connection with your use of the Services or other Minta IPR and/or Third Party IPR, including, but not limited to, promoting, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography;
- interfere with the proper functioning of any system related to the Services or other Minta IPR and/or Third Party IPR, including, but not limited to, deliberate attempt to overload a system by mail bombing or flooding techniques;
- include non-accurate, untrue or infringing information as part of the Subscriber Data;
- remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Services or other Minta IPR and/or Third Party IPR;
- disclose to the public the results of any internal performance testing or benchmarking studies of or about the Services or other Minta IPR and/or Third Party IPR;
- publish or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Services or other Minta IPR and/or Third Party IPR;
- use the Services or other Minta IPR and/or Third Party IPR to infringe, misappropriate or violate any third party’s Intellectual Property Rights, moral rights, privacy or other personal rights, or any Law; and/or
- otherwise access or use the Services or other Minta IPR and/or Third Party IPR, or provide access to the Services or other Minta IPR and/or Third Party IPR, except as expressly permitted by this Agreement or in breach pf any other applicable rules and instructions that we may convey with respect to the use of the Services or other Minta IPR and/or Third Party IPR.
- Restrictions on Use of Customized Videos. You may not, by yourself or through others, and you shall procure that others do not:
- use Customized Video or any part thereof together, or combine them, with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party’s trademark or intellectual property rights;
- portray any person to the extent depicted in the Customized Videos (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model: (i) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like; (ii) in connection with the advertisement or promotion of tobacco products; c) as endorsing a political party, candidate, elected official, or opinion; (iv) as suffering from, or medicating for, a physical or mental ailment; or (v) engaging in immoral or criminal activities;
- extract content from the Customized Video use or distribute it separately or otherwise use such content in any way other than as incorporated in the Customized Video;
- sell, assign, lend, rent, issue, sublicense, make available, resell, license, lease or otherwise distribute Customized Videos, or any component for others to use or reuse;
- use or resell the Customized Video as stock content online or elsewhere; and/or
- alter, modify or edit the Customized Videos other than as specifically permitted in designated sections of the Customized Videos for such purpose.
- Prohibited Content and Purposes. You may not, and may not permit or allow anyone on your behalf to, submit Subscriber Data which is, or use Customized Videos in a manner that:
- is false, misleading or inaccurate or otherwise include unauthorized disclosure of any information or is unfair or deceptive under the consumer protection laws of any jurisdiction;
- is illegal, libelous, deceptive, obscene, pornographic, threatening, defamatory, harmful to minors, hateful, racially or ethnically offensive, dishonest, inaccurate, inappropriate, malicious, fraudulent, harassing or otherwise injurious to third parties or objectionable;
- contains software viruses, Trojan Horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any data or information;
- encourages, supports, assists, provides instructions or advice in the committing of conduct that would be considered a criminal offense, gives rise to civil liability or violates any Law;
- may be deemed to be unlawful commercial communications (“spam”), chain letters, or pyramid schemes;
- promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking
- is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights;
- creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement;
- impersonates another person;
- constitutes an unauthorized commercial communication;
- contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or
- breaches this Agreement.
- Acceptable Use. You undertake to comply with all applicable Laws in connection with your use of the Services and/or any Customized Videos, including, but not limited to, those related to data privacy, international communications and the transmission of technical or personal data. Customized Videos may be shared on social and digital media, including Google marketing services, including following expiration of your Subscription, subject to the terms and conditions of this Agreement and to Minta’s Third Party Content provider’s additional terms and conditions.
- Prohibited Use. It is hereby clarified that Minta may at any time, in addition to any other remedy, demand you cease any use or display of the Customized Videos due to a breach of restrictions under this Section 6 (Restrictions and Usage Rules). Minta shall have no liability under this Agreement for or in connection with use of Services and/or Customized Vides which is not in accordance with this Section 6 (Restrictions and Usage Rules).
- SUBSCRIBER DATA
- Accuracy. Customer represents and warrants that all Subscriber Data is, and will thereafter remain, current, complete and accurate, and Customer shall update your Account Information to the extent necessary. Customer grants Minta the right to independently verify any Subscriber Data, but Minta does not have the obligation to do so. If you provide or make available (including through you Facebook and/or Shopify Account) any Subscriber Data that is false, inaccurate, out of date or incomplete, or if we have reason to believe that the Subscriber Data which you have provided us with (including through you Facebook and/or Shopify Account) is false, inaccurate, out of date or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Services.
- Commitment and Authorization. You represent and warrant that: (i) your Subscriber Data complies with all and not violate any applicable Laws; (ii) you have and will maintain all necessary rights, licenses, consents, permissions and approvals to grant the license according to Section 4.2 (Grant of Access) and to allow Minta to access and use Subscriber Data (including its transfer to this parties) for the generation of Customized Videos and provision of Services; and (iii) no Subscriber Data does or will infringe or violate any third party Intellectual Property Rights, privacy or publicity rights, or moral rights. Minta has no obligation to inspect the Subscriber Data or monitor your use thereof.
- Responsibility. You represent and warrant that any such that you are solely responsible for all Subscriber Data. You assume all risks associated with your Subscriber Data (including to the extent incorporated in Customized Videos) including, but not limited to, anyone’s reliance on their quality, accuracy or reliability, or any disclosure by you of information in Subscriber Data (including to the extent incorporated in Customized Videos). UNDER NO CIRCUMSTANCES WHATSOEVER WILL MINTA, ITS AFFILIATES OR SUBCONTRACTORS BE RESPONSIBILE OR LIABILITY IN ANY MANNER WHATSOEVER FOR ANY SUBSCRIBER DATA, INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS THEREIN, FOR ANY INFRINGEMENT OF THIRD PARTY RIGHTS, OR LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE COLLECTION OR USE BY MINTA OF THE SUBSCRIBER DATA OR ITS INCLUSION IN CUSTOMIZED VIDEOS.
- HOSTING AND BACKUP
- Hosting and Storage. Minta may store the Subscriber Data and Customized Videos on its servers or with third party providers of hosting and storage services. In providing the Services, Minta uses the Amazon Web Services™ for hosting and storage purposes or such other reputable provider of hosting and storage services as Minta may choose. Minta reserves the right to change at any time the hosting and storage solutions used by it for provision of the Services.
- Data Backup. Customer acknowledges that the Services and/or System are not intended to, and will not, operate as an archive or file-storage product or service for any data, material and/or information (including, without limitation, Subscriber Data, Previews or Customized Videos). You have sole responsibility for adequate protection and backup of data and/or equipment you use in connection with the Services, including, but not limited to, Subscriber Data and Customized Videos. If Minta delivers or makes available to you the Customized Videos, it is your responsibility to download such Customized Videos immediately after they are made available to you by Minta and create any necessary backups of such Customized Videos.
- FEES AND PAYMENT
- Fees. Minta will charge you a periodic, non-refundable fee as set forth in your Subscription Plan (“Fees”). Please be aware that any failure to pay applicable charges will result in you not having access to the features and functionalities of the Services offered under such Subscription Plan. Customer must be authorized to use the credit card provided by Customer during the Subscription purchase process, and Customer hereby authorizes Minta to charge Customer, or allow Minta’s payment service providers to charge Customer, under this Agreement using such credit card.
- Payment Terms. Fees will be changed in accordance with the billing cycles (e.g., monthly or yearly) and at such times (e.g., up front or on a recurring basis) as specified the in the Plan Terms of your Subscription Plan, to the means of payment that you provide upon purchasing your Subscription Plan. We accept various forms of payment, as set forth on the Website from time to time. All payments made by you under this Agreement are non-refundable, and are without any right of set-off or cancellation, unless otherwise provided in the Plan Terms of your Subscription Plan or as permitted in accordance with applicable law.
- Taxes and Additional Terms. Amounts payable to Minta are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Minta’s net income. If you are required by any law applicable to you to withhold or deduct taxes for any payment hereunder, then the amounts due to Minta shall be increased by the amount necessary so that Minta receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had you not made any such withholding or deduction.
- Late Payments. Any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of: (a) the rate of one and a 1.5% per month; and (b) the highest amount permitted by applicable law.
Minta reserves the right to remove, modify, and/or add any tool, functionality, and/or feature of the System and/or Services (collectively, “Features”) at any time, without any notice to Customer, and for any reason whatsoever. Some Features may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria determined by Minta. Moreover, if Minta determines that Customer is in breach of any provision of this Agreement, Minta reserve the right to block Customer from certain Features. A new or modified Feature may be accompanied by separate or additional licensing terms, in which case such terms will apply instead of, or in addition to, this Agreement (as set forth in such licensing terms).
- PROPRIETARY RIGHTS
- Minta Proprietary Rights. Subject to your right to use the Services as specified herein, Minta shall own all rights, title and interest, including all Intellectual Property Rights, in and to the System, Services, Templates (as defined below) Previews and Customized Videos and all upgrades, updates (such as a fix or patch), modifications, improvements, enhancements, derivatives and customizations related to the foregoing, even if such were made as a result of your feedback or recommendation (collectively, “Minta IPR”). Minta’s name, trademarks, service marks, logos, and the product names associated with the System and/or Services are trademarks and/or service marks and/or trade names owned by Minta or third parties who licensed their rights to Minta, and no right or license is granted hereunder to use them. For the avoidance of doubt, the Services are only licensed under this Agreement, and no title in or to the System and/or Services passes to Customer. Except for the right expressly granted in Section 4.3 (Rights to Services and Customized Videos), Customer is granted no other right in or to the System, Services, Previews and Customized Videos whether by implied license, estoppel, patent exhaustion, operation of law, or otherwise. It is hereby clarified that Minta may use certain video-clip templates to generate Previews and Customized Videos (“Templates”). Templates are Minta’s property and use of Templates in your Customized Videos shall in no way prevent Minta and/or any others from using the same or similar template(s) for any purpose.
- Third Parties Proprietary Rights. Each third party provider of Third Party Content, or used for hosting and storage purposes shall own all rights, title and interest in and to its content, services and technology (including with respect to any additions, improvements, updates, and modifications thereto ) (“Third Party IPR”). Following the download of Customized Videos, you shall receive a non-exclusive sublicense to display the Third Party Content as part of the Customized Video and subject to the terms herein, including without limitation the restrictions in Section 6 (Restrictions and Usage Rules).
- Your Proprietary Rights. As between us and you, you shall own all of your Subscriber Data, and we acquire no right, title or interest thereof, except for the right to use or to enable third parties to use the Subscriber Data for the creation of the Previews and the Customized Videos as part of the Services.
- Feedback. It is anticipated that you may provide suggestions, comments or other feedback to the Minta regarding the Services or Minta’s other products, services, technology and business, including but not limited to, new features, functionality, techniques or business methods (“Feedback”). Feedback will not create any confidentiality obligation for Minta and shall be deemed the sole property of the Minta. Without derogating from the above, Minta will be free to adopt such items for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but limited to, any right for royalties or any other consideration.
- WARRANTIES AND DISCLAIMERS
THE SERVICES, PREVIEWS, CUSTOMIZED VIDEOS AS WELL AS ANY OTHER ITEMS PROVIDED OR MADE AVAILABLE BY MINTA, ARE PROVIDED AND MADE AVAILABLE TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF SERVICE, NON-INFRINGEMENT, REGARDING LATENT DEFECTS, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY MINTA AND ITS LICENSORS AND SUPPLIERS.
IN ADDITION, NEITHER MINTA NOR ITS LICENSOR OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION:
- REGARDING THE CONTENT, EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICES, PREVIEWS, CUSTOMIZED VIDEOS AND SAID OTHER ITEMS; OR
- THAT CUSTOMER’S USE OF, OR RELIANCE UPON, SERVICES, PREVIEWS, CUSTOMIZED VIDEOS AND SAID OTHER ITEMS WILL MEET CUSTOMER’S REQUIRMENTS OR EXPECTATIONS, OR WILL BE INTERRUPTED, SECURE OR ERROR-FREE.
THE AVAILABILITY AND FUNCTIONALITY OF THE SERVICES DEPEND ON VARIOUS FACTORS AND ELEMENTS, INCLUDING SOFTWARE, HARDWARE AND COMMUNICATION NETWORKS, AND PARTIALLY PROVIDED BY THIRD PARTIES, INCLUDING THIRD PARTY HOSTING AND STORAGE SERVICES, THIRD PARTY SERVICES USED TO PROVIDE CERTAIN CONTENT. THESE FACTORS ARE NOT FAULT FREE. WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE HOSTING AND STORAGE SERVICES AND THIRD PARTY SERVICES USED TO FACILITATE THE SERVICES) WILL OPERATE WITHOUT DISRUPTION, LIMITATIONS, DELAYS, ERRORS OR INTERRUPTIONS, OR THAT THEY WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES, OR IMMUNE FROM UNAUTHORIZED ACCESS OR ERROR FREE.
Customer agree to defend, indemnify and hold harmless Minta and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from Customer’s:
- use of the Services, Previews, Customized Videos, and any Minta IPR or Third Party IPR;
- Subscriber Data;
- breach of any covenant, representation or warranty under this Agreement; and/or
- violation of any Law applicable to Customer,
Without derogating from or excusing your obligations under this Section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
- LIMITATION OF LIABILITY
- IN NO EVENT WILL MINTA BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
- THE AGGREGATE LIABILITY OF MINTA UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO MINTA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY.
- THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) EVEN IF MINTA OR AN MINTA AFFILIATE HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE AND STRICT LIABILITY).
- Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to Customer, such exclusions and limitations shall not apply.
- TERM AND TERMINATION
- Term. This Agreement is effective from the purchase of a Subscription by you, and shall continue in full force and effect until terminated in accordance with the terms of this Agreement.
- Termination by Customer. Customer may terminate this Agreement: (a) by cancelling the Account; and/or (b) by written notice to Minta at firstname.lastname@example.org. Customer’s sole remedy in the event Customer objects to any provision of this Agreement or becomes dissatisfied with the Services, Preview and/or Customized Videos, is to terminate this Agreement in accordance with this sub-Section.
- Termination by Minta. Minta may: (a) immediately terminate this Agreement, or otherwise modify, suspend or discontinue Customer’s access to and use of the Service, Previews or any Customized Videos (or any part thereof), 1) in the event Customer commits any breach under this Agreement and, if such breach was curable, fails to cure such breach within five (5) days of notice by Minta, or 2) in the event Minta becomes aware (whether by notice to Minta or otherwise) of any third party claims with respect to the Subscriber Data; and/or (b) terminate this Agreement for convenience at any time, upon ten (10) days’ prior notice to Customer. Notice by Minta under this sub-Section may be given via e-mail and/or via the Account, and will be deemed given upon transmission.
- Termination of Shopify Integration. Customer acknowledges that the Services, Previews and Customized Videos can only be provided by Minta for so long as the Shopify Integration continues, and that in the event the Shopify Integration is revoked or ceases, and/or the Minta’s corresponding agreement with Shopify expires or terminates, this Agreement shall immediately terminate.
- Effect of Termination. Upon termination of this Agreement: (a) the Account will be closed; (b) Customer shall immediately cease all access to and use of the Services; (c) your Subscription shall terminate and Section 4.7 (Effect of Subscription Termination) shall apply. Termination of this Agreement shall not affect any right or liability accrued by either party as of the effective date of termination. This Section 15.5 Sections 1 (Definitions), 4.3 (Rights to Services and Customized Videos) but solely with respect to your right to use Customized Videos provided to you during the Subscription Term, 4.6 (Termination of Subscription), 4.7 (Effect of Subscription Termination), 6 (Restrictions and Usage Rules), 7 (Subscriber Data), 8 (Hosting and Backup), 11 (Proprietary Rights), 12 (Warranties and Disclaimers), 13 (Indemnification), 14 (Limitation of Liability), 16 (Governing Law and Jurisdiction) and 17 (Miscellaneous) shall survive termination.
- GOVERNING LAW AND JURISDICTION
This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of Israel, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed. All disputes arising out of or in connection with this this Agreement will be finally settled solely and exclusively by a court of competent jurisdiction in Tel-Aviv, Israel, provided however that judgment shall be enforceable in any country and that nothing in this Section shall prevent or restrict either party from seeking interim relief in any competent jurisdiction as it may deem fit.
- Assignment. Minta may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of your obligations or rights hereunder) without Minta’s express prior written consent. Any prohibited assignment shall be null and void.
- Entire Agreement. This Agreement represent the entire agreement between Minta and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Minta with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement you hereby irrevocably waive, to the maximum extent legally permitted, any Law (defined below) applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.
- Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
- Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
- Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Minta, the writing must be duly signed by an authorized representative of Minta), and shall be valid only in the specific instance in which given.
- Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
- Notices. You agree that Minta may send you notices by email, via your Account, by regular mail, and/or via postings on or through Service. Except as stated otherwise in this Agreement or required by Law applicable to you, you agree to send all notices to Minta, to email@example.com.
- No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Minta Affiliates, Minta’s licensors and suppliers, other Service users, and Indemnitees), there shall be no third-party beneficiaries of or under this Agreement.
- Force Majeure. Minta shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond Minta’s reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Service shall not be deemed within Minta’s reasonable control.
- Section Headings. The Section and sub-Section headings in this Agreement are for convenience of reading only, and may not to be used or relied upon for interpretive purposes.
- Third Party Charges. Please be aware that your use of the Service may require and utilize an internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible and liable for those charges.
- Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Last Updated: June 2, 2020