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Terms and Conditions

These Terms & Conditions, and any other terms and policies referenced and incorporated below, as amended from time to time (these “Terms”), form the legally-binding agreement that governs your access to and use of Story Vision, the mobile and/or web-based software platform and related services owned or operated by Story Vision, LLC. (the “Services”). These Terms are between Story Vision, LLC. (“Story Vision”, “we”, “our”, or “us”) and you, either individually or on behalf of your employer or any other entity that you represent (“you” or “your”).

Please read these Terms carefully to ensure you understand each provision. These Terms contain a jury trial waiver provision and a mandatory arbitration provision.

As noted herein, there are various types of users of the Services, including Clients and Coaches. Except where otherwise indicated, “you” or “your” will refer to all types of users. If a paragraph or term does not state that it applies only to one category of user, then the terms are intended to apply to both Clients and Coaches.

If you access or use the Services, or if you click a button or check a box titled “I Agree” or something similar, you acknowledge that you understand, accept and agree to these Terms. If you do not agree to comply with, and be bound by, these Terms, or if you do not have authority to bind your employer or any other entity (as applicable), please do not accept the Terms or use the Services.

1. How Our Services Work

Story Vision is a platform that connects Clients with Coaches, in order to engage in Projects. Story Vision also includes a set of cloud-based work management tools designed to help Clients improve their writing skills, workflow and personal accountability to their craft. From time to time, we may also provide other services and products. “Clients” are writers or authors of literary content. “Coaches” are service providers who offer literary mentorship and editorial services (“Coaching”). A “Project” is a particular project or set of tasks for which a Client seeks Coaching services.

If you are a Client, Story Vision enables you to:

  • create profiles and upload, edit, format, store, share, and download User Content (defined below);
  • browse among Coaches;
  • message and communicate with Coaches and inquire about Coaching services and Projects;
  • share User Content with a Coach in connection with a Project;
  • manage payments to a Coach for Coaching services provided, via the third-party payment platform provided by Stripe, Inc. or its affiliates (“Stripe”);
  • become a Coach for other Clients (in which case the Coaching-specific terms herein will apply to you);
  • post reviews and ratings of Coaches; and more.

If you are a Coach, Story Vision enables you to:

  • create profiles to upload, edit, format, store and download User Content;
  • price, advertise and promote your Coaching services to Clients;
  • message, communicate and collaborate with Clients in connection with Projects;
  • receive payment from Clients for Coaching services performed, via Stripe;
  • post reviews and ratings of Clients; and more.

Importantly, Story Vision provides Coaching opportunities only, not literary submission opportunities. If you develop User Content with a Coach or otherwise use the Services, this does NOT mean that you are developing material for, or that you are invited to solicit material to, the Coach or his/her employer or Company. Story Vision is not intended to be a talent service (as that term is defined under California law or analogous applicable law of any other jurisdiction). To the extent that any of the Services constitute a talent service (or are deemed by any duly authorized body to constitute a talent service), then either party has a right to cancel without further obligation.

Unless we indicate otherwise in writing, Coaches offer their services via the Story Vision platform in an independent consulting capacity, not on behalf of their respective employers or companies. You may not request, pressure or demand that a Coach review or develop additional materials beyond the scope of the agreed Project(s). Nor may you request, pressure or demand that a Coach provide you with any personal or business contact information. Unless you are otherwise instructed or invited, you may not contact a Coach directly outside of Story Vision. A violation may result in the suspension or termination of your account.

2. General

2.1 Use of the Services

Only you may use your account. You are responsible for all login credentials for your account, including usernames, passwords and/or other appropriate security code. You are solely responsible for all acts and omissions of anyone using your account in relation to the Services and the Terms. The Services are not intended for and should not be used by anyone under the age of 13. We may review your conduct for compliance purposes, but we are not obligated to do so. If we believe there is a Terms violation that can be cured, such as by your removal of certain User Content, in most cases we will ask you to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action when you do not act, or whenever we believe there is a credible risk of harm to us, the Services, our other users, or any third parties.

2.2 User Content

You may submit content or information to the Services, including Personal Data, Client Materials, and other user content (collectively “User Content”, as defined further herein). To the extent permitted under applicable law, we are not liable for any User Content made available through the Services, or for the way you choose to use the Services or store or process any User Content. You are solely responsible for any User Content that you submit to the Services, and you acknowledge and agree that we are acting only as a passive conduit for your online distribution. We do not make any representations as to the adequacy of the Services to process your User Content or to satisfy any legal or compliance requirements which may apply to your User Content, other than as described herein. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates any of the Terms.

You may email us at service@storyvision.app to request removal of User Content, but User Content may continue to exist on our systems where: (1) it has been published, shared or communicated to other users; (2) it has been used by others in accordance with this license; or (3) deletion would restrict our ability to investigate or identify unlawful activity or violations of our Terms, or comply with a legal obligation (for example, the preservation of evidence), or comply with a request of a judicial or administrative authority, law enforcement or a governmental or regulatory agency. You understand that posting or publishing User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, U.S. Patent and Trademark Office, Writer’s Guild of America, or any other rights organization.

2.3 Story Vision Subscriptions

You may use your free Story Vision account to engage with a Coach for a single Project, whether paid or unpaid. Use of the Services in connection with multiple Projects, and certain other Story Vision features and functions, are available only with a paid subscription to Story Vision. A Story Vision subscription begins when we make it available via the Services, regardless of whether or not (or how often) the subscription is accessed or used. In order to downgrade from a paid subscription to a free account, you must decrease your Project count to one. However, your paid subscription will continue for the entire term specified during signup (the “Subscription Period”), even if you cancel or downgrade before your Subscription Period has expired. If you cancel your Story Vision account, data associated with your Projects will no longer be accessible to you, but they may continue to exist elsewhere on our system.

2.4 Coaching Projects

a. Project Pricing, Quotes, Commissions

Coaches are solely responsible for setting the pricing and other specific terms for their Projects, whether on a flat rate or subscription basis. Clients who wish to contact a Coach to request a quote for a Project must do so via the Coach’s Story Vision profile. The Coach agrees to promptly respond to a Project quote request with proposed terms including any applicable fees and fee payment schedules, a suggested Project start and completion date, Project milestones, and any other Project-specific terms and conditions. If the Client and the Coach mutually agree to and accept the terms of a Project engagement, then a binding service agreement is created between the Client and Coach for that Project (the “Coaching Agreement”). In consideration for use of the Services, Coach agrees that Story Vision will be paid a commission on any Coaching services fees paid, as specified on the Services and in these Terms.

b. Required Terms for Coaching Agreements

As a condition of using or accessing Story Vision, Clients and Coaches further agree that the following required terms (“Required Terms”), as well as the Representations, Warranties and Covenants set forth below, will apply between the parties and will be incorporated by this reference into the Coaching Agreement between Client and Coach (and if there is any conflict between the Coaching Agreement, on the one hand, and these Required Terms or the Representations, Warranties and Covenants, on the other hand, then the Required Terms or the Representations, Warranties and Covenants, as applicable, will control):

1. Client engages Coach to perform the Coaching services per the terms and schedules agreed in the Coaching Agreement; and Client agrees to pay the applicable Coaching services fees and the Story Vision commissions.

2. Client grants Coach a limited, non-exclusive, revocable license to use Client Materials as is necessary to enable the Service Provider to perform its obligations under the Service Contract. “Client Materials” include any Client documents, drafts, briefs, designs, work samples, or other materials provided by a Client to a Coach via Story Vision in connection with a Project request or in connection with a Coaching Agreement.

3. Client and Coach each agree to: (A) provide the other Party with any information, resources and assistance reasonably necessary to enable the other Party to perform per the Coaching Agreement; (B) respond to communications and requests for information from the other Party within three business days unless otherwise agreed in writing; and (C) use reasonable efforts to notify the other Party as soon as reasonably practicable of any circumstances that might prevent or delay fulfilling these obligations.

4. In consideration for payment of the Coaching services fee, the Coach hereby: (A) assigns to the Client in perpetuity all intellectual property rights in and to any Project-specific materials, contributions or feedback Contributions; and (B) irrevocably and unconditionally waives in favor of the Client, any and all applicable moral rights in such materials, contributions or feedback.

5. The Coach acknowledges and accepts that, unless otherwise agreed in writing by the parties, the Client will have the right, but not the obligation to reference the Coach as the author/designer/editor/ghost writer/translator/indexer (as applicable) of the materials, contributions or feedback provided by the Coach, in any publication of any works using or incorporating such materials, contributions or feedback.

6. If any intellectual property rights in materials, contributions or feedback provided by a Coach to a Client cannot be assigned to the Client, the Coach grants to the Client an exclusive, perpetual, irrevocable, unlimited, worldwide, unconditional license to use and exploit such materials, contributions or feedback and will, at its own expense, provide all reasonable assistance necessary to perfect the license.

7. The Client and Coach each agree to keep the other party’s Confidential Information secret and confidential and not disclose or permit disclosure to any third party unless specifically permitted under the Coaching Agreement, and to take measures to protect the confidentiality and security of the other party’s Confidential Information at least as stringent as the measures that the party takes to protect its own confidential information of a similar nature, and in all cases to use reasonable care.

8. Upon completion of the Coaching Agreement, unless otherwise agreed between the parties in writing, the Coach may refer to the Project-specific Coaching services completed for the Client under the Coaching Agreement on the Coach’s Story Vision account. For clarity, the Coach will not be entitled to reference any Confidential Information (including without limitation details of the Coaching services fee, Client Materials or the Coach’s materials, contributions or feedback provided to the Client).

9. If the Client cancels the Coaching Agreement outside any agreed free cancellation period, the Client will be liable to pay any applicable cancellation fees. Once a Project has begun, the accepted payment schedule applies.

10. In the event of any dispute, controversy or complaint arising between the parties in connection with the Coaching Agreement (“Coaching Agreement Dispute”), the parties agree to be bound by and comply with the dispute resolution process set forth in the Terms.

11. The Coaching Agreement will have no third-party beneficiaries (in other words, the Coaching Agreement is not intended for the benefit of and will not be exercisable by, any third party), except that Story Vision may enforce the Required Terms as part of the Story Vision Terms. The Required Terms may not be amended by the Client or the Coach. The Coaching Agreement sets out the entire contract between the Client and the Coach.

12. Upon completion of a Project, the Client and Coach will each provide to Story Vision their honest, objective and constructive feedback about their experience in connection with the Project, which feedback will be made publicly visible on the parties’ Story Vision accounts and will be used by Story Vision to monitor compliance with the Story Vision Terms.

2.5 Payments

a. If you have bought a paid Story Vision subscription or have otherwise bought access to certain paid Story Vision features and functionalities, the applicable Story Vision fees are specified in the Story Vision interface. If you are a Coach, the applicable Story Vision commissions are specified in the Story Vision interface. Except as agreed expressly in writing, payment obligations are non-cancelable and fees paid are non-refundable. Fees stated are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases, except for taxes based on Story Vision’s net income. Should any payments to Story Vision be subject to withholding tax, you will reimburse us for such tax.

b. If you are a Coach, you may be required to submit a W8/W9 tax form (or its equivalent) to Story Vision before any Coaching services fees will accrue. You are responsible for the payment of all Taxes related to the fees you receive under the Terms. In compliance with tax laws, Story Vision will issue a Form 1099 to any applicable Coach whose earnings meet or exceed the applicable threshold.

c. All Story Vision subscription fees, Coaching services fees and Story Vision commissions will be administered using the Stripe payment application accessible via Story Vision. Coaches may be required to register an account with Stripe at www.stripe.com in order to receive fee payments. Stripe administers such fees and commissions on behalf of Clients, Coaches and Story Vision, in accordance with Stripe’s terms of service. Client will use Stripe to pay any Story Vision subscription fees, Coaching services fees, and Story Vision commissions. Stripe will automatically take payment from the Client of the applicable fee and/or commission as set out in the applicable terms. If a payment is not timely made by the Client, Stripe will continue to attempt to take payment until completed. Failure timely to pay any fee or commission is a material breach of these Terms and may result in the suspension or termination of your account and other legal remedies. Upon payment to Stripe, Stripe will administer the payments, on behalf of the Client and Coach, as follows: the Story Vision subscription fee and commission will be paid to Story Vision, and the Coaching services fee (minus any Story Vision commission) will be paid to the Coach. In the event of a disputed charge or refund, funds paid to the applicable service provider will be reversed.

2.6 Beta Services

From time to time, we may seek beta testers to help us test new features. Those features will be identified as “beta,” “pre-release,” or similar terms (each, a “Beta Service”). Beta Services are made available on an “as is” and “as available” basis and, to the extent permitted under applicable law, without any warranties or contractual commitments that we make for other Story Vision Services.

2.7 Feedback

You may decide to, or we may invite you to, submit comments or ideas about the Story Vision Services, including without limitation about how to improve them (“Ideas”). You agree that any Idea submission is gratuitous, unsolicited and without restriction and will not place Story Vision under any fiduciary or other obligation, and that Story Vision is free to use the Idea without any additional compensation, whether to you or anyone else, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You also acknowledge that, by accepting the submission, Story Vision does not waive any rights to use similar or related ideas previously known to us, or developed by our personnel, or obtained from sources other than you. For clarity, we have no obligation to implement any Ideas that you provide.

2.8 Privacy Policy, Protection of Personal Data Our Privacy Policy sets out how we use personal information submitted by our users (and their users). Please review our Privacy Policy at storyvision.app/privacy-policy for more information on how we collect and use data relating to the use and performance of our websites and products, including personal information about our users. We take seriously the protection of personal information (“Personal Data”) and we will maintain reasonable administrative, physical, and technical safeguards designed to protect it, including measures for preventing unauthorized access, use, modification, deletion and disclosure of Personal Data by our personnel. Before we share Personal Data with any third-party service providers, we will ensure that the third party maintains, at a minimum, reasonable data confidentiality and security practices.

3. Ownership, Licenses

3.1 Our Ownership, Our Licenses to You

a. Ownership of the Services and Documentation As between the parties, we (or our licensors) are the sole owners of the Story Vision Services and Documentation (defined below), including all related intellectual property rights and other proprietary rights. We may, from time to time, make available certain third-party products and services, including but not limited to open-source software (“Third-Party Products”) for use in connection with the Services. Third-Party Products may be made available under separate or additional terms and conditions, including but not limited to open-source licenses, which we will make available to you as required.

b. Ownership of Company Data You acknowledge and agree that we may collect data relating to your use of the Services (“Usage Data”) and that we may collect, analyze and use data derived from User Content that has been aggregated and/or anonymized such that it does not identify you or any other individual person (“Derivative Data” and, collectively with Usage Data, “Company Data”). All Company Data will be owned solely and exclusively by us and for clarity, you acknowledge and agree that we may collect, analyze, use and disclose Company Data, during or after the term of these Terms, for any business purpose including without limitation, to operate, analyze, improve and market the Services and our other products and services, and share such Company Data with our affiliates and business partners.

c. Licenses to Services and Documentation During the term of these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use: (1) the Services, solely for your own internal business purposes, (2) the object code version of any downloadable software components that we may make available as part of the Services, solely as needed to use the Services, and (3) any documentation related to the Services that we may make available from time to time (the “Documentation”), solely to support your authorized use of the Services. Minor component updates, bug fixes, and the like will be included under this license. All rights and licenses granted herein are subject to your full compliance with the Terms. All rights that are not expressly granted herein are expressly reserved by us.

d. API We may offer an application programming interface that provides additional ways to access and use the Services (“API”). The API is considered part of our Services, and its use is subject to these Terms. You may only access and use an API for your internal business purposes, in order to create interoperability and integration between the Services and other products, services or systems you or another user uses internally. When using an API, you must follow our relevant developer guidelines. We reserve the right, at any time, to modify or discontinue, temporarily or permanently, your and any other user’s access to such API (or any part of it) with or without notice. The API is subject to changes or modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.

3.2 Your Ownership, Your Licenses to Us

a. Ownership of User Content As between the parties, you are the sole owner of your User Content including without limitation, Personal Data, and all related intellectual property rights and other proprietary rights therein.

b. License to Personal Data and User Content Subject to the Terms, you grant to us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Personal Data, only as reasonably necessary: (1) to provide and maintain the Services; (2) to prevent or address service, security, support or technical issues; (3) as required by applicable law; and (4) as you expressly permit in writing. Subject to the Terms, you also grant to us, a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to store, display and otherwise use the User Content in accordance with these Terms, and otherwise as necessary to facilitate your Coaching Agreement(s) and your access to and use of Story Vision. You represent and warrant that you have all rights necessary (including without limitation any necessary third-party consents, authorizations and licenses) to grant to us the licenses granted herein.

4. Acceptable Use

4.1 Use Restrictions

You agree not to engage in any of the following prohibited activities: (a) copying, modifying, translating, patching, improving, altering, changing, creating derivative works of, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (b) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the hosting servers than a human can reasonably produce in the same period of time by using a conventional online web browser; (c) transmitting spam, chain letters, or other unsolicited email; (d) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (e) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (f) uploading invalid data, viruses, worms, Trojans, logic bombs, third party or external links or other malicious, harmful or unauthorized software agents or materials on or through the Services; (g) collecting or harvesting any personally identifiable information, including account names, from the Services; (h) using the Services for any commercial solicitation purposes; (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (j) interfering with the proper working of the Services; (k) accessing or using the Services or any content on the Services through any technology or means other than those provided or authorized by the Services; (l) circumventing, disabling, bypassing or otherwise interfering with the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (m) giving, selling, renting, leasing, timesharing, sublicensing, disclosing, publishing, assigning, marketing, reselling, displaying, transmitting, broadcasting, transferring or distributing any portion of the Services to any third party, including without limitation, to your affiliates, or using the Services in any service bureau arrangement; (n) reverse engineering, decompiling or disassembling, decrypting, or attempting to derive the source code of, the Services or any components thereof; (o) using the Services for competitive purposes, including to develop or enhance a competing product or service; or (p) encouraging or assisting any third party to do any of the foregoing.

4.2 Content Restrictions

a. Unless otherwise agreed to in writing by Story Vision or as expressly permitted herein, you agree not to submit or make available on or through the Services any User Content that: (1) includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information that may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children’s Online Privacy Protection Act (COPPA), the General Data Protection Regulation (GDPR), or any other data that is considered to be sensitive or that could give rise to notification obligations under data breach notification laws; (2) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (3) may create a risk of any other loss or damage to any person or property; (4) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (5) may constitute or contribute to a crime or tort; (6) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (7) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (8) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (9) contains any information or content that you know is not correct and current; or (10) to the extent applicable, violates any school or other applicable policy, including those related to cheating or ethics.

b. You further agree that any User Content that you submit or make available on or through the Services does not and will not infringe, misappropriate or otherwise violate third-party rights of any kind, including without limitation any intellectual property rights, rights of privacy or other proprietary rights. To the extent that User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted herein.

5. Term and Termination

5.1 Term

As described herein, a free account continues until terminated, while a paid subscription has a Subscription Period that may expire or be terminated. The Terms remains effective until all subscriptions ordered under the Terms have expired or been terminated or these Terms themselves terminate. Termination of these Terms will terminate all subscriptions.

5.2 Auto-Renewal

Subscriptions and Cancellation Certain aspects of our Services are available only through paid Story Vision subscriptions that automatically renew. SUBSCRIPTION RENEWAL FEES WILL BE AUTOMATICALLY CHARGED TO YOUR DESIGNATED PAYMENT METHOD AT THE FEE RATE AND BILLING CYCLE AS AGREED, UNTIL YOU CANCEL. Unless otherwise set forth in an Order Form, (a) all subscriptions automatically renew for additional periods equal to the renewal term specified (for example., one (1) week, month or year); and (b) the per-unit pricing during any automatic renewal Subscription Period will be the then-current price communicated to you by us. Either party may give the other notice of non-renewal before the end of a Subscription Period to stop a subscription from automatically renewing. Cancellations will apply on a going-forward basis, and you will not be entitled to any refund. You understand that you must cancel your subscription before expiration of the then-current Subscription Period, to avoid automatic renewal. You may cancel your subscription by using our online cancellation mechanism or sending an email to service@storyvision.app with the subject line “SUBSCRIPTION CANCELLATION” and that cancellation will go into effect in at the completion of the then-current Subscription Period. Prices are subject to change. YOU HEREBY EXPRESSLY AGREE THAT WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU UNTIL WE RECEIVE WRITTEN NOTICE FROM YOU THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT UPON SUCH NOTICE.

5.3 Free Trials

We may offer free trials of certain subscriptions for specified periods of time without payment. If we offer you a free trial, the specific terms of your free trial will be provided in writing. ONCE YOUR FREE TRIAL ENDS, WE WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR FREE TRIAL. INSTRUCTIONS FOR CANCELING YOUR SUBSCRIPTION ARE DESCRIBED IN SECTION 5.2 ABOVE. PLEASE NOTE THAT YOU WILL NOT RECEIVE A NOTICE FROM US THAT YOUR FREE TRIAL HAS ENDED OR THAT THE PAID PORTION OF YOUR SUBSCRIPTION HAS BEGUN. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.

5.4 Termination for Cause

We or you may terminate the Terms on notice to the other party if the other party materially breaches the Terms and such breach is not cured within thirty (30) days after the non-breaching party provides written notice of the breach. Notwithstanding the foregoing, we may terminate these Terms immediately upon notice to you, if we believe that the Services are being used in violation of applicable law.

5.5 Termination Without Cause

We may terminate the Terms without cause at any time and for any reason; provided, that we will provide you with prior written notice for paid subscriptions only. Either party may terminate a free subscription at any time by providing the other party written notice.

5.6 Effect of Termination

Termination will not relieve you of any obligation to pay fees payable to us for the period prior to the effective date of termination. Upon any termination of any kind, you will promptly cease all use of the Services and return and/or permanently delete any Confidential Information, including without limitation any data or other information that you procured via the Services, in your possession, custody or control.

6. Copyright Policy

We respect creator and content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

a. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

b. Identification of the copyrighted work that you claim has been infringed;

c. Identification of the material that is claimed to be infringing and where it is located on the Service;

d. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;

e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

f. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to our Designated Copyright Agent as follows:

Attention: Designated Copyright Agent
c/o STORY VISION
14622 Ventura Blvd Suite 2080
Sherman Oaks CA 91403

Tel.: _______________
Email: service@storyvision.app

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying us and our affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate the membership of any user who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

7. Representations, Warranties and Covenants

7.1 By accessing or using the Services as a Client, you represent, warrant and covenant that: (a) all information provided, including but not limited to Project requests, will be true, accurate and complete; (b) when submitting a Project request, you intend in good faith to engage the Coach for Coaching services; (c) you will respond promptly to communications from a Coach regarding a Project offer; (d) the Coach’s use of Client Materials as contemplated herein will not infringe, misappropriate or violate any third-party intellectual property rights or proprietary rights; and (e) you will conduct all written correspondence with the Coach, and make all payments of any subscription, Project or Coaching services fees, strictly on or through Story Vision.

7.2 By accessing or using the Services as a Coach, you represent, warrant and covenant that: (a) you will respond promptly to Project requests, within two business days whenever possible, to either (1) make a Project offer, (2) decline a request for a Project, (3) ask the Client for more information in connection with their request, or (4) provide additional information that the Client reasonably requests in order to assess the Project offer; (b) any Project offer will contain sufficient detail of the proposed scope of the Project-specific Coaching services offered; (c) all information provided, including but not limited to Project offers, will be true, accurate and complete; (d) any Project pricing terms quoted will be reasonable and proportionate to the proposed Coaching services; (e) you have the necessary skills, expertise, and capacity to perform the offered Coaching services and will perform the Coaching services per the terms and specifications set out in the applicable Coaching Agreement; (f) you will perform all Coaching services personally and will not subcontract any obligations or Coaching services to a third party unless agreed in writing by the Client; (g) any materials, feedback or contributions provided to a Client are original works and have not been copied wholly or substantially from any other work or source, and the Client’s use and exploitation of such materials, feedback or contributions will not infringe, misappropriate or violate any third-party intellectual property rights or proprietary rights; and (h) you will conduct all written correspondence with the Client, and will accept all payments of any Project or Coaching services fees, strictly on or through Story Vision.

7.3 By accessing or using the Services, you further represent and warrant that you have validly entered into these Terms and have the legal power to do so, and that you will use the Services in compliance with these Terms, with any licensing requirements, and with all applicable laws, rules, and regulations, including without limitation data privacy and security.

8. Disclaimer of Warranties

ALL INFORMATION PROVIDED VIA THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. NO ACTION SHOULD BE TAKEN BASED UPON INFORMATION PROVIDED VIA THE SERVICES WITHOUT FIRST SEEKING INPUT FROM AN INDEPENDENT PROFESSIONAL WHO IS LICENSED AND/OR QUALIFIED IN THE APPLICABLE AREA. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM, ON BEHALF OF OURSELVES AND ON BEHALF OF OUR VENDORS AND LICENSORS, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER AND AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Limitation of Liability

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE GREATER OF US $100 OR THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS AS AGREED HEREUNDER.

IN NO EVENT WILL WE OR ANY OF OUR VENDORS OR LICENSORS HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

We will not be responsible for any damages, losses or liability to you or anyone else, if login credentials (including usernames, passwords and/or other appropriate security code) are not kept confidential by you, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under the Terms between the parties, and the parties have relied on these limitations in determining whether to enter into the Terms and the pricing for the Services.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY JURISDICTION. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Indemnification

You agree to defend, indemnify and hold harmless us and our affiliates, licensors, and suppliers, and our and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorneys’ fees and costs) arising from: (a) your use of and access to the Services, including any User Content or other content transmitted or received by you; (b) your violation of any term of the Terms, including without limitation any breach of your representations and warranties above; (c) your violation of any third-party right, including without limitation any intellectual property right, right of privacy or other proprietary or personal right; (d) your violation of any applicable law, rule or regulation; (e) User Content or any content that is submitted via your account, including without limitation misleading, false, or inaccurate information; (f) your gross negligence, fraud, or willful misconduct; (g) any other party’s access and use of the Services with your unique username, password or other appropriate security code (provided that such access and use was not our fault); or (h) any dispute between you and any other user of the Services.

11. Confidentiality

11.1 Definition

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, technology and marketing information. Your Confidential Information includes User Content. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

11.2 Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and to limit access to those employees, affiliates and contractors who need to know such information in connection with the Terms; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Terms.

11.3 Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

12. Miscellaneous

12.1 Publicity

Neither party may publicly use the other party’s company name, logo, or other trademarks for any purpose without the other party’s prior written consent; provided, that we may place your name and logo on our website, application, and other marketing materials for the purpose of identifying you as a user of our products and services without such consent. All use of the other party’s trademarks, and all goodwill accruing therefrom, will inure to the sole and exclusive benefit of the owner of the trademarks. Such consent is revocable at the owner’s sole discretion.

12.2 Third Party Products, Links, and Information

The Services may integrate with, or contain, third party products, services, materials, or information, or links thereto that are not owned or controlled by us (“Third Party Materials”). We do not endorse or assume any responsibility for any such Third Party Materials. If you access any third party website or service, you do so at your own risk, and you acknowledges and agree that these Terms and our Privacy Policy do not apply to your use of such sites or services. You expressly relieve us from any and all liability arising from the access to or use of any Third Party Materials.

12.3 Force Majeure

Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, epidemics, riots, fires, acts of God, war, terrorism, and governmental or regulatory action.

12.4 Relationship of the Parties; No Third-Party Beneficiaries

The parties are independent contractors. The Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Except as expressly provided in writing herein, there are no third-party beneficiaries to the Terms; a person who is not a party to the Terms may not enforce any of its terms under any applicable law.

12.5 Email Communications

Except as otherwise set forth herein, all notices under the Terms will be by email, although we may instead choose to provide notice to you through the Services. Notices to us must be sent to service@storyvision.app. A notice will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

12.6 Modifications

We may change the Terms from time to time. If we make a material change to the Terms, we will provide you with reasonable notice before the change takes effect, either by emailing the email address associated with your account or by messaging you through the Services. You may review the most current version of the Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Terms. The materially revised Terms will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you access or use the Services after the effective date, such access or use will constitute your acceptance of any revised terms and conditions.

12.7 Waivers

No failure or delay by either party in exercising any right under the Terms will constitute a waiver of that right. No waiver under the Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

12.8 Severability

The Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, that provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms will remain in effect.

12.9 Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign the Terms, in whole or in part, without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.10 Governing Law

The Terms, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules, the Uniform Computer Information Transactions Act, or the United Nations Convention on the International Sale of Goods. The parties acknowledge that the Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law of the Terms, any arbitration conducted hereunder will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

12.11 Venue, Waiver of Jury Trial, Fees

The state and federal courts located in Los Angeles County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Terms or its formation, interpretation or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Terms. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

12.12 Arbitration, Class Action Waiver

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF FROM US.

a. For any dispute with us, you agree to first contact us at service@storyvision.app and attempt to resolve the dispute informally. If we have not been able to resolve a dispute within sixty (60) days of your first contact, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to the Terms, or the breach or alleged breach thereof by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Los Angeles County, California, unless we agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section will be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

b. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. NEITHER PARTY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS OR CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

12.13 Entire Terms

The Terms, including all referenced documents, policies and pages as applicable, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Terms supersede the terms of any other online agreement electronically accepted by you. However, to the extent of any conflict or inconsistency between the provisions in these Terms and any other documents or pages referenced in these Terms, the following order of precedence will apply: (a) these Terms & Conditions; and (b) any other documents, policies and pages referenced in these Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order, onboarding process or web portal, or any other order documentation will be incorporated into or form any part of these Terms, and all such terms or conditions will be null and void.

12.14 Additional Terms for Mobile Applications

The following applies to any Services acquired from the Apple App Store (“Apple-Sourced Software”): you acknowledge and agree that the Terms are solely between you and us, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software (if any); to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Terms and any law applicable to us as provider of the software. You acknowledge that Apple is not responsible for addressing any claims by you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (a) product liability claims; (b) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Terms and any law applicable to us as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, we, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms. You and us acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

12.15 Survival

Any section of the Terms that, by its terms or its nature, should survive the termination or expiration of the Terms shall so survive.

12.16 Contact Information

If you have any questions about the Terms, please contact us at service@storyvision.app.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Last Modified: February 8, 2021