These Terms of Service (the “Terms”) govern the relationship and serve as an agreement between you and Reelspace Inc (“Reelspace”), and our related websites, services, applications, products and content (collectively, the “Services”).

These Terms form a legally binding contract and set forth the terms and conditions by which you may access and use the Services, so please read them carefully.  By using our Services, you agree to the Terms. If you don’t agree with them, then don’t use the Services.  For purposes of these Terms, “we” and “us” refer to Reelspace, and “you” and “your” means you as the user of the Services. 

No one under 13 is allowed to create an account or use the Services.  If you are under age 18, you may only use the Services with the consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE A LITTLE LATER ON. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND REELSPACE AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND REELSPACE WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS EXPLAINED IN THAT ARBITRATION CLAUSE.

1. Accepting the Terms

By accessing or using our Services, you confirm that you can form a binding contract with Reelspace, that you accept these Terms and that you agree to comply with them. Your access to and use of our Services is also subject to our Privacy Policy (https://www.reelspace.com/privacy) and is incorporated herein by reference. By using the Services, you consent to the terms of the Privacy Policy.

If you are using the Services on behalf of a business or some other entity, you represent that you are authorized to bind that business or entity to these Terms and you agree to these Terms on behalf of that business or entity (and all references to “you” and “your” in these Terms will mean both you as the end user and that business or entity).

2. Your Account with Us

To access or use some of our Services, you must create an account with us.  You agree to provide us with accurate, complete, and updated information for your account. You remain responsible for maintaining the confidentiality of your account password and username (if any), and any other security information related to your account, at all times. Reelspace will not be liable for any loss that you incur as a result of someone else accessing and using your account, either with or without your knowledge.

We reserve the right to disable your user account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third party rights, or violate any applicable laws or regulations.

If you no longer want to use our Services again, and would like your account deleted, you may do so through our mobile app. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.

3. Rights We Grant You

As between you and us, Reelspace is the owner of the Services, including all proprietary content, information, material, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, video, music, and “look and feel” of the Services, and all related intellectual property rights. Reelspace grants you a worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to use the Services. This license is for the sole purpose of using and enjoying the Services in a way that these Terms and our policies allow. You may not use the Services in ways that are not authorized by these Terms and you may not help anyone else in doing so.

4. Rights You Grant Us

Our Services let you create, upload, post, send, receive, view and store content (“User Content”).   You may add User Content in a number of different ways, including posting content into a group or community space (“Space”), or via direct messages. Keep in mind that content in a Space can be viewed by both present and future members of the Space, and members may change over time.

When you add User Content to the Services, you are responsible for ensuring that you have the right to do so, that you have the right to grant the licenses in this section of these Terms, and that your User Content is lawful. We take no responsibility for any of your User Content, and we are not responsible for others’ use of your User Content.

By submitting User Content via the Services, you retain whatever ownership rights in that User Content you had to begin with. But you grant us a license to use that User Content to operate, provide and improve our Services.  For all User Content you submit to the Services, you grant Reelspace and our affiliates a worldwide, royalty-free, sublicensable, and transferable license to host, store, cache, use, display, reproduce, modify, adapt, edit, publish, analyze, transmit, and distribute that User Content. This license is for the purpose of operating, developing, providing, promoting, and improving the Services and researching and developing new ones. This license includes a right for us to make your User Content available to, and pass these rights along to, service providers with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services.

We always love to hear from our users. But if you provide feedback or suggestions, just know that we can use them without compensating you, and without any restriction or obligation to you. You agree that we will own all rights in any materials or items we develop based on such feedback or suggestions.

5. Acceptable Use of Services

Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. Whenever you access or use a feature that allows you to upload or transmit User Content through the Services, or to contact or share User Content with other users of the Services, you must at all times comply with the standards set forth below.

You may not:

• create more than one account for yourself, create another account if we have already disabled your account, or attempt to access the Services through unauthorized third-party applications;

• use or attempt to use another user’s account, create a false identity on the Services, or falsely state or otherwise misrepresent you or your affiliation with any person or entity;

• reverse engineer, duplicate, decompile, disassemble, or decode the Services (including any underlying idea or algorithm), or otherwise extract the source code of the software of the Services;

• use or develop any third-party applications that interact with the Services or other users’ content or information without our written consent;

• interfere with or attempt to interfere with the proper working of the Services, disrupt our website or any networks connected to the Services, bypass any measures we may use to prevent or restrict access to the Services, or otherwise compromise, bypass, or circumvent the security of the Services;

• use any robot, spider, crawler, scraper, or other automated means or interface to access the Services or extract other users’ information;

• use the Services in ways that are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially or ethnically offensive, or instigate or encourage conduct that would be illegal or otherwise inappropriate, such as promoting violent crimes, endangering or exploiting children or others, or coordinating harm;

• use the Services to upload, transmit, distribute, store or otherwise make available in any way, (a) files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; (b) unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation; (c) private information of any third party, including addresses, phone numbers, email addresses, numbers and features in personal identity documents or credit cards; (d) material which does or may infringe any copyright, trademark or other intellectual property or privacy rights of any other person; (e) answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; or (f) material that, in the sole judgment of Reelspace, is objectionable or which restricts or inhibits any other person from using the Services, or which may expose Reelspace, the Services or its users to any harm or liability of any type.

We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to content may include finding the content objectionable, in violation of these Terms, or otherwise harmful to the Services or our users.  You alone, though, remain responsible for the content you create, upload, post, send, or store through the Service.

6. Privacy

Our Privacy Policy describes how your information is handled when you use our Services, including the types of information we receive and collect from you, how we use and share this information, and your rights in relation to the processing of information about you.

7. Safety

We try hard to keep our Services a safe place for all users, and by using the Services, you agree that you will at all times comply with these Terms and any other policies Reelspace makes available in order to maintain the safety of the Services.

If you fail to comply, we reserve the right to remove any offending content, terminate or limit the visibility of your account, and notify third parties—including law enforcement—and provide those third parties with information relating to your account. This step may be necessary to protect the safety of our users, and others, to investigate, remedy, and enforce potential Terms violations, and to detect and resolve any fraud or security concerns.

Much of the content on our Services is produced by users and other third parties. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the user or entity that submitted it. Although Reelspace reserves the right to review or remove all content that appears on the Services, we do not necessarily review all of it. So we cannot—and do not—guarantee that other users or the content they provide through the Services will comply with our Terms.

8. Paid Subscriptions

This section applies to your purchase and use of any features or services which are delivered to you as a subscription service (“Paid Subscription”). A Paid Subscription may provide access to certain premium benefits to further enhance your experience on our Services. 

a.  Recurring Billing. By purchasing a Paid Subscription, you authorize us to charge your credit card or other payment method that you provide on a recurring (monthly or yearly) basis for the applicable subscription charge, including applicable taxes and fees, incurred in connection with your use of the Paid Subscription. Your payment automatically renews at the end of your applicable subscription period, unless you cancel your Paid Subscription before the end of the current subscription period.

b.  Price Changes. We may change the price for a Paid Subscription from time to time, and will communicate any price changes to you in advance. Any price change to a Paid Subscription will take effect from the start of the next subscription billing period after the date on which we notified you. As permitted by local law, you accept the new price by continuing to use Reelspace after the price change takes effect. If you do not agree with the price change, you have the right to reject the change by cancelling your Paid Subscription prior to the price change going into effect.

c.  Cancellation by You. You may cancel your Paid Subscription at any time, and you will continue to have access to your subscription through the end of the current subscription period. If you cancel your subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us.

d.  Cancellation of Family or Group Plan. If you receive access to a Paid Subscription as a member of a family or group plan purchased by another account holder, your access to the Paid Subscription will be cancelled if the primary account holder cancels the family or group plan subscription or their account is otherwise terminated.

e.  Suspension or Termination by Reelspace. Reelspace reserves the right to immediately suspend or terminate your access to a Paid Subscription, at any time and for any reason, at our sole discretion, without prior notice or liability to you, including, without limitation, where: 

• you fail to pay the applicable subscription fees and any applicable taxes in full and in a timely manner;

• our provision of a Paid Subscription to you is no longer viable as determined by Reelspace;

• you violate these Terms or other published policies;

If your account is terminated by Reelspace for violating these Terms or other published policies, you will not be entitled to a refund for any unused portion of your subscription.

9. Artificial Intelligence and Generated Content

We use Artificial Intelligence (“AI”) to improve our Services, including but not limited to functions such as generating comments, enhancing the resolution of photos, transcribing speech to text, and generating music and melodies.  AI generated content may be insensitive, offensive, incomplete, incorrect, exaggerated, or simply made up. 

Users may also have the option to customize the tone and character of AI generated content.  Although Reelspace reserves the right to review, modify or remove customizations that violate our Terms, we do not necessarily review all of them.  So we cannot —and do not—guarantee that any AI generated content will comply with our Terms.

ALL AI GENERATED CONTENT IS INTENDED FOR ENTERTAINMENT PURPOSES ONLY, AND SHOULD NOT BE CONSIDERED ADVICE, INFORMATION OR INSTRUCTION.

10. Term and Termination

This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer.

We may terminate or temporarily suspend your access to the Services if you fail to comply with these Terms or the law, for any reason outside of our control, or for any reason, and without advanced notice. That means that we may terminate these Terms, stop providing you with all or any part of the Services, or impose new or additional limits on your ability to use our Services. And while we’ll try to give you reasonable notice beforehand, we can’t guarantee that notice will be possible in all circumstances. For example, we may deactivate your account due to prolonged inactivity, and we may reclaim your username at any time for any reason.

In the event of any termination, the following sections will survive: Section 4 (Rights You Grant Us), Section 11 (Indemnification), Section 12 (Disclaimers), Section 13 (Limitation of Liability), Section 14 (Arbitration), Section 15 (Time Limit), Section 16 (Governing Law), and Section 19 (Final Terms).

11. Indemnification

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Reelspace, our affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services, or any products or services provided by a third party in connection with the Services, even if recommended, made available, or approved by Reelspace; (b) your content, including infringement claims related to your content; (c) your breach of these Terms or any applicable law or regulation; or (d) your negligence or willful misconduct.

12. Disclaimers

We try to keep the Services up and running and free of annoyances. But we make no promises that we will succeed.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE WE ATTEMPT TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.

NEITHER WE NOR OUR AFFILIATES TAKE RESPONSIBILITY OR ASSUME LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH WE OR OUR AFFILIATES WILL BE RESPONSIBLE FOR.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF $100 USD OR THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM.

14. Arbitration, Jury Waiver, and Class-Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND REELSPACE AGREE TO RESOLVE ALL DISPUTES, EXCEPT FOR EXCLUDED DISPUTES AS DEFINED BELOW, BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.  THIS MEANS YOU WAIVE YOUR RIGHT TO HAVE SUCH DISPUTES RESOLVED IN COURT BY A JUDGE OR JURY. FINALLY, YOU MAY BRING A CLAIM ONLY ON YOUR OWN BEHALF, AND NOT ON BEHALF OF ANY OFFICIAL OR OTHER PERSON, OR CLASS OF PEOPLE. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN, OR HAVE YOUR DISPUTE HEARD AND RESOLVED AS, A CLASS ACTION, A CLASS ARBITRATION, OR A REPRESENTATIVE ACTION.

"Excluded Dispute" means any dispute or claim relating to the enforcement or infringement of your or our intellectual property rights (such as copyrights, trademarks, domains, logos, trade dress, trade secrets, and patents) or efforts to interfere with our Services or engage with our Services in unauthorized ways (for example, automated ways). For clarity and notwithstanding the foregoing, those disputes relating to, arising out of, or in any way in connection with your rights of privacy and publicity are not Excluded Disputes.

You may opt out of the arbitration agreement by following the opt out procedure described below.

a.  Informal Process First. You agree that in the event of any dispute between you and Reelspace, you will first contact Reelspace and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action. Before you commence arbitration of a claim or dispute, you must provide us with a written notice that includes your (i) name; (ii) residence address; (iii) username (if any); (iv) email address or phone number you use for your Reelspace account; (v) a detailed description of the dispute; and (vi) the relief you seek (collectively, “Notice of Dispute”). Any Notice of Dispute should be emailed to us at legal@reelspace.com. Before we commence arbitration, we will send you a Notice of Dispute to the email address you provide, or other appropriate means. If we are unable to resolve a dispute within sixty (60) days after the Notice of Dispute is received, you or we may commence arbitration.

b.  Applicability of Arbitration Agreement. In this Section (the “Arbitration Agreement”), you and Reelspace agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Reelspace are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This includes claims and disputes that arose between us before the effective date of these Terms. In addition, all disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

c.     Arbitration Rules. The Federal Arbitration Act, including its procedural provisions, governs the interpretation and enforcement of this dispute-resolution provision, and not state law. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect at the time the arbitration is started, including the Optional Rules for Emergency Measures of Protection and the Supplementary Procedures for Consumer-Related Disputes (together, the “AAA Rules”). The AAA Rules, information regarding initiating a dispute, and a description of the arbitration process are available at www.adr.org. The arbitration will be conducted by a single neutral arbitrator in accordance with the AAA Rules.  Issues relating to the scope and enforceability of the arbitration provision are for a court to decide.  The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the AAA Rules.

d.     Waiver of Jury Trial. EXCEPT FOR EXCLUDED DISPUTES, YOU AND REELSPACE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Reelspace are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Reelspace over whether to vacate or enforce an arbitration award, YOU AND REELSPACE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

e.     Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision of this Agreement, the Arbitration Agreement or AAA’s Rules, disputes regarding the interpretation, applicability, or enforceability of this waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court.

f.      Right to Waive. Any rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Arbitration Agreement.

g.     Opt-out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Reelspace can force the other to arbitrate. Your opt-out notice must be emailed to legal@reelspace.com within thirty (30) days of the first date you access or use the Services.  Your notice must include your name and address, your Reelspace username (if any) and the phone number you used to set up your Reelspace account, and an unequivocal statement that you want to opt out of this Arbitration Agreement.

h.     Small Claims Court. Notwithstanding the foregoing, either you or Reelspace may bring an individual action in small claims court.

i.      Arbitration Agreement Survival. This Arbitration Agreement will survive the termination of your relationship with Reelspace.

15. Time Limit for Claims and Disputes 

THESE TERMS ALSO LIMIT THE TIME YOU HAVE TO BRING A CLAIM OR DISPUTE, INCLUDING THE TIME TO START AN ARBITRATION OR, IF PERMISSIBLE, A COURT ACTION OR SMALL CLAIMS PROCEEDING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. We and you agree that for any claim or dispute (except for Excluded Disputes), we and you must bring claims (including commencing an arbitration proceeding or a Notice of Dispute) within one year after the dispute first arose; otherwise, such dispute is permanently barred. This means that if we or you do not bring a claim within one year after the dispute first arose, then the arbitration will be dismissed because it was started too late.

16. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to any conflict of laws, rules or principles. You agree to submit to the venue and jurisdiction of the New York courts in the cases that arbitration is not successful or is assigned or appealed to a civil court. 

17. Severability

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

18. California Residents

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.

Users of the Services may remove User Content they shared by selecting the appropriate privacy settings available within the Services or by deleting that User Content from the Services.

19. Final Terms

These Terms make up the entire agreement between you and Reelspace, and supersede any prior agreements. These Terms do not create or confer any third-party beneficiary rights. If we do not enforce a provision in these Terms, it will not be considered a waiver. We reserve the right to transfer our rights under these Terms and provide the Services using another entity, provided that entity upholds these Terms. You may not transfer any of your rights or obligations under these Terms without our consent. We reserve all rights not expressly granted to you.