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Terms of Service

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Orson – Terms of Use, DirectB2B

Last updated November 5, 2024

These Terms of Use (these “Terms” or this “Agreement”) apply to your use of the Services (as defined below) which are owned and operated by Captuure, Inc. d/b/a Orson (the “Company”, “we,” “us” or “our”). Our “Services” provide an interactive technology platform that allows Showrunners and Collaborators to interact via a web interface to create collaborative videos.

PLEASE NOTE: Your access to and use of the Services is subject to these Terms, as well as all applicable laws. Please read these Terms carefully. If you do not accept and agree to be bound by any of these Terms, you are not authorized to access or otherwise use the Services or any information or Content contained on the Services. Your access to and use of the Services constitutes your acceptance of and agreement to abide by each of these terms and conditions set forth below. These Terms may be changed, modified, supplemented or updated by the Company from time to time without advance notice, and the updated terms may be posted on the Company website or otherwise within the Services, and you will be bound by any such changed, modified, supplemented or updated Terms if you continue to use the Services after such changes are posted; provided, however, we may provide notice by means of conspicuous alert or notification displayed on the Services in the case of substantial revisions. Unless otherwise indicated, any new Content or services added to the Services will also be subject to these Terms effective upon the date of any such addition. You are encouraged to review the Services and these Terms periodically for updates and changes. If you are using the Services on behalf of a legal entity, you represent that you are authorized to enter into and agree to these Terms on behalf of that legal entity.

If you have any questions about these Terms, please contact us by e-mailing us at support@heyorson.com.

Definitions.

Unless context requires otherwise, capitalized terms not defined within the Agreement shall have the following meanings:

a. “Business Purposes” means: (1) auditing related to counting ad impressions to unique visitors, verifying positioning and quality of ad impressions, and auditing compliance with this specification and other standards; (2) helping to ensure security and integrity to the extent the use of the Personal Information is reasonably necessary and proportionate for these purposes; (3) debugging to identify and repair errors that impair existing intended functionality; (4) performing services on behalf of you, including maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing financing, providing analytic services, providing storage, or providing similar services on behalf of you; (5) providing advertising and marketing services, except for cross-context behavioral advertising, to the consumer provided that, for the purpose of advertising and marketing, we shall not combine the personal information of opted-out consumers that we receive from, or on behalf of, you with personal information that we receive from, or on behalf of, another person or persons or collect from our own interaction with consumers; (6) undertaking internal research for technological development and demonstration; and/or (7) undertaking activities to verify or maintain the quality or safety of a service or device that is owned, manufactured, manufactured for, or controlled by you, and to improve, upgrade, or enhance the service or device that is owned, manufactured, manufactured for, or controlled by you.

b. “Content” means any pictures, videos, graphics, logos, button items, images, works of authorship and other content uploaded to the Services by a User;

c. “Collaborator” means any User, member or guest, that makes use of the Services for the purpose of recording and uploading videos as requested by the Showrunner.

d. “Personal Information” or “PI” means information that is unique to a User and may include, without limitation, name, phone number, e-mail address, Content, physical address, and other personally identifiable information.

e. “Administrator” means the administrator of the team who maanges the Services and invites Collaborators to upload videos.

e. “Showrunner” means the administrator of the team who signs up to use the Services and invites Collaborators to upload videos.

f. “User” means Showrunners and Collaborators.

Limited License and Access; All Rights Reserved.

Subject to your compliance with these Terms, Company hereby grants to you a limited license to access and make personal use of the Services, but not to download (other than page caching) or modify it (except to the extent permitted by the Services), or any portion of it, except with express written consent of Company. The license granted in this Section does not include any resale or commercial re-use of the Services or the Content; any derivative use of the Services or the Content; or any use of data mining, robots, or similar data gathering and extraction tools. The Services or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company without Company's express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of Company's name(s) or service marks without the express written consent of their owners. We retain all right, title, and interest in the Services, including any and all intellectual property rights. Any software applications available on or through the Services are licensed, not sold, to you. The Company may assign these Terms or any part of them without restrictions. You may not assign these Terms or any part of them, nor transfer or sub-license your rights under this License, to any third party. We reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Company.

Ownership, Use, and Sharing of the Content.

Except as otherwise expressly stated, you own all Content uploaded by you. "Content" includes but is not limited to photos, videos, and any derivative works, compilations, or final products created using the uploaded materials. You are solely responsible for controlling which Users are invited to upload Content and which Users are able to view Content. Company does not warrant or represent that your use of Content or the Services will not infringe rights of third parties.

a. By uploading Content, you explicitly consent to the Company's use, processing, and storage of your data, including any personal information that may be present in photos or videos. This consent applies whether you are an employee of our customers or not. By using the platform, you agree to these terms of service.

b. Unless otherwise expressly stated in writing by the Company, no compensation will be paid with respect to the use of any Content, including any derivative works or final products created using your Content. The Company shall have no obligation to preserve, return or otherwise make available to you or others any Content.

c. Except as set forth in our Privacy Policy, the Company does not claim ownership of your Content in its original form; however, by providing Content, you hereby grant to the Company and its affiliates, licensees, assigns, and respective customers an irrevocable, perpetual, worldwide, and royalty-free right to use, reproduce, edit, display, transmit, prepare derivative works of, modify, publish and otherwise make use of the Content in any and all media, whether now known or hereinafter created, throughout the world and for any purpose, including but not limited to providing the Services, creating and using derivative works, and using Content for marketing and promotional purposes. This license includes the right to sublicense the Content to third parties.

d. You represent and warrant that you have the right to grant the licenses described in these terms of service and that your Content does not infringe on any third-party rights. You agree to indemnify, defend and hold harmless Company against any and all claims, liabilities and damages caused by or arising from any Content provided or uploaded by you, including claims from third parties who may appear in the uploaded photos or videos.

e. Subject to our Privacy Policy, and limits under applicable law with regard to identifiable information, you understand and intend that by providing your Content to the Company, you hereby waive any privacy expectations that you may have with respect to any such Content.

f. The licenses and rights granted to the Company under these terms of service survive the termination of your account or this agreement.

g. You acknowledge and agree that the licenses granted herein apply worldwide, regardless of your location or the location of any users accessing the Content.

In connection with providing the Services, Company will not:

a. Sell or share the Personal Information of any User;

b. Retain, use, or disclose the Personal Information of any User for any purpose other than for the Business Purposes;

c. Retain, use, or disclose the Personal Information of a User outside of the direct business relationship between you and the Company; or

d. Combine the Personal Information that we receive from, or on behalf of, a User with Personal Information that we receive from, or on behalf of, another person or persons, or that we collect from our own interaction with a User, except to the extent permitted by applicable law.

If the Company engages any other person to assist it in processing Personal Information for a Business Purpose on your behalf, or if any other person engaged by the Company engages another person to assist in processing Personal Information for that Business Purpose, we shall notify you of that engagement, and the engagement shall be pursuant to a written contract binding the other person to observe all the requirements set forth in the paragraph above.

Feedback.

Please be advised that if you send or submit to the Company creative ideas, suggestions, inventions, or materials (“Feedback”), the Company shall: (a) own, exclusively, all now known or later discovered rights to the Feedback; (b) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and (c) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

Privacy.

Your privacy is important to us. We maintain our Privacy Policy at https://app.heyorson.com/privacy-policy. We agree to use your information in accordance with our Privacy Policy, and you consent and acknowledge that your information may be used in accordance with our Privacy Policy. We reserve the right to store all information transmitted via our Services and to use it in accordance with our Privacy Policy. We reserve the right to modify our Privacy Policy from time to time, effective upon posting the revised version on our Services. We encourage you to periodically check the Services for updates. If you disagree with anything in our Privacy Policy, you should cancel your subscription and discontinue using our Services.

Registration.

In order to access the Services, an administrator must create a user account for you or a Showrunner must add you as a guest to an episode. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Company reserves the right to suspend or terminate your access to the Services if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

Third Party Carriers and Sites.

The Services communicate via internet and/or cellular data service provided by independent carriers. The internet or cellular data service provided by the independent carriers may fail or go off-line from time to time, and during any such outage our Services will be unable to transmit and receive information. We may not receive timely notice of the communications outage from the independent carriers. We are not obligated to provide the Services during any such outages. Cellular networks and internet providers may be regulated by federal and state agencies and changes in rules and regulations may require us to modify or terminate our Services. The Services may contain links to third party Web sites. These links are provided solely as a convenience to you and not as an endorsement by Company of the contents on such third-party Web sites. Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access linked third-party Web sites, you do so at your own risk.

Prohibited Use.

a. Any use or attempted use of the Services (a) for any unlawful, unauthorized, fraudulent or malicious purpose, (b) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (c) that could interfere with any other party's use and enjoyment of the Services, (d) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, (e) to access systems, data or information not intended by Company to be made accessible to a User, (f) to attempt to obtain any materials or information through any means not intentionally made available by Company, or (g) for any use other than the business purpose for which it was intended, is prohibited.

b. In addition, in connection with your use of the Services, you agree you will not:

(i) Use any Content or the Services to determine a consumer’s eligibility for (i) credit or insurance for personal, family, or household purposes; or (ii) a government license or benefit;

(ii) Upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another's right of privacy or publicity;

(iii) Use the Services to create a false identity or otherwise use the Services for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Company representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(iv) Upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);

(v) Upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another;

(vi) Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;

(vii) Use the Services’ communication features in a manner that adversely affects the availability of its resources to other Users (e.g., flooding continuous posting of repetitive text or denial of service attacks);

(viii) Upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;

(ix) Violate any applicable local, state, national or international law;

(x) Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;

(xi) Delete or revise any material posted by any other person or entity;

(xii) Manipulate or otherwise display the Services by using framing, mirroring or similar navigational technology or directly link to any portion of the Services without Company’s prior written approval;

(xiii) Probe, scan, test the vulnerability of or breach the authentication measures of, the Services or any related networks or systems;

(xiv) Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Services if you are not expressly authorized by such party to do so;

(xv) Harvest or otherwise collect information about others, including names, phone numbers, addresses and e-mail addresses;

(xvi) Use any robot, spider, scraper, or other automated or manual means to access the Services, or copy any content or information on the Services; or

(xvii) Reverse compile, reverse engineer, reverse assemble, or otherwise attempt, directly or indirectly, to obtain or create source code for the Services for any reason.

Company reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing including, without limitation, the suspension or termination of the User's access. Company may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Company reserves the right at all times to disclose any information as Company deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Company's sole discretion.

If you are unable or unwilling to confirm the above statements, then you must not accept these Terms or otherwise access or make use of the Services. YOU ACKNOWLEDGE AND AGREE THAT, EVEN IF YOU DO CONFIRM THE ABOVE STATEMENTS, COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO DENY ACCESS TO AND/OR USE OF THE SERVICES FOR ANY REASON OR FOR NO REASON AT ALL AND THAT YOUR COMPLIANCE WITH THE ABOVE, WHILE NECESSARY TO PROPERLY ACCESS AND MAKE USE OF THE SERVICES, DOES NOT OBLIGATE THE COMPANY TO PROVIDE YOU WITH ACCESS TO AND/OR THE RIGHT TO USE THE SERVICES OR ANY PORTION THEREOF.

Updates.

Company may from time to time in its sole discretion develop and provide updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, ”Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of these Terms.

10.

Right to Monitor.

Company neither actively monitors general use of the Services under normal circumstances nor exercises editorial control over the content of any third party's website, e-mail transmission, news group, or other material created or accessible over or through the Services. However, Company does reserve the right to monitor such use at any time as it deems appropriate and to take such action as the Company, in its sole discretion, including, without limitation, the removal of any materials which may be illegal, may subject Company to liability, may violate these Terms, or are, in the sole discretion of Company, inconsistent with Company's purpose for the Services.

11.

Disclaimer.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, TIMELY, ACCURATE, OR ERROR-FREE OPERATION, OR FREEDOM FROM COMPUTER VIRUS OR MALICIOUS CODE. COMPANY MAKES NO WARRANTY THAT THE CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.

12.

Limitation of Liability.

YOU UNDERSTAND AND AGREE THAT COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICES; (C) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (D) ANY ERRORS OR OMISSIONS IN THE SERVICES’ OPERATION; OR (E) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PRODUCTS, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICES, PRODUCTS AND SERVICES OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICES OBTAINED FROM PURCHASES OR TRANSACTIONS, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE SERVICES, PRODUCTS OR CONTENT, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE COMPANY AND ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICES.

YOU UNDERSTAND AND AGREE THAT THE COMPANY WILL HAVE NO LIABILITY TO YOU OR TO A THIRD PARTY FOR ANY CAUSE OF ACTION RELATED TO THE SERVICES OR TO THESE TERMS UNDER ANY THEORY. IF, HOWEVER, A COURT OR JUDICIAL OR ADMINISTRATIVE AUTHORITY OF APPROPRIATE JURISDICTION, IN FINAL RULING, DETERMINES THAT THIS PROVISION IS UNENFORCEABLE, OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE SERVICES, IF ANY, AND IF YOU HAVE PAID NO AMOUNT, THEN $50. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE SELECTED THE SERVICES WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THESE TERMS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED UNCONSCIONABLE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

13.

Indemnification.

You agree to defend, indemnify, and hold harmless Company, its Affiliates, its contractors, and all of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Services, your Users’ Content, your or your Users’ fraud, violation of law, or willful misconduct, or any breach by you or your Users of these Terms.

14.

Term and Termination.

a. Term. These Terms become effective on the date that you first use and/or access the Services and govern your use of the Services until terminated as provided herein.

b. Termination. You may terminate these Terms at any time by ceasing your use and access of the Services. Company reserves the right to terminate your access and use of the Services at any time for any reason or for no reason.

15.

User Disputes.

The Company is not responsible for any disputes or disagreements between you and any other third party you interact with using the Services. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release the Company of all claims, demands, and damages in disputes among you, other Members, Users, Third Parties and/or any other party. You also agree not to involve the Company in such disputes.

16.

Notices.

Any notices to you from Company regarding the Services or these Terms will be posted on the Services or made by e-mail or regular mail.

17.

General Provisions.

a. Entire Agreement. These Terms, the Privacy Policy, and other policies Company may post on the Services constitutes the entire agreement between Company and you in connection with your use of the Services and the Content, and supersedes any prior agreements between Company and you regarding use of the Services, including prior versions of these Terms.

b. Governing Law; Jurisdiction; Venue; Severability of Provisions. The Terms are governed by the laws of the State of Florida without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to these Terms shall be brought exclusively in the federal or state courts located in Florida, and the parties hereby consent to the personal jurisdiction and venue of such courts. All parts of these Terms apply to the maximum extent permitted by law. We both agree that if any provision of these Terms is found by a court of competent jurisdiction to be unenforceable as written, then that part will be replaced with terms that most closely match the intent of the unenforceable provision to the extent permitted by law. The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

c. No Agency Relationship. Neither these Terms, nor any Content, materials, or features of the Services create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.

d. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your use of the Services or your relationship with Company must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

e. Remedies. You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.