Padlck Terms of Service
These Padlck Terms of Service were last revised on April 12, 2017.
TSL Media, Inc. (the “Company”) is currently developing, marketing and operating a Software-as-a-Service platform under the brand name Padlck for online management of script-based projects in the media and entertainment industry (film/television/digital).
These Terms of Service (“TOS”) govern access to and use of the Padlck online software ("Software") and services (together, the "Services" or "Padlck"). By clicking “I have read and accepted the Terms of Service” checkbox on this or another Padlck web page or by using the Services, you (the “User”) agree to be bound by the TOS. If the User does not agree with any term or condition herein, the User should not check the “I have read and accepted the Terms of Service” checkbox on the TOS during the registration process or access the Services.
If you are accepting the TOS for use of the Services by an organization, you are agreeing to the TOS on behalf of that organization. You must have the authority to bind that organization to accept the TOS; otherwise you must not sign up for the Services.
If, at any time, the User does not wish to accept or assent to be bound by the TOS, the User may not use the Service. The latest versions of the TOS are available for review online at http://Padlck.com at any time.
- Provision of Services. User may access and use the Services by creating and logging into their Padlck user account (“Account”) in accordance with the TOS.
- Facilities and Data Processing. TSL will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process User Data. These measures are designed to protect the integrity of User Data and guard against the unauthorized or unlawful access to, use, and processing of User Data. User agrees that TSL may transfer, store, and process User Data in locations other than User's country. "User Data" means Stored Data and Account Data. "Stored Data" means the files and structured data submitted to the Services by the User. "Account Data" means the account and contact information submitted to the Services by the User.
- Modifications to the Services. TSL may update the Services from time to time. If TSL changes the Services in a manner that materially reduces their functionality, TSL will inform User via the email address associated with the account.
- Software. User may use the Padlck Software only to access the Services. If any component of the Software is offered under an open source license, TSL will make the license available to User and the provisions of that license may expressly override some of the terms of this agreement.
- User Obligations.
- Compliance. User is responsible for his own use of the Services. User must use the Services in compliance with the Acceptable Use terms herein. User will comply with laws and regulations applicable to User's use of the Services, if any.
- Acceptable Use. User represents, warrants and agrees that no User Data of any kind posted through the User’s Account or otherwise shared by the User on or through the Services will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; be in violation of any law or used in furtherance of any such violation; or contain libelous, defamatory or otherwise unlawful material. In addition, the Users agree not to use the Services to:
- In any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services.
- Post or otherwise make available any content that TSL deems be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, fraudulent, or invasive of privacy or publicity rights.
- Impersonate any person or entity, or falsely state or otherwise misrepresent the User, the User’s age or affiliation with any other person or entity.
- Post or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
- Post or otherwise make available via the Services any private information of any third party, including addresses, phone numbers, email addresses, Social Security Numbers, credit card numbers or any other private information.
- Post or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any other computer software, hardware, telecommunications equipment or website.
- Post or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law.
- Use or attempt to use another User’s Account, without authorization from TSL, or create a false identity on the Service.
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to the Service by the User.
- Unauthorized Use & Access. User will prevent unauthorized use of the Services through their Account and terminate any unauthorized use of or access to the Services. The Services are not intended for Users under the age of 13. User will ensure that no person under 13 will use the User’s Account to access the Services. User will promptly notify TSL of any unauthorized use of or access to the Services.
- Restricted Uses. User will not (i) sell, resell, or lease the Services; (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; or (iii) reverse engineer the Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law.
- Third Party Requests.
- "Third Party Request" means a request from a third party for records relating to the User's use of the Services including information in or from the User or User's Account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from the User permitting a disclosure.
- User is responsible for responding to Third Party Requests via its own access to information. User will seek to obtain information required to respond to Third Party Requests and will contact TSL only if it cannot obtain such information despite diligent efforts.
- TSL will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify User of TSL's receipt of a Third Party Request; (B) comply with User's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide User with information or tools required for User to respond to the Third Party Request (if User is otherwise unable to obtain the information). If User fails to promptly respond to any Third Party Request, then TSL may, but will not be obligated to do so.
Third-Party Services. If User uses any third-party service (e.g., a service that uses a TSL or Padlck API) with the Services, (a) TSL will not be responsible for any act or omission of the third party, including the third party's access to or use of User Data and (b) TSL does not warrant or support any service provided by the third party.
- Of User Accounts by TSL. If the User (i) violates this TOS or (ii) uses the Services in a manner that TSL reasonably believes will cause it liability, then TSL may suspend or terminate the applicable User account.
- Security Emergencies. Notwithstanding anything in this agreement, if there is a Security Emergency then TSL may automatically suspend use of the Services. TSL will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other users' use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third-party access to the Services.
Intellectual Property Rights.
- Reservation of Rights. Except as expressly set forth herein, this agreement does not grant (i) TSL any Intellectual Property Rights in User Data or (ii) User any Intellectual Property Rights in the Services or TSL trademarks and brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
- Limited Permission. User grants TSL only the limited rights that are reasonably necessary for TSL to offer the Services (e.g., hosting Stored Data). This permission also extends to trusted third parties TSL works with to offer the Services (e.g., payment provider used to process payment of fees).
- Suggestions. TSL may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions the User sends TSL or posts in TSL's forums without any obligation to User.
Fees & Payment.
- Fees. User will pay, and authorizes TSL to charge using User's selected payment method, for any and all applicable fees, as set forth during the registration process. Fees are non-refundable except as required by law. User is responsible for providing complete and accurate billing and contact information to TSL. TSL may suspend or terminate the Services if fees are past due.
- Auto Renewals and Trials. IF USER'S ACCOUNT IS SET TO AUTO RENEWAL OR IS IN A TRIAL PERIOD, TSL MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS USER NOTIFIES TSL THAT USER WANTS TO CANCEL OR DISABLE AUTO RENEWAL. TSL may revise Service rates by providing User at least 30 days notice prior to the next charge.
- Taxes. User is responsible for all taxes. TSL will charge tax when required to do so. If User is required by law to withhold any taxes, User must provide TSL with an official tax receipt or other appropriate documentation.
Term & Termination.
- Term. This TOS will remain in effect until User's subscription to the Services expires or terminates, or until the TOS is terminated.
- Termination for Breach. Either TSL or User may terminate this agreement if: (i) the other party is in material breach of the TOS and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
- Effects of Termination. If this TOS terminates: (i) the rights granted by TSL to User will cease immediately (except as set forth in this section); (ii) TSL may provide User access to its account at then-current fees so that User may access its Stored Data; and (iii) after a commercially reasonable period of time, TSL may delete any Stored Data relating to User's account. The following sections will survive expiration or termination of this agreement: 2(e) (Third Party Requests), 5 (Intellectual Property Rights), 6 (Fees & Payment), 7(c) (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous).
- By User. User will indemnify, defend, and hold harmless TSL from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against TSL and its affiliates regarding: (i) User Data; or (ii) User's use of the Services in violation of this agreement.
- By TSL. TSL will indemnify, defend, and hold harmless User from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against User to the extent based on an allegation that TSL's technology used to provide the Services to the User infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will TSL have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by TSL and (ii) any content, information, or data provided by User or other third parties.
- Possible Infringement. If TSL believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then TSL may: (i) obtain the right for User, at TSL's expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If TSL does not believe the options described in this section are commercially reasonable then TSL may suspend or terminate User's use of the affected Services (with a pro-rata refund of prepaid fees for the Services).
- General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE TSL’S AND USER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
Disclaimers. THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS TOS, NEITHER USER NOR TSL AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. USER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.
Limitation of Liability.
- Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR TSL OR USER'S INDEMNIFICATION OBLIGATIONS, NEITHER USER NOR TSL AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, TSL'S AGGREGATE LIABILITY UNDER THIS TOS WILL NOT EXCEED THE LESSER OF $25,000 OR THE AMOUNT PAID BY USER TO TSL HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- Informal Resolution. TSL wants to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in section 12(e). If a dispute is not resolved within 30 days of notice, User or TSL may bring a formal proceeding.
- Agreement to Arbitrate. User and TSL agree to resolve any claims relating to this TOS or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Wilmington (DE), or any other location both parties agree to in writing.
- Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the federal or state courts of New Castle County, Delaware solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both User and TSL consent to venue and personal jurisdiction there.
- NO CLASS ACTIONS. User may only resolve disputes with TSL on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
- Terms Modification. TSL may revise the TOS from time to time and the most current version will always be posted on the Padlck website. If a revision, in TSL's sole discretion, is material, TSL will notify User (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to TSL's blog or terms page, and User is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, User agrees to be bound by the revised TOS. If User does not agree to the revised TOS, User may terminate the Services within 30 days of receiving notice of the change.
- Entire Agreement. The TOS, including User's order confirmation, constitutes the entire agreement between User and TSL with respect to the subject matter of the TOS and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of theTOS.
- Governing Law. THE AGREEMENT WILL BE GOVERNED BY DELAWARE LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
- Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the TOS will remain in full effect.
- Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to User may also be sent to the applicable account email address and are deemed given when sent. Notices to TSL must be sent to TSL Media, Inc., 8228 Sunset Blvd, Suite 106, West Hollywood, CA 90046.
- Waiver. A waiver of any default is not a waiver of any subsequent default.
- Assignment. User may not assign or transfer the TOS or any rights or obligations under this agreement without the written consent of TSL. TSL may not assign these TOS without providing notice to User, except TSL may assign these TOS or any rights or obligations under these TOS to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
- No Agency. TSL and User are not legal partners or agents, but are independent contractors.
- Force Majeure. Except for payment obligations, neither TSL nor User will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
- No Third-Party Beneficiaries. There are no third-party beneficiaries to this agreement.
- Export Restrictions. The export and re-export of User Data via the Services may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Services may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States and User must not use the Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, User must ensure that the Services are not provided to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.