VideoScribe: Terms and Conditions

VideoScribe: Terms and Conditions

Welcome to the VideoScribe terms and conditions portal. To jump to the specific terms relevant for you, simply click the links below.

VIDEOSCRIBE TERMS & CONDITIONS

Last updated: 24 March 2021

These terms apply to the desktop version of the software.

You, the subscriber, agree to be bound by these terms, to comply with them, and to ensure that all your users (as defined below) comply with them. They continue to apply after your subscription has ended. Please note that they include terms which exclude and restrict our liability even if we have been negligent.

Note: An individual who accepts these terms on behalf of another person (whether a company, a firm or another individual) will be personally liable to Sparkol if he or she does not have the authority to bind that other person to these terms as the subscriber.

The software is made available by us, Sparkol Ltd, a company incorporated in England and Wales (number 06762963). Our registered office is Unit 1.2 Temple Studios, Temple Gate, Bristol, England, BS1 6QA.

If you are a consumer user, please read the following:

Summary of some of your key rights:

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that you have a 14 day right to change your mind and get a full refund on your digital content. You do not have this right to cancel once access to the product has started provided you have been told this and have acknowledged this. 

The Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality.

  • if your digital content is faulty, you’re entitled to a repair or a replacement;

  • if the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some, or all of your money back;

  • if you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation.

This is a summary of some of your key rights. For detailed information from Citizens Advice, please visit www.citizensadvice.org.uk or call 03454 04 05 06.

The information in this summary box summarises some of your key rights. It is not intended to replace the agreement below which you should read carefully.

1    Interpretation

In these terms:

controller: has the meaning given to that term in the GDPR;

data protection laws: means

(a)      the Data Protection Act 2018;

(b)      the GDPR, and/or any corresponding or equivalent national laws or regulations; and

(c)      any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above data protection laws from time to time;

GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679;

personal data: has the meaning given to that term in the GDPR;

premium content: means any Sparkol content that we have identified as premium content on our website or in an app;

product description: means the description of the app, the Sparkol content, and the services we provide in connection with the app which appears on our websites (including www.sparkol.comwww.videoscribe.cowww.tawe.cowww.storypix.co.uk);

project: means a collection and sequence of images (still or moving) of any kind, text, data, music, speech and other sounds created or used with the app by one or more of your users under your app account which has been produced by, or is intended to be used with, the app as a single entity; projects may be known by another name, such as “scribes” or “tawes”;

software: means the code that provides the software’s functionality and the Sparkol content;

Sparkol content: means any images (still or moving) of any kind, text, music, speech and other sounds made available by us for use with the app code, including premium content;

subscription: includes continuing use of the software in return for a single payment, where that payment plan has been offered by Sparkol and accepted by you;

you: means the person who has subscribed to the software, which may be a company, a firm or an individual;

your users: means you and anyone else who uses the software through your account and either does so with your permission or works for you;

your content: means any images (still or moving) of any kind, text, music, speech and other sounds, and data used with the software by your users, except those which are Sparkol content.

Any use of the software or your projects by your users is deemed to be use by you; any act or omission by your users in relation to the software is deemed to be your act or omission; any project created or used by your users is deemed to be your project; premium content acquired by your users is deemed to have been acquired by you; your users’ authorisation of a premium content download is deemed to be your authorisation; references to “your use” and “your project” in these terms and our acceptable use policy include any use by your users and any project created or used by your users;

“we” and “us” refer to Sparkol and “our” means “Sparkol’s”;

“person” includes an individual, a partnership and a corporation of any kind, no matter where in the world he or it is resident, domiciled, incorporated or established;

A reference to your subscription ending includes its termination;

Examples introduced by the words “including”, “include” or any similar expression only emphasise that those examples are included and do not limit the sense of any preceding words;

A reference to the singular or the plural includes both, and a reference to any gender includes all genders;

A reference to a statute or a statutory provision is to that statute or provision as it is in force from time to time.

2    The software and our services

2.1    The software, the Sparkol content and the services we provide in connection with the software, are as described in the product description.

2.2    Except to the extent that any such term is to be treated as being included by virtue of the Consumer Rights Act 2015 and cannot be excluded, it is not a term of your agreement with us that the software is of satisfactory quality or has any functionality that is not described in the product description, or that we will correct any defects in the software or develop it further.

2.3    Subject to the Consumer Rights Act 2015, we may remove any functionality from the software without providing any reason or warning. If we remove any material functionality from the software, you may terminate your subscription to it.

2.4    We have exercised reasonable care and reasonable skill in creating the software, and we have the right to allow you to use it in accordance with these terms. We will provide our services with reasonable care and reasonable skill, but it is not a term of your agreement with us that those services will achieve any particular outcome.

2.5    You authorise the installation of software and software updates on your users’ devices, and the exchange of information between your users’ devices and our systems, for the purposes of enabling the software to function and improving it.

2.6    The payment terms are set out in the Sparkol subscription payment terms.

3    Use of the software

3.1    You must use the software only as permitted by these terms and within the scope of your subscription.

3.2    You must ensure that the number of your users does not exceed the number permitted by your subscription and that each of your users: works for you; has read and accepted these terms; uses the software only on your behalf; complies with our acceptable use policy.

3.3    You must ensure that only one individual knows the primary username and associated password for your software account, and that each of your users keeps his own password secret.

3.4    Unless and until you tell us that you believe someone is using the software through your software account without your permission, anyone using it through your software account is deemed to be one of your users and you will be liable for that use. This does not apply if that person does not work for you and did not acquire a username or password through you, your authorised users or anyone who works for you, but it is for you to prove that this is the case.

3.5    While your subscription is current:

    (a)    You may use the software to create, edit and use your projects;

    (b)    You may store your projects on our system or your system;

    (c)    You may charge anyone for using your projects (but not the software).

3.6    Once your subscription has ended:

    (a)    You will still be able to use projects which you have exported - such as rendered video files - and stored on your system, but you will not be able to access or use any other projects or create new ones;

    (b)    You must not sell your projects or charge or receive payments from anyone for using your projects;

    (c)    We may retain any of your projects which are on our system for as long as we wish but we may permanently delete any of your projects from our system without warning.

3.7    You must not charge anyone for using the software or allow anyone to use the software except for the purposes of viewing or using your projects.

3.8    Sparkol content may only be used for creating and using projects with the software. In particular, it may not be used directly with any other software or in any marketing materials.

3.9    You must not use the software, or create or use a project, in any way that infringes any rights of any third party or in connection with any offence, libel or slander, or in any way that is unlawful, unreasonably causes any person distress or offence, or brings our name into disrepute.

3.10    You must not modify the software in any way, combine it with any other software, or give any indication that it is anything other than a software that has been created and distributed by Sparkol.

4    Google Fonts

4.1    We use Google Fonts in the Services. Where you use the Google Fonts as part of your videos you must ensure that your use of the Google Fonts complies with the licensing terms that are applicable to the relevant font which can be found at the following distribution list: https://fonts.google.com/attribution.

4.2    We shall not be liable for any breach by you of the licence terms of the Google Fonts that you use in your videos or content.

5    Premium content

5.1    Premium content can be used in your projects for an additional charge. The charge will be shown when the premium content is selected and if you authorise that charge with your password we will collect it using the payment method you have registered for your account. If you set an authorisation period for your password, we will collect the charges for all premium content downloaded during that period (or until you log out of your account if that happens first). It may take up to five (5) working days for each order and payment to be processed, but the premium content can be used straight away.

5.2    Premium content may have been provided by a third party, but where that is the case we have the right to allow you to use it in accordance with these terms.

5.3    We reserve the right to reject any order for premium content any reason. If you have already paid, we will refund the full amount as soon as possible.

5.4    You acknowledge that as you will obtain the premium content straight away, you will lose your statutory right to cancel the transaction within fourteen (14) days. However, we will refund your payment for any premium content that is defective provided you notify us of the defect within fourteen (14) days of it being downloaded. This does not affect your statutory rights in respect of defective premium content.

6    Software-specific terms

The terms in this clause 6 only apply to the software and/or premium content mentioned:

VideoScribe

6.1    You will be charged each time you download any premium content, even if you have already paid for the same item, but if you store it on your system you may use it within any number of VideoScribe projects without having to pay a further charge.

7    Intellectual property rights

7.1    We will not acquire any rights to your projects or your content except that you authorise us to use your projects, both while your subscription is current and after it has ended, in the course of making the software’s functionality available to you, providing our support services to you, and in promoting the software by showing the projects our users create.

7.2    Other than the right to access and use the software, you will not acquire any title, right, or interest to or in the software, all of which are retained by us or the persons who have licensed any parts of the software to us.

8    Technical protection measures

The software is protected by technical measures to prevent unauthorised use and you must not remove or circumvent any of them.

9    Exclusions and restrictions of our liability

9.1    We will not be liable for any of the following:

    (a)    Loss or damage resulting from the software not being available for use;

    (b)    Loss or damage resulting from the deletion of your projects from our system after your subscription has ended, or any costs and expenses associated with their reconstruction; 

    (d)    Indirect or consequential loss or damage; 

    (e)    Loss or damage of or to reputation, goodwill, business, revenue, profit or expected savings; 

    (f)    Loss or damage of or to any software or data (including your content and your projects) which you could reasonably have avoided by making a backup copy of it; 

    (g)    Any unauthorised access to, or use or disclosure of, your content or projects by any person who is not associated with us except to the extent that the resulting loss and damage is recoverable under the General Data Protection Regulation; 

    (h)    Any fine, penalty, tax or other levy imposed on you or another user by any court, tribunal or regulator (including the UK Information Commissioner) in connection with your projects or your use of the software; 

Any costs or expenses incurred by you or your users in avoiding or dealing with any investigation, action or proceedings brought by or before any regulator (including the UK Information Commissioner) in connection with your projects or your use of the software.

9.2    We will not be in breach of contract, or liable in any way whatsoever, for failing to discharge our obligations, or for doing so late, to the extent that our failure or delay is a consequence of any failure on your part to discharge your obligations, or any delay on your part in doing so, or any cause that is beyond our reasonable control.

9.3    Our total liability for all loss, damage, costs and expenses resulting from, arising out of, or relating to your use of the software or your agreement with us will be limited to the higher of: (i) £1,000; and (ii) the total subscription charges you have paid for the software for the subscription year in which the event (or, where there are a number of connected or related events, the first of them) giving rise to the loss or damage occurred. When applying these limits, any liability that is unrestricted by virtue of clause 9.5 is to be taken into account first, so that our liability for any other loss, damage, costs and expenses may be reduced or even extinguished. A “subscription year” is a period of one year starting with your payment of the first subscription charge for the software or any anniversary of that date.

9.4    The exclusions and restrictions of our liability in this clause 9 cover all loss, damage, costs and expenses of the kind described no matter what the basis for our liability, and even if they result from our negligence or from other negligence for which we would otherwise be liable.

9.5    These terms do not affect or restrict any right or remedy which you might have, or any liability which we might have, for any of the following: personal injury resulting from negligence, whether or not it results in death; a breach of any term implied by section 2 of the Supply of Goods and Services Act 1982; a breach of any term which has to be treated as being included in your agreement with us by virtue of sections 34, 35, 36, 37, 41, 49, 50, 51 or 52 of the Consumer Rights Act 2015; fraud, fraudulent statements and fraudulent misrepresentations.

10    Indemnity

If you are a business user (i.e. you are not a consumer user), you agree to reimburse us in respect of all loss, damage, reasonable costs and reasonable expenses which we suffer or incur as a consequence of your breach of these terms. Your liability for our costs and expenses under this clause 10 is to be assessed on the court’s “indemnity basis” rather than the “standard basis”, and you agree to pay them even if you would not otherwise be liable for them.

11    Personal data

11.1    We are the controller of personal data used in the provision of your subscription, and we will process such personal data in accordance with our privacy statement and data protection laws.

11.2    If you are a corporate entity which is subject to Chapter V of the GDPR and that transfers personal data from the EEA to Sparkol in the UK, the Standard Contractual Clauses available here will apply and will be incorporated into and form part of this agreement between us.

11.3    Our third party hosting provider is Amazon Web Services and the software is hosted in the USA. We rely on Standard Contractual Clauses in place between Sparkol and Amazon Web Services which provide an appropriate safeguard for the transfer of personal data outside of the European Economic Area and UK.

12    When we may terminate your subscription or close your software account

12.1    We may terminate your subscription, close your software account and/or prevent your access to and use of the software or your projects without any liability to you in any of the following circumstances:

    (a)    If you fail to pay any monies due to us in connection with the software by the due date; 

    (b)    If you breach any of these terms in any way; 

    (c)    If you use the software or your projects in any way which, in our reasonable opinion, is in breach of these terms; 

    (d)    If a third party threatens to start legal proceedings against us based on any of your projects or your use of the software; 

    (e)    If you challenge or dispute any of our rights in or to the software or any Sparkol content, or the rights of any persons who have licensed any parts of the software or Sparkol content to us. 

12.2    We may, at our absolute discretion, terminate your subscription, close your account and prevent your use of the software or your projects without giving any reason or warning, but in this case we will refund any monies you have paid in respect of any future period.

13    General terms

13.1    We may analyse your use of the software for our own business purposes.

13.2    We may use your name and trademarks in our marketing materials to identify you as a user of the software.

13.3    We may freely assign the benefit of your agreement with us.

13.4    If these terms require you not to do something, you must not attempt to do it or allow, assist or encourage any other person to do it.

13.5    These written terms, and any which have to be treated as being included by virtue of the Consumer Rights Act 2015 and/or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, form the whole agreement you have with us. You confirm and promise that you have not relied on anything else (apart from any trial of the software you may have had) when deciding to enter into that agreement, and that you will not claim otherwise.

13.6    Our acceptance of your subscription charges, and our permitting your users to use the software, will not prevent us from exercising any right or remedy we may have in respect of your breach of these terms even if we are aware of the breach at the time, and you agree not to claim that it does.

13.7    Only you and we (and our successors in title) may enforce these terms, and we do not need any third party’s consent before changing them or terminating the agreement you have with us.

13.8    We may change these terms at any time in order to comply with any law, regulation or court order, and both you and we will be legally bound by those changes when we have told you about them.

13.9    We may change these terms at any time, without giving any reason, and both you and we will be legally bound by those changes when we have told you about them unless you end your subscription within 7 days.

13.10    If any provision of this agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this agreement shall not be affected.

13.11    If any provision of this agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted, the provision or part-provision in question shall apply with such deletions as may be necessary to make the provision legal, valid and enforceable.

13.12    The laws of England and Wales apply to this agreement. If you want to take court proceedings, the relevant courts of the jurisdiction in which you live will have non-exclusive jurisdiction in relation to this agreement.

Our contact details are shown below: Unit 1.2 Temple Studios, Temple Gate, Bristol, England, BS1 6QA. legal@sparkol.com +44 (0)117 332 0999

VideoScribe Terms: FREE TRIAL USERS

You agree to be bound by these terms and to comply with them. They continue to apply after your free trial has ended. Please note that they include terms which exclude and restrict our liability even if we have been negligent.

Note: An individual who accepts these terms on behalf of another person (whether a company, a firm or another individual) will be personally liable to Sparkol if he or she does not have the authority to bind that other person to these terms.

The app is made available by us, Sparkol Ltd, a company incorporated in England and Wales (number 06762963). Our registered office and main trading address is Unit 1.2 Temple Studios, Temple Gate, Bristol, England, BS1 6QA).

1 Interpretation

In these terms:

app: means the code that provides the app’s functionality and the Sparkol content;

product description: means the description of the app, the Sparkol content, and the services we provide in connection with the app which appears on our websites (including www.sparkol.comwww.videoscribe.cowww.tawe.cowww.storypix.co.uk);

project: means a collection and sequence of images (still or moving) of any kind, text, data, music, speech and other sounds created or used with the app by you which has been produced by, or is intended to be used with, the app as a single entity; projects may be known by another name, such as “scribes” or “tawes”;

Sparkol content: means any images (still or moving) of any kind, text, music, speech and other sounds made available by us for use with the app code;

you: means the person in whose name the free trial has been taken, which may be a company, a firm or an individual;

your content: means any images (still or moving) of any kind, text, music, speech and other sounds, and data used with the app by you, except those which are Sparkol content;

“we” and “us” refer to Sparkol and “our” means “Sparkol’s”;

“person” includes an individual, a partnership and a corporation of any kind, no matter where in the world he or it is resident, domiciled, incorporated or established;

A reference to your free trial ending includes its termination;

Examples introduced by the words “including”, “include” or any similar expression only emphasise that those examples are included and do not limit the sense of any preceding words;

A reference to the singular or the plural includes both, and a reference to any gender includes all genders;

A reference to a statute or a statutory provision is to that statute or provision as it is in force from time to time.

2 The app and our services

2.1 The app, the Sparkol content and the services we provide in connection with the app, are as described in the product description.

2.2 Except to the extent that any such term is to be treated as being included by virtue of the Consumer Rights Act 2015 and cannot be excluded, it is not a term of your agreement with us that the app is of satisfactory quality or has any functionality that is not described in the product description, or that we will correct any defects in the app or develop it further.

2.3 Subject to the Consumer Rights Act 2015, we may remove any functionality from the app without providing any reason or warning.

2.4 We have exercised reasonable care and reasonable skill in creating the app, and we have the right to allow you to use it in accordance with these terms. We will provide our services with reasonable care and reasonable skill, but it is not a term of your agreement with us that those services will achieve any particular outcome.

2.5 You authorise the installation of software and software updates on your devices, and the exchange of information between your devices and our systems, for the purposes of enabling the app to function and improving it.

3 Use of the app

3.1 You must use the app only as permitted by these terms and within the scope of your free trial.

3.2 You must keep your username and password secret.

3.3 Unless and until you tell us that you believe someone is using the app through your app account without your permission, you will be liable for that use. This does not apply if that person does not work for you and did not acquire a username or password through you or anyone who works for you, but it is for you to prove that this is the case.

3.4 While your free trial is current you may use the app to create, edit and use your projects and you may store your projects on our system or your system.

3.5 Once your free trial has ended:

(a) You will still be able to use projects which you have exported - such as rendered video files - and stored on your system, but you will not be able to access or use any other projects or create new ones;

(b) We may retain any of your projects which are on our system for as long as we wish but we may permanently delete any of your projects from our system without warning.

3.6 You must not charge anyone for using the app or allow anyone to use the app except for the purposes of viewing or using your projects.

3.7 You must not sell your projects or charge or receive payments from anyone for using your projects;

3.8 Sparkol content may only be used for creating and using projects with the app. In particular, it may not be used directly with any other software or in any marketing materials.

3.9 You must not use the app, or create or use a project, in any way that infringes any rights of any third party or in connection with any offence, libel or slander, or in any way that is unlawful, unreasonably causes any person distress or offence, or brings our name into disrepute.

3.10 You must not modify the app in any way, combine it with any other software, or give any indication that it is anything other than an app that has been created and distributed by Sparkol.

4 Google Fonts

4.1 We use Google Fonts in the Services. Where you use the Google Fonts as part of your videos you must ensure that your use of the Google Fonts complies with the licensing terms that are applicable to the relevant font which can be found at the following distribution list: https://fonts.google.com/attribution.

4.2 We shall not be liable for any breach by you of the licence terms of the Google Fonts that you use in your videos or content.

5 App-specific terms

The terms in this clause 5 only apply to the apps mentioned:

VideoScribe

You must not remove the VideoScribe logo from your projects or alter it in any way.

6 Intellectual property rights

6.1 We will not acquire any rights to your projects or your content except that you authorise us to use your projects, both while your free trial is current and after it has ended, in the course of making the app’s functionality available to you and providing our support services to you.

6.2 You will not acquire any title, right, or interest to or in the app, all of which are retained by us or the persons who have licensed any parts of the app to us.

7 Technical protection measures

The app is protected by technical measures to prevent unauthorised use and you must not remove or circumvent any of them.

8 Exclusions and restrictions of our liability

8.1 We will not be liable for any of the following:

(a) Loss or damage resulting from the app not being available for use;

(b) Loss or damage resulting from the deletion of your projects from our system after your free trial has ended, or any costs and expenses associated with their reconstruction; 

(c) Indirect or consequential loss or damage; 

(d) Loss or damage of or to reputation, goodwill, business, revenue, profit or expected savings; 

(e) Loss or damage of or to any software or data (including your content and your projects) which you could reasonably have avoided by making a backup copy of it; 

(f) Any unauthorised access to, or use or disclosure of, your content or projects by any person who is not associated with us except to the extent that the resulting loss and damage is recoverable under the Data Protection Act; 

(g) Any fine, penalty, tax or other levy imposed by any court, tribunal or regulator (including the UK Information Commissioner) in connection with your projects or your use of the app; 

(h) Any costs or expenses incurred by you in avoiding or dealing with any investigation, action or proceedings brought by or before any regulator (including the UK Information Commissioner) in connection with your projects or your use of the app. 

8.2 We will not be in breach of contract, or liable in any way whatsoever, for failing to discharge our obligations, or for doing so late, to the extent that our failure or delay is a consequence of any failure on your part to discharge your obligations, or any delay on your part in doing so, or any cause that is beyond our reasonable control.

8.3 As the app is being made available free of charge for you to evaluate, our total aggregate liability in respect of all loss, damage, costs and expenses resulting from, arising out of, or relating to your use of the app or your agreement with us is limited to £50. When applying this limit, any liability that is unrestricted by virtue of clause 8.5 is to be taken into account first, so that our liability for any other loss, damage, costs and expenses may be reduced or even extinguished.

8.4 The exclusions and restrictions of our liability in this clause 8 cover all loss, damage, costs and expenses of the kind described no matter what the basis for our liability, and even if they result from our negligence or from other negligence for which we would otherwise be liable.

8.5 These terms do not affect or restrict any right or remedy which you might have, or any liability which we might have, for any of the following: personal injury resulting from negligence, whether or not it results in death; a breach of any term implied by section 2 of the Supply of Goods and Services Act 1982; a breach of any term which has to be treated as being included in your agreement with us by virtue of sections 34, 35, 36, 37, 41, 49, 50, 51 or 52 of the Consumer Rights Act 2015; fraud, fraudulent statements and fraudulent misrepresentations.

9 Indemnity

You agree to reimburse us in respect of all loss, damage, reasonable costs and reasonable expenses which we suffer or incur as a consequence of your breach of these terms. Your liability for our costs and expenses under this clause 9 is to be assessed on the court’s “indemnity basis” rather than the “standard basis”, and you agree to pay them even if you would not otherwise be liable for them.

10 Personal data

10.1 We are the controller of personal data used in the provision of your free trial, and we will process such personal data in accordance with our privacy statement and data protection laws. 

10.2 If you are a corporate entity which is subject to Chapter V of the GDPR and that transfers personal data from the EEA to Sparkol in the UK, the Standard Contractual Clauses available here will apply and will be incorporated into and form part of this agreement between us. 

10.3 Our third party hosting provider is Amazon Web Services and the software is hosted in the USA. We rely on Standard Contractual Clauses in place between Sparkol and Amazon Web Services which provide an appropriate safeguard for the transfer of personal data outside of the European Economic Area and UK.

11 When we may terminate your free trial or close your app account

11.1 We may terminate your free trial, close your app account and/or prevent your access to and use of the app or your projects without any liability to you in any of the following circumstances:

(a) If you breach any of these terms in any way;

(b) If you use the app or your projects in any way which, in our reasonable opinion, is in breach of these terms;

(c) If a third party threatens to start legal proceedings against us based on any of your projects or your use of the app;

(d) If you challenge or dispute any of our rights in or to the app or any Sparkol content, or the rights of any persons who have licensed any parts of the app or Sparkol content to us.

11.2 We may, at our absolute discretion and without any liability to you, terminate your free trial, close your app account and prevent your use of the app or your projects without giving any reason or warning.

12 General terms

12.1 We may analyse your use of the app for our own business purposes.

12.2 We may use your name and trademarks in our marketing materials to identify you as a user of the app.

12.3 We may freely assign the benefit of your agreement with us.

12.4 If these terms require you not to do something, you must not attempt to do it or allow, assist or encourage any other person to do it.

12.5 These written terms, and any which have to be treated as being included by virtue of the Consumer Rights Act 2015 and/or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, form the whole agreement you have with us. You confirm and promise that you have not relied on anything else when deciding to enter into that agreement, and that you will not claim otherwise.

12.6 Our permitting you to use the app will not prevent us from exercising any right or remedy we may have in respect of your breach of these terms even if we are aware of the breach at the time, and you agree not to claim that it does.

12.7 Only you and we (and our successors in title) may enforce these terms, and we do not need any third party’s consent before changing them or terminating the agreement you have with us.

12.8 We may change these terms at any time in order to comply with any law, regulation or court order, and both you and we will be legally bound by those changes when we have told you about them.

12.9 We may change these terms at any time, without giving any reason, and both you and we will be legally bound by those changes when we have told you about them.

12.10 Every aspect of your agreement with us (including its formation and effect) is governed by English law and the English courts are to have exclusive jurisdiction over any dispute (contractual or otherwise) relating to, or arising out of, the agreement, the app, or your use of it. As an exception, you or we may apply to any court which would otherwise have jurisdiction for an injunction (or an equivalent or similar order) to restrain the other one from infringing its rights or breaching the agreement.

VideoScribe Terms: FREE VERSION USERS

You agree to be bound by these terms and to comply with them. They continue to apply after you have stopped using the app. Please note that they include terms which exclude and restrict our liability even if we have been negligent.

Note: An individual who accepts these terms on behalf of another person (whether a company, a firm or another individual) will be personally liable to Sparkol if he or she does not have the authority to bind that other person to these terms

The app is made available by us, Sparkol Ltd, a company incorporated in England and Wales (number 06762963). Our registered office and main trading address is Unit 1.2 Temple Studios, Temple Gate, Bristol, England, BS1 6QA.

1 Interpretation

In these terms:

app: means the code that provides the app’s functionality and the Sparkol content;

product description: means the description of the app, the Sparkol content, and the services we provide in connection with the app which appears on our websites (including www.sparkol.comwww.videoscribe.cowww.tawe.cowww.storypix.co.uk);

project: means a collection and sequence of images (still or moving) of any kind, text, data, music, speech and other sounds created or used with the app by you which has been produced by, or is intended to be used with, the app as a single entity; projects may be known by another name, such as “scribes”, “stories” or “tawes”;

Sparkol content: means any images (still or moving) of any kind, text, music, speech and other sounds made available by us for use with the app code;

you: means the person in whose name the app has been registered, which may be a company, a firm or an individual;

your content: means any images (still or moving) of any kind, text, music, speech and other sounds, and data used with the app by you, except those which are Sparkol content;

“we” and “us” refer to Sparkol and “our” means “Sparkol’s”;

“person” includes an individual, a partnership and a corporation of any kind, no matter where in the world he or it is resident, domiciled, incorporated or established;

A reference to your free trial ending includes its termination;

Examples introduced by the words “including”, “include” or any similar expression only emphasise that those examples are included and do not limit the sense of any preceding words;

A reference to the singular or the plural includes both, and a reference to any gender includes all genders;

A reference to a statute or a statutory provision is to that statute or provision as it is in force from time to time.

2 The app and our services

2.1 The app, the Sparkol content and the services we provide in connection with the app, are as described in the product description.

2.2 Except to the extent that any such term is to be treated as being included by virtue of the Consumer Rights Act 2015 and cannot be excluded, it is not a term of your agreement with us that the app is of satisfactory quality or has any functionality that is not described in the product description, or that we will correct any defects in the app or develop it further.

2.3 Subject to the Consumer Rights Act 2015, we may remove any functionality from the app without providing any reason or warning.

2.4 We have exercised reasonable care and reasonable skill in creating the app, and we have the right to allow you to use it in accordance with these terms. We will provide our services with reasonable care and reasonable skill, but it is not a term of your agreement with us that those services will achieve any particular outcome.

2.5 You authorise the installation of software and software updates on your devices, and the exchange of information between your devices and our systems, for the purposes of enabling the app to function and improving it.

3 Use of the app

3.1 You must use the app only as permitted by these terms.

3.2 You must keep your username and password secret.

3.3 Unless and until you tell us that you believe someone is using the app through your app account without your permission, you will be liable for that use. This does not apply if that person does not work for you and did not acquire a username or password through you or anyone who works for you, but it is for you to prove that this is the case.

3.4 While your free trial is current you may use the app to create, edit and use your projects and you may store your projects on our system or your system.

3.5 Once your free trial has ended:

(a) You will still be able to use projects which you have exported - such as rendered video files - and stored on your system, but you will not be able to access or use any other projects or create new ones;

(b) We may retain any of your projects which are on our system for as long as we wish but we may permanently delete any of your projects from our system without warning.

3.6 You must not charge anyone for using the app or allow anyone to use the app except for the purposes of viewing or using your projects.

3.7 You must not sell your projects or charge or receive payments from anyone for using your projects;

3.8 Sparkol content may only be used for creating and using projects with the app. In particular, it may not be used directly with any other software or in any marketing materials.

3.9 You must not use the app, or create or use a project, in any way that infringes any rights of any third party or in connection with any offence, libel or slander, or in any way that is unlawful, unreasonably causes any person distress or offence, or brings our name into disrepute.

3.10 You must not modify the app in any way, combine it with any other software, or give any indication that it is anything other than an app that has been created and distributed by Sparkol.

4 App-specific terms

The terms in this clause 4 only apply to the apps mentioned:

VideoScribe

You must not remove the VideoScribe logo from your projects or alter it in any way.

5 Intellectual property rights

5.1 We will not acquire any rights to your projects or your content except that you authorise us to use your projects in the course of making the app’s functionality available to you and providing our support services to you.

5.2 You will not acquire any title, right, or interest to or in the app, all of which are retained by us or the persons who have licensed any parts of the app to us.

6 Technical protection measures

The app is protected by technical measures to prevent unauthorised use and you must not remove or circumvent any of them.

7 Exclusions and restrictions of our liability

7.1 We will not be liable for any of the following:

(a) Loss or damage resulting from the app not being available for use;

(b) Loss or damage resulting from the deletion of your projects from our system or any costs and expenses associated with their reconstruction; 

(c) Indirect or consequential loss or damage; 

(d) Loss or damage of or to reputation, goodwill, business, revenue, profit or expected savings; 

(e) Loss or damage of or to any software or data (including your content and your projects) which you could reasonably have avoided by making a backup copy of it; 

(f) Any unauthorised access to, or use or disclosure of, your content or projects by any person who is not associated with us except to the extent that the resulting loss and damage is recoverable under the Data Protection Act; 

(g) Any fine, penalty, tax or other levy imposed by any court, tribunal or regulator (including the UK Information Commissioner) in connection with your projects or your use of the app; 

(h) Any costs or expenses incurred by you in avoiding or dealing with any investigation, action or proceedings brought by or before any regulator (including the UK Information Commissioner) in connection with your projects or your use of the app. 

7.2 We will not be in breach of contract, or liable in any way whatsoever, for failing to discharge our obligations, or for doing so late, to the extent that our failure or delay is a consequence of any failure on your part to discharge your obligations, or any delay on your part in doing so, or any cause that is beyond our reasonable control.

7.3 As the app is being made available free of charge, our total aggregate liability in respect of all loss, damage, costs and expenses resulting from, arising out of, or relating to your use of the app or your agreement with us is limited to £50. When applying this limit, any liability that is unrestricted by virtue of clause 7.5 is to be taken into account first, so that our liability for any other loss, damage, costs and expenses may be reduced or even extinguished.

7.4 The exclusions and restrictions of our liability in this clause 7 cover all loss, damage, costs and expenses of the kind described no matter what the basis for our liability, and even if they result from our negligence or from other negligence for which we would otherwise be liable.

7.5 These terms do not affect or restrict any right or remedy which you might have, or any liability which we might have, for any of the following: personal injury resulting from negligence, whether or not it results in death; a breach of any term implied by section 2 of the Supply of Goods and Services Act 1982; a breach of any term which has to be treated as being included in your agreement with us by virtue of sections 34, 35, 36, 37, 41, 49, 50, 51 or 52 of the Consumer Rights Act 2015; fraud, fraudulent statements and fraudulent misrepresentations.

8 Indemnity

You agree to reimburse us in respect of all loss, damage, reasonable costs and reasonable expenses which we suffer or incur as a consequence of your breach of these terms. Your liability for our costs and expenses under this clause 8 is to be assessed on the court’s  “indemnity basis” rather than the “standard basis”, and you agree to pay them even if you would not otherwise be liable for them.

9 Personal data

9.1 We will comply with our privacy statement and the Data Protection Act 1998. We are registered as a data controller with the UK Information Commissioner: our registration number is ZA131361. Our privacy statement and the official register at www.ico.org.uk contain more information about the personal data we collect and hold as a data controller and how we use it in that capacity.

9.2 You are the data controller with regard to any personal data recorded in your content and projects and we are acting as your data processor with regard to such data. Except as required or permitted by law, we will only process that personal data as part of providing the app’s functionality and support services to you. You agree that we may transfer your content and projects to other companies and to countries outside the EEA (which may not have adequate laws for protecting that personal data) for storage and processing on our behalf in those countries provided we have appropriate contractual arrangements with those companies which restrict their use of your content and projects to the provision of their services to us.

10 When we may terminate your free trial or close your app account

10.1 We may terminate your use of the app, close your app account and/or prevent your access to and use of the app or your projects without any liability to you in any of the following circumstances:

(a) If you breach any of these terms in any way;

(b) If you use the app or your projects in any way which, in our reasonable opinion, is in breach of these terms;

(c) If a third party threatens to start legal proceedings against us based on any of your projects or your use of the app;

(d) If you challenge or dispute any of our rights in or to the app or any Sparkol content, or the rights of any persons who have licensed any parts of the app or Sparkol content to us.

10.2 We may, at our absolute discretion and without any liability to you, terminate your use of the app, close your app account and prevent your use of the app or your projects without giving any reason or warning.

11 General terms

11.1 We may analyse your use of the app for our own business purposes.

11.2 We may use your name and trademarks in our marketing materials to identify you as a user of the app.

11.3 We may freely assign the benefit of your agreement with us.

11.4 If these terms require you not to do something, you must not attempt to do it or allow, assist or encourage any other person to do it.

11.5 These written terms, and any which have to be treated as being included by virtue of the Consumer Rights Act 2015 and/or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, form the whole agreement you have with us. You confirm and promise that you have not relied on anything else when deciding to enter into that agreement, and that you will not claim otherwise.

11.6 Our permitting you to use the app will not prevent us from exercising any right or remedy we may have in respect of your breach of these terms even if we are aware of the breach at the time, and you agree not to claim that it does.

11.7 Only you and we (and our successors in title) may enforce these terms, and we do not need any third party’s consent before changing them or terminating the agreement you have with us.

11.8 We may change these terms at any time in order to comply with any law, regulation or court order, and both you and we will be legally bound by those changes when we have told you about them.

11.9 We may change these terms at any time, without giving any reason, and both you and we will be legally bound by those changes when we have told you about them.

11.10 Every aspect of your agreement with us (including its formation and effect) is governed by English law and the English courts are to have exclusive jurisdiction over any dispute (contractual or otherwise) relating to, or arising out of, the agreement, the app, or your use of it. As an exception, you or we may apply to any court which would otherwise have jurisdiction for an injunction (or an equivalent or similar order) to restrain the other one from infringing its rights or breaching the agreement.

VideoScribe Users: BETA USERS

You, the subscriber, agree to be bound by these terms, to comply with them, and to ensure that all your users (as defined below) comply with them. They continue to apply after your subscription has ended. Please note that they include terms which exclude and restrict our liability even if we have been negligent.

Note: An individual who accepts these terms on behalf of another person (whether a company, a firm or another individual) will be personally liable to Sparkol if he or she does not have the authority to bind that other person to these terms as the subscriber.

The app is made available by us, Sparkol Ltd, a company incorporated in England and Wales (number 06762963). Our registered office and main trading address is Unit 1.2 Temple Studios, Temple Gate, Bristol, England, BS1 6QA.

1 Interpretation

In these terms:

app: means the code that provides the app’s functionality and the Sparkol content;

premium content: means any Sparkol content that we have identified as premium content on our website or in an app;

product description: means the description of the app, the Sparkol content, and the services we provide in connection with the app which appears on our websites (including www.sparkol.comwww.videoscribe.cowww.tawe.cowww.storypix.co.uk);

project: means a collection and sequence of images (still or moving) of any kind, text, data, music, speech and other sounds created or used with the app by one or more of your users under your app account which has been produced by, or is intended to be used with, the app as a single entity; projects may be known by another name, such as “scribes” or “tawes”;

Sparkol content: means any images (still or moving) of any kind, text, music, speech and other sounds made available by us for use with the app code, including premium content;

you: means the person who has subscribed to the app, which may be a company, a firm or an individual;

your users: means you and anyone else who uses the app through your app account and either does so with your permission or works for you;

your content: means any images (still or moving) of any kind, text, music, speech and other sounds, and data used with the app by your users, except those which are Sparkol content;

Any use of the app or your projects by your users is deemed to be use by you; any act or omission by your users in relation to the app is deemed to be your act or omission; any project created or used by your users is deemed to be your project; premium content acquired by your users is deemed to have been acquired by you; your users’ authorisation of a premium content download is deemed to be your authorisation; references to “your use” and “your project” in these terms and our acceptable use policy include any use by your users and any project created or used by your users;

“we” and “us” refer to Sparkol and “our” means “Sparkol’s”;

“person” includes an individual, a partnership and a corporation of any kind, no matter where in the world he or it is resident, domiciled, incorporated or established;

A reference to your subscription ending includes its termination;

Examples introduced by the words “including”, “include” or any similar expression only emphasise that those examples are included and do not limit the sense of any preceding words;

A reference to the singular or the plural includes both, and a reference to any gender includes all genders;

A reference to a statute or a statutory provision is to that statute or provision as it is in force from time to time.

2 The app and our services

2.1 Sparkol content is as described in the product description, but the app may not work as described in the product description: it is not a finished product and it is still undergoing development and testing. It is being made available to you free of charge so that you may have early access to it and so that your users may contribute to its testing and submit their feedback on it with a view to influencing and speeding up its development. It is made available to you “as is”. In particular: its functionality may not be as described in the product description; it may not be of satisfactory quality; it may contain defects; it may not be fit for any particular purpose; it may not meet your requirements; it may not be compatible with your hardware or software; it may not be secure. Although we do not believe that it contains any serious defects, it may do and by downloading it you accept the risk that it may damage, destroy, corrupt or delete your hardware, software or data. You should not use the app with any personal data or confidential information if its loss, corruption or unauthorised disclosure might result in any loss, damage or distress to any person.

2.2 We do not provide any support service in connection with the app, but we may take account of any feedback your users may provide - this should be done by submitting a support ticket in the normal manner.

2.3 We do not undertake to correct any defects in the app or to develop it further and we may remove any functionality from the app without providing any reason or warning.

2.4 If we issue any updated versions of the app, this will be as part of our development and testing process and not as part of our service to you.

2.5 Except to the extent that any such term is to be treated as being included by virtue of the Consumer Rights Act 2015 and cannot be excluded, it is not a term of your agreement with us that the app is of satisfactory quality or has any functionality that is not described in the product description, or that we will correct any defects in the app or develop it further.

2.6 Subject to the Consumer Rights Act 2015, we may remove any functionality from the app without providing any reason or warning.

2.7 We have exercised reasonable care and reasonable skill in creating the app, and we have the right to allow you to use it in accordance with these terms. We will provide our services with reasonable care and reasonable skill, but it is not a term of your agreement with us that those services will achieve any particular outcome.

2.8 You authorise the installation of software and software updates on your users’ devices, and the exchange of information between your users’ devices and our systems, for the purposes of enabling the app to function and improving it.

3 Use of the app

3.1 You must use the app only as permitted by these terms and within the scope of your subscription.

3.2 You must ensure that the number of your users does not exceed the number permitted by your subscription and that each of your users: works for you; has read and accepted these terms; uses the app only on your behalf; complies with our acceptable use policy; has agreed that we may use information about him in accordance with our privacy statement.

3.3 You must ensure that only one individual knows the primary username and associated password for your app account, and that each of your users keeps his own password secret.

3.4 Unless and until you tell us that you believe someone is using the app through your app account without your permission, anyone using it through your app account is deemed to be one of your users and you will be liable for that use. This does not apply if that person does not work for you and did not acquire a username or password through you, your authorised users or anyone who works for you, but it is for you to prove that this is the case.

3.5 While your subscription is current:

(a) You may use the app to create, edit and use your projects;

(b) You may store your projects on our system or your system;

(c) You may charge anyone for using your projects (but not the app).

3.6 Once your subscription has ended:

(a) You will still be able to use projects which you have exported - such as rendered video files - and stored on your system, but you will not be able to access or use any other projects or create new ones;

(b) You must not sell your projects or charge or receive payments from anyone for using your projects;

(c) We may retain any of your projects which are on our system for as long as we wish but we may permanently delete any of your projects from our system without warning.

3.7 You must not charge anyone for using the app or allow anyone to use the app except for the purposes of viewing or using your projects.

3.8 Sparkol content may only be used for creating and using projects with the app. In particular, it may not be used directly with any other software or in any marketing materials.

3.9 You must not use the app, or create or use a project, in any way that infringes any rights of any third party or in connection with any offence, libel or slander, or in any way that is unlawful, unreasonably causes any person distress or offence, or brings our name into disrepute.

3.10 You must not modify the app in any way, combine it with any other software, or give any indication that it is anything other than an app that has been created and distributed by Sparkol.

4 Premium content

4.1 Premium content can be used in your projects for an additional charge. The charge will be shown when the premium content is selected and if you authorise that charge with your password we will collect it using the payment method you have registered for your app account. If you set an authorisation period for your password, we will collect the charges for all premium content downloaded during that period (or until you log out of your account if that happens first). It may take up to five (5) working days for each order and payment to be processed, but the premium content can be used straight away.

4.2 Premium content may have been provided by a third party, but where that is the case we have the right to allow you to use it in accordance with these terms.

4.3 We reserve the right to reject any order for premium content any reason. If you have already paid, we will refund the full amount as soon as possible.

4.4 You acknowledge that as you will obtain the premium content straight away, you will lose your statutory right to cancel the transaction within 14 days. However, we will refund your payment for any premium content that is defective provided you notify us of the defect within fourteen (14) days of it being downloaded. This does not affect your statutory rights in respect of defective premium content.

5 App-specific terms

The terms in this clause 5 only apply to the apps and/or premium content mentioned:

VideoScribe

5.1 You will be charged each time you download any premium content, even if you have already paid for the same item, but if you store it on your system you may use it within any number of VideoScribe projects without having to pay a further charge.

6 Intellectual property rights

6.1 We will not acquire any rights to your projects or your content except that you authorise us to use your projects, both while your subscription is current and after it has ended, in the course of making the app’s functionality available to you and providing our support services to you.

6.2 You will not acquire any title, right, or interest to or in the app, all of which are retained by us or the persons who have licensed any parts of the app to us.

7 Technical protection measures

The app is protected by technical measures to prevent unauthorised use and you must not remove or circumvent any of them.

8 Exclusions and restrictions of our liability

8.1 Because the app is an unfinished test version that is made available to you free of charge for testing, we will not have any liability to you for any loss, damage, costs or expenses you might suffer or incur as a consequence of any defect in, or unavailability of, the app.

8.2 We will not be liable for any of the following:

(a) Loss or damage resulting from the deletion of your projects from our system after your subscription has ended, or any costs and expenses associated with their reconstruction;

(b) Indirect or consequential loss or damage;

(c) Loss or damage of or to reputation, goodwill, business, revenue, profit or expected savings;

(d) Loss or damage of or to any software or data (including your content and your projects) which you could reasonably have avoided by making a backup copy of it;

(e) Any unauthorised access to, or use or disclosure of, your content or projects by any person who is not associated with us except to the extent that the resulting loss and damage is recoverable under the Data Protection Act;

(f) Any fine, penalty, tax or other levy imposed on you or another user by any court, tribunal or regulator (including the UK Information Commissioner) in connection with your projects or your use of the app;

(g) Any costs or expenses incurred by you or your users in avoiding or dealing with any investigation, action or proceedings brought by or before any regulator (including the UK Information Commissioner) in connection with your projects or your use of the app.

8.3 We will not be in breach of contract, or liable in any way whatsoever, for failing to discharge our obligations, or for doing so late, to the extent that our failure or delay is a consequence of any failure on your part to discharge your obligations, or any delay on your part in doing so, or any cause that is beyond our reasonable control.

8.4 Our total liability for all loss, damage, costs and expenses resulting from, arising out of, or relating to your use of the app or your agreement with us will be limited to £100. When applying this limit, any liability that is unrestricted by virtue of clause 8.6 is to be taken into account first, so that our liability for any other loss, damage, costs and expenses may be reduced or even extinguished.

8.5 The exclusions and restrictions of our liability in this clause 8 cover all loss, damage, costs and expenses of the kind described no matter what the basis for our liability, and even if they result from our negligence or from other negligence for which we would otherwise be liable.

8.6 These terms do not affect or restrict any right or remedy which you might have, or any liability which we might have, for any of the following: personal injury resulting from negligence, whether or not it results in death; a breach of any term implied by section 2 of the Supply of Goods and Services Act 1982; a breach of any term which has to be treated as being included in your agreement with us by virtue of sections  49, 50 or 52 of the Consumer Rights Act 2015; fraud, fraudulent statements and fraudulent misrepresentations.

9 Indemnity

You agree to reimburse us in respect of all loss, damage, reasonable costs and reasonable expenses which we suffer or incur as a consequence of your breach of these terms. Your liability for our costs and expenses under this clause 9 is to be assessed on the court’s  “indemnity basis” rather than the “standard basis”, and you agree to pay them even if you would not otherwise be liable for them.

10 Personal data

10.1 We are the controller of personal data used in the provision of your subscription, and we will process such personal data in accordance with our privacy statement and data protection laws. 

10.2 If you are a corporate entity which is subject to Chapter V of the GDPR and that transfers personal data from the EEA to Sparkol in the UK, the Standard Contractual Clauses available here will apply and will be incorporated into and form part of this agreement between us. 

10.3 Our third party hosting provider is Amazon Web Services and the software is hosted in the USA. We rely on Standard Contractual Clauses in place between Sparkol and Amazon Web Services which provide an appropriate safeguard for the transfer of personal data outside of the European Economic Area and UK.

11 When we may terminate your subscription or close your app account

11.1 We may terminate your subscription, close your app account and/or prevent your access to and use of the app or your projects without any liability to you in any of the following circumstances:

(a) If you fail to pay any monies due to us in connection with the app by the due date;

(b) If you breach any of these terms in any way;

(c) If you use the app or your projects in any way which, in our reasonable opinion, is in breach of these terms;

(d) If a third party threatens to start legal proceedings against us based on any of your projects or your use of the app;

(e) If you challenge or dispute any of our rights in or to the app or any Sparkol content, or the rights of any persons who have licensed any parts of the app or Sparkol content to us.

11.2 We may, at our absolute discretion, terminate your subscription, close your app account and prevent your use of the app or your projects without giving any reason or warning.

12 General terms

12.1 We may analyse your use of the app for our own business purposes.

12.2 We may use your name and trademarks in our marketing materials to identify you as a user of the app.

12.3 We may freely assign the benefit of your agreement with us.

12.4 If these terms require you not to do something, you must not attempt to do it or allow, assist or encourage any other person to do it.

12.5 These written terms, and any which have to be treated as being included by virtue of the Consumer Rights Act 2015 and/or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, form the whole agreement you have with us. You confirm and promise that you have not relied on anything else (apart from any trial of the app you may have had) when deciding to enter into that agreement, and that you will not claim otherwise.

12.6 Our permitting your users to use the app will not prevent us from exercising any right or remedy we may have in respect of your breach of these terms even if we are aware of the breach at the time, and you agree not to claim that it does.

12.7 Only you and we (and our successors in title) may enforce these terms, and we do not need any third party’s consent before changing them or terminating the agreement you have with us.

12.8 We may change these terms at any time in order to comply with any law, regulation or court order, and both you and we will be legally bound by those changes when we have told you about them.

12.9 We may change these terms at any time, without giving any reason, and both you and we will be legally bound by those changes when we have told you about them unless you end your subscription within 7 days.

12.10 Every aspect of your agreement with us (including its formation and effect) is governed by English law and the English courts are to have exclusive jurisdiction over any dispute (contractual or otherwise) relating to, or arising out of, the agreement, the app, or your use of it. As an exception, you or we may apply to any court which would otherwise have jurisdiction for an injunction (or an equivalent or similar order) to restrain the other one from infringing its rights or breaching the agreement.

VideoScribe Terms: VIDEOSCRIBE ANYWHERE APP USERS

Please read the following carefully before you download the VideoScribe Anywhere app from the Apple Store, Google Play or the Amazon App Store.

BY DOWNLOADING AND USING THE APP, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS APP LICENCE AND OUR WEBSITE TERMS OF USEPRIVACY POLICY AND COOKIE POLICY AND THIS MEANS YOU ARE AGREEING TO THE FOLLOWING: 

YOU ARE RESPONSIBLE FOR COMPLYING WITH ANY TERMS BETWEEN YOU AND THE APP STORE YOU USE TO DOWNLOAD ANY APP - WE TAKE NO RESPONSIBILITY FOR THESE TERMS. 

THE APPS AND ANY CONTENT WE PROVIDE TO YOU OR ALLOW YOU TO USE BELONG TO US OR OUR LICENSORS.

ANY VIDEOSCRIBE PROJECTS OR CONTENT YOU CREATE (EXCEPT FOR CONTENT WE HAVE PROVIDED TO YOU INCLUDING THIS APP OR ANY OF OUR PROPRIETARY SOFTWARE, DOCUMENTS OR THIRD PARTY MATERIALS THAT YOU MAY ACCESS FROM THE APP (WHICH SHALL REMAIN OURS OR OUR LICENSORS), WHICH YOU HAVE USED IN YOUR PROJECTS WILL BELONG TO YOU.

YOU ARE LIABLE FOR ANY THIRD PARTY CONTENT YOU USE ON OUR APPS OR IN YOUR VIDEOSCRIBE PROJECTS OR CONTENT, AND YOU ARE RESPONSIBLE FOR ENSURING YOU HAVE PERMISSION TO USE SUCH THIRD PARTY CONTENT.

YOU WILL REIMBURSE US IF WE SUFFER ANY LOSS BECAUSE YOUR VIDEOSCRIBE PROJECT(S) INFRINGE ANYONE ELSE'S INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE CONTAIN UNLAWFUL OR INAPPROPRIATE MATERIAL OR MATERIAL WHICH CONTRAVENES OUR CONTENT STANDARDS.

EXCEPT WHERE OUR NEGLIGENCE CAUSES DEATH OR INJURY OR WE COMMIT FRAUD, WE WILL NOT BE RESPONSIBLE TO YOU FOR CERTAIN TYPES OF LOSS THAT YOU SUFFER, AND OUR LIABILITY FOR OTHER TYPES OF LOSS IS LIMITED - SEE CONDITION 8.

WE CAN SUSPEND OR TERMINATE THIS LICENCE AND YOUR RIGHT TO USE THE APPS AND /OR YOUR ACCOUNT LOGIN IF YOU BREACH THESE LICENCE TERMS OR ACT INAPPROPRIATELY.

This licence agreement (App Licence) is a legal agreement between you (you) and Sparkol Limited of Unit 1.2 Temple Studios, Temple Gate, Bristol, England, BS1 6QA (Sparkol, us or we) which covers your use of:

•    the mobile application for iPhone, iPad or Android mobile or tablet or any other similar devices (Devices) (as selected by you) known as VideoScribe and the data, content, music, graphics or other content supplied with it, (VideoScribe App); and

•    unless otherwise specified on our website, any other mobile application for the Devices provided by Sparkol and made available for download generally ( Additional Apps) (together the VideoScribe App and any Additional Apps are referred to as the Apps, and any one of the Apps is referred to as an App); and

•    online OR electronic documents accessible from our website or via the Apps (Documents).

You can use the selected Apps and Documents on the basis of this App Licence. We do not sell any Apps or Documents to you and you do not own them or any part of them. We (or, where applicable, our licensors) remain the owners of the Apps and Documents at all times. 

OPERATING REQUIREMENTS:

UNLESS OTHERWISE SPECIFIED IN THE DOCUMENTS, THE APPS REQUIRE A TABLET WITH A SCREEN NO SMALLER THAN 7 INCHES WITH A MINIMUM OF 16 GB OF MEMORY AND 1 GB OF FREE DISK (STORAGE) SPACE RUNNING THE LATEST OPERATING SYSTEM (EITHER IOS OR ANDROID). 

IMPORTANT NOTICE TO ALL USERS:

•    BY DOWNLOADING AN APP YOU AGREE TO THE TERMS OF THIS APP LICENCE WHICH WILL BIND YOU (AND IF YOU ARE A BUSINESS, YOUR EMPLOYEES) THE TERMS OF THIS APP LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS TO OUR LIABILITY IN CONDITION 7 AND CONDITION 8 BELOW.

•    BY AGREEING TO THE TERMS OF THIS APP LICENCE, YOU ARE ALSO AGREEING TO BE BOUND BY OUR WEBSITE TERMS OF USE, OUR PRIVACY POLICY AND OUR COOKIES POLICY, WHICH FORM PART OF THIS APP LICENCE.

•    IF YOU DO NOT AGREE TO THE TERMS OF THIS APP LICENCE, WE WILL NOT LICENSE ANY APPS OR DOCUMENTS TO YOU AND YOU MUST STOP USING ANY APPS THAT YOU HAVE ALREADY DOWNLOADED AND IMMEDIATELY DELETE THEM FROM YOUR DEVICE.

APP STORE RULES

•     THE APP STORE YOU USED TO DOWNLOAD THE APP MAY HAVE ITS OWN TERMS. WE ARE NOT RESPONSIBLE FOR THESE TERMS SO PLEASE READ THESE CAREFULLY. 

PUSH NOTIFICATIONS

•    THE APP MAY OFFER PUSH NOTIFICATION FEATURES. IF YOU WANT TO TURN THESE OFF, PLEASE VISIT THE SETTINGS PAGE OF THE APP OR YOUR DEVICE. PUSH NOTIFICATIONS WILL REQUIRE A WIFI OR DATA CONNECTION TO WORK.

•    OUR APP EMPLOYS LOCATION BASED SERVICES. IF YOU WANT TO TURN THESE OFF , PLEASE VISIT THE SETTINGS PAGE FOR YOUR DEVICE. 

APP UPDATES 

•    SOMETIMES, WE MAY NEED YOU TO INSTALL A NEW VERSION OF THE APP. IF WE DO, THE OLD VERSION MAY NO LONGER WORK. DEPENDING ON THE UPDATE, YOU MAY NOT BE ABLE TO USE THE APP OR YOUR USE OF THE FULL FUNCTIONALITY OF THE APP MAY BE AFFECTED UNTIL YOU HAVE ACCEPTED A NEW VERSION OF THIS APP LICENCE. WE WILL NOTIFY YOU BEFORE YOU DOWNLOAD THE NEW VERSION OF THE APP OR ON OPENING THE NEW VERSION OF THE APP IF THE TERMS OF THIS APP LICENCE HAVE CHANGED.

You can find a copy of these Licence terms at any time here.

1. Your Account and use of our App 

1.1 In order to get the full benefit of the Apps and functionality with our software (including access to stored content) and the Documents, you must sign up for an account with us.

1.2 You must comply with our website Terms of Use, our Privacy Policy and our Cookies Policy, which all form part of this App Licence, and contain additional terms that apply to your use of this App and your account.

2. Grant and scope of licence 

2.1 In consideration of you agreeing to the terms of this App Licence and payment (as applicable) of the relevant App download fee, we grant to you a non-exclusive, non-transferable licence to use the Apps on the terms of this App Licence.

2.2 You may:

(a) download, install and use the Apps on your Devices;

(b) receive and use any free supplementary software code or updates of the Apps incorporating "patches" and corrections of errors, and/or any new versions of the Apps, as may be provided by us from time to time. Please note that if we notify you that an update or new version of any App is available, you must download this or the App may not work as you expect (and we will have no responsibility for this).

3. Restrictions 

Except as expressly set out in this App Licence or as permitted by any local law, you undertake (agree and promise):

(a) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify any App or Documents;

(b) not to make alterations to, or modifications of, the whole or any part of any App, nor permit any App or any part of any App to be combined with, or become incorporated in, any other programs;

(c) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of any App

(d) if you are a business, to supervise and control use of the Apps and ensure that the Apps are used by your employees and representatives in accordance with the terms of this App Licence;

(e) to include (or not remove as appropriate) our copyright notice on all entire and partial copies you make of the Apps (or any materials accessed via it) on any medium and to include any proprietary notices which we notify you to use from time to time in respect of third party content;

(f) if you are a business, not to provide or otherwise make available any App in whole or in part in any form to any person other than your employees without prior written consent from us;

(g) not to use any images/graphics, music or other content accessed or downloaded from our website or with the Software or Documents for any other purpose other than for use in accordance with any instructions provided or for use within the Software or for creating Projects or scribes in the case of the Videoscribe Software;

(h) not to on-sell or license the use of any Projects or scribes in the case of the Videoscribe Software without maintaining or having in place an active licence with us (i.e. a fully paid up and live licence);

(i) (to the extent that you include materials depicting or relating to individuals or living persons within your Projects) and confirm that you have complied with any relevant applicable privacy legislation in respect of that information/likenesses and have obtained (where applicable) their consent to such usage and you agree to indemnify us for any loss, damage or claims arising from a failure to comply with this sub-clause; and

(j) not to use the Apps to provide any white labelled or competing products or otherwise imply or present the Apps in such a way as to imply or suggest that we endorse your products or that the Apps are your own.

4. Your VideoScribe Projects 

4.1 You may use the VideoScribe App to create any number of VideoScribe projects (Projects, and each a Project), and may use any Projects you create for any purpose (including commercial purposes, if you are a business) but shall only be permitted to on sell or license use of the Projects to third parties when you have an active fully paid up licence to use our software.

4.2 Please be aware that your use of any additional content provided by Sparkol (for example, vector art images downloaded from the website at www.svgstudio.com and/or Sparkol audio files downloaded from (Additional Sparkol Content) in a Project or Projects will be subject to the terms on which that Additional Sparkol Content is licensed to you and you may be required to include appropriate proprietary notices in respect of the same where you use them with your Projects.

4.3 Please also be aware that your use of any third party materials (such as text, graphics, images, audio, video or data files) ( Third Party Content) in your Project or Projects will be subject to the terms on which you are permitted to use any such Third Party Content. These terms may place restrictions and/or limitations on the purposes for which you may use any such Third Party Content, which may also affect your ability to use the Project for the purposes permitted under condition 4.1 above. You are responsible for ensuring that you have all necessary permissions to use Third Party Content for the intended purpose. We accept no responsibility for your use of Third Party Content or any limitation of your rights to use any Project as a result of your incorporation of any Third Party Content into any Project.

4.4 You will indemnify us and keep us indemnified against any loss, damage and/or costs (including all legal fees) which we may suffer or incur as a result of:

(a) your breach of any terms applicable to your use of Additional Sparkol Content or Third Party Content; and/or

(b) (except to the extent that it relates to your use of the VideoScribe App in accordance with the terms of this App Licence and/or to your use of Additional Sparkol Content in accordance with the terms upon which it is licensed to you) any claim or action that any Project (or part of any Project) created by you, or use of any such Project or part Project, infringes the Intellectual Property Rights of a third party; and/or

(c) any failure by you to ensure that any Project (or part of any Project) created by you complies with the Content Standards set out in our website Terms of Use, and any associated claims or actions.

5. Intellectual property rights 

5.1 You acknowledge that all intellectual property rights in the Apps anywhere in the world belong to us (or, where applicable, our licensors), that rights in the Apps are licensed (not sold) to you, and that you have no rights in, or to, the Software or Apps other than the right to use them in accordance with the terms of this App Licence.

5.2 You acknowledge that you have no right to have access to the Apps in source code form or in unlocked coding or with comments.

5.3 Except for any intellectual property rights in the Apps any Additional Sparkol Content (which will continue to be owned by us or our licensors) and/or any Third Party Content (which will continue to be owned by the relevant third party, unless specifically assigned to you), you will own the intellectual property rights in any Projects that you create. You confirm however that whenever you post your Projects, videos or scribes to us (either to our website or our blogs) for any reason other than for the resolution of a problem with the Software you permit us to use the same for marketing purposes and for display on our website(s). You therefore confirm that have obtained all appropriate and necessary consents and licences to enable us to do this.

5.4 The integrity of the Apps are protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Apps are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.

6. Suspension 

6.1 We may, using technical means to disable your access to core functionality within the relevant App(s) by suspending or terminating your account login, suspend your right to use any Apps at any time if, in our opinion, you have failed to comply with any of the provisions of this App Licence and/or our Terms of Use.

7. Exclusion of warranties 

7.1 The Apps are provided to you on an "as is" basis. We do not warrant or provide any guarantees that the Apps or Documents will meet your requirements or that the operation of the Apps will be uninterrupted or error-free or that defects in the Apps will be corrected.

7.2 It is your responsibility to save any Projects you create using the VideoScribe Software and which you access through the App on a regular basis, and back-up your Projects appropriately. We accept no responsibility for any loss or corruption of, or degradation to, any Project or data caused by any error in, or interruption to the availability of, the Apps (even to the extent that the Projects are stored on our servers). If your account with us lapses or terminates we have no obligation to maintain or store your Projects on our servers and may delete these at our discretion. You should therefore ensure that you backup any Projects on your computer systems regularly.

7.3 If the Apps (or any element of any App) fails to function as you expect, your sole remedy will be to cancel your licence to use the relevant App and no longer use it.

7.4 Nothing in this clause affects your rights as a consumer.

8. Limitation of liability 

8.1 You acknowledge that the Apps have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Apps meet your requirements.

8.2 We only supply the Apps for use by your business or for your own personal use (although you may use Projects you create using the VideoScribe App for any purpose, as set out in condition 4.1 above), and you agree not to use any App for any re-sale purposes or to provide a bureau or outsourced service to any third party save that you may on-sell/license others to use your Projects for commercial purposes provided that you maintain an active fully paid up licence with us for use of our Software.

8.3 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(c) loss of anticipated savings;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation; or

(f) any indirect or consequential loss or damage.

8.4 Other than the losses set out in condition 8.3 (for which we are not liable), our maximum aggregate liability under or in connection with this App Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to:

(a) the total App fee paid by you for download of the App; or

(b) £1,000 (one thousand pounds),

whichever is the lesser amount. This maximum cap does not apply to condition 8.5.

8.5 Nothing in this App Licence shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by English law.

8.6 This App Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Apps and Documents. Except as expressly stated in this App Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Apps and/or Documents which might otherwise be implied into, or incorporated in, this App Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

8A. Data Protection

8.1A    If you are a corporate entity which is subject to Chapter V of the GDPR and that transfers personal data from the EEA to Sparkol in the UK, the Standard Contractual Clauses available here will apply and will be incorporated into and form part of this agreement between us. 

9. Termination 

9.1 You may terminate this App Licence at any time by deleting it from your Device and no longer using it. In these circumstances (unless you otherwise maintain an active licence with us) we may suspend or terminate your account login and remove any of your Projects from our servers.

9.2 Upon termination for any reason:

(a) all rights granted to you under this App Licence shall cease;

(b) you must immediately cease all activities authorised by this App Licence (other than use of your existing videos, provided that such use is not dependent on continuing use of any App).

10. Communications between us

10.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this App Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Sparkol Limited at legal@sparkol.com or Sparkol Limited, Unit 1.2 Temple Studios, Temple Gate, Bristol, England, BS1 6QA. We will confirm receipt of this by contacting you in writing, normally by e-mail.

10.2 If we need to contact you we may publish a message within the App or on the VideoScribe website.

10.3 Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

11. Events outside our control 

11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this App Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 12.2.

11.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks, mobile or otherwise.

11.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this App Licence:

(a) our obligations under this App Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this App Licence may be performed despite the Event Outside Our Control.

12. Other important terms 

12.1 We may transfer our rights and obligations under this App Licence to another organisation, but this will not affect your rights or our obligations under this App Licence.

12.2 You may only transfer your rights or your obligations under this App Licence to another person if we agree to the transfer in writing.

12.3 This App Licence and any document expressly referred to in it (including our website Terms of UseCookies Policy and Privacy Policy) constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

12.4 If we fail to insist that you perform any of your obligations under this App Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

12.5 Each of the conditions of this App Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

12.6 Please note that this App Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction.