INTRODUCTION
DEFINITIONS
SCOPE
QUOTATIONS AND ORDERS
PRICE AND TERMS OF PAYMENT
DELIVERY OF SERVICES
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
POSTINGS
THIRD PARTY LINKS
MISCONDUCT
TERM
CHANGES AND CANCELLATIONS
RETURNS AND REFUNDS
LIMITED LIABILITY
INDEMNIFICATION
NO ASSIGNMENT OF RIGHTS AND OBLIGATIONS
NO WAIVER
GOVERNING LAW / JURISDICTION / DISPUTE RESOLUTION
CONTACT US
INTRODUCTION
1. Thank you for connecting with Ame Proietti LLC (“Ame Proietti LLC”, “Platform”, “the Company”, “we”, “us”, “ours”).
2. This User Agreement (the/this “Agreement”) explains the terms on which we engage with, provide estimates for, and deliver our explainer video services and related goods and services (the “Services” defined below) to you by way of a contract for purchase of the Services (the “Purchase Contract”).
3. Please read and review this Agreement carefully before registering with or otherwise using our Platform. By accessing or using our Platform, you acknowledge and agree that you have read, understood and agree to be legally bound by the terms and conditions of this Agreement.
4. If you do not agree to these terms and conditions in this Agreement without qualification or caveat, please do not use our Platform or authorise its use by others.
5. We reserve the right to change, modify or otherwise alter the terms and conditions in this Agreement at any time, at our sole and absolute discretion, which shall not be challenged or open to challenge. Such alterations shall become effectively immediately upon posting.
6. You have the responsibility to periodically check back and review the terms and conditions of this Agreement. Your continued use of our Platform following the posting of any changes to these terms and conditions shall mean that you have accepted and agreed to the revised terms and conditions in any event.
DEFINITIONS
7. In this Agreement, unless the context otherwise requires:
“Content” refers to all text, writings, images, video or other information in any medium; any computer code, programmes, routines, subroutines, objects, files, data, characters, and information video and text, which currently exists or which may exist in the future as a result of your interaction with our Platform and/or purchase of our Services;
“Services” means the scripting, development, editing and production of explainer and training videos; and includes, without limitation:
Writing;
Explainer video scripts for marketing or educational and training purposes;
Video ad copy;
Web copy;
Content writing for blogs;
Videos;
Vyond;
Custom 2-D animation;
Screencast;
Video Extras;
Interactive quizzes/annotations;
Subtitles (hardcoded);
Audio;
Voice Over;
Background music (Royalty-free); and
Audio Sync (if you provide your own voice over or music track); and
“Shared Documents” refers to all cloud-based documents, videos or other media which are shared between you and us during the course of our development and delivery of the Services and/or Content to you.
SCOPE
8. This Agreement shall govern all Purchase Contracts for the sale by Ame Proietti LLC of goods and services arising out of your purchase of the Services, as well as all subsequent transactions between the Company and you.
9. In the event of any inconsistency between the terms and conditions contained in any Purchase Contract or other document and this Agreement, this Agreement shall prevail unless otherwise agreed upon in writing by us or our duly authorized representative. We shall not be bound by any terms and conditions affixed to your Purchase Contract or other procurement documents that are in addition to or inconsistent with this Agreement. Neither commencement of performance nor delivery by us shall be deemed or constituted as acceptance of your additional or conflicting terms and conditions. Terms are subject to change at our sole discretion at any time.
QUOTATIONS AND ORDERS
10. Unless otherwise specified in writing, all written quotations shall be intended for reference purposes only, constituting neither an offer to sell nor imposing any obligations or liability on us. All written quotations and offers to sell automatically expire ten (10) days from the date quoted unless otherwise specified in the attached documentation.
11. For greater certainty, all offers to sell are offers by us to sell to you on the terms set forth herein.
12. Unless otherwise expressly agreed upon in writing by us, any figures, measurements, dimensions, performance values, samples, patterns, statements, technical provisions or Specifications, catalogues, brochures, depictions, photographs, images, models, designs, drawings, promotional materials in print or electronic format or other descriptive specifications relating to our quotation or offer to sell (“Specifications”) are approximations only and shall not be deemed to form part of any contract or be treated as constituting any representation, warranty or condition in relation to the goods or services. We reserve the right to modify these Specifications at any time prior to the execution of any Purchase Contract between you and us.
13. Any deviations between the goods supplied and any offers, samples, trial products and pre-deliveries are permitted in accordance with technical norms and within standard industry variances and tolerances.
14. No Purchase Contract placed by you shall be deemed to be accepted by us unless and until confirmed in writing by us or our duly authorized representative or until performed by us. We reserve the right to accept or decline any Purchase Contract in whole or in part within thirty (30) days after receipt of your order, during which time the Purchase Contract may only be cancelled, rescheduled or modified by you with our prior written consent or that of our duly authorized representative. For greater certainty, subsequent requirements by you for goods not contained in an original offer to sell or your Purchase Contract must be accepted and confirmed in writing by us or our duly authorized representative.
PRICE AND TERMS OF PAYMENT
15. The price for all Services, if specified, shall be expressly set out in the Purchase Contract. Where no price has been specified, the price shall be based on our pricing listed on the Platform on the date that the Purchase Contract was executed by the Purchaser.
16. We reserve the right, by giving notice to you at any time, to increase the price of the Purchase Contract to compensate for goods and services to cover: (i) foreign exchange fluctuation and increases in the costs of labor, materials and manufacturing; and (ii) any delay or change in delivery dates, quantities or specification of the Services occasioned or requested by you (“Additional Costs”).
17. Unless otherwise stated in writing by us, the price of the Services shall be exclusive of any retail sales tax, shipping charges, insurance, applicable sale, use or other taxes payable to any governmental authority.
18. Unless otherwise agreed upon in writing, our invoices shall be due for payment immediately. Unless otherwise agreed upon in writing by us, all payments shall be in United States Dollars and must be made directly to Ame Proietti LLC in accordance with the payment options described on our website. Unless otherwise agreed upon in writing, you shall not have any right of deduction or set-off. Objections to our accounting, account statements, account reconciliations, etc. must be received in writing by us within a period of four (4) weeks from the date of the invoice or other applicable. In the event that you fail to provide a timely objection notice to us, the terms of the invoice or other document shall be deemed to have been irrevocably accepted by you. Notwithstanding the foregoing, we reserve the right to correct, at any time, any invoicing errors, including calculation errors, which may arise from time to time.
19. You are solely responsible for the content of any submitted image files.
20. You warrant that you will not submit any image file that infringes any patent, trademark, copyright or other intellectual or proprietary right of any party. You could be liable to pay substantial claims for indemnification by a third party for infringing copyright laws. You are liable for all consequences of violation of aforementioned rights and agree to indemnify and hold Ame Proietti LLC harmless and free from all such liability.
DELIVERY OF SERVICES
21. No Services shall be delivered in final form to you until the Company has received payment in full for any outstanding fees; and we reserve the right to withhold such deliverables until such payment has been delivered.
22. Title to and ownership of all Content or Services shall not pass to you until payment of the purchase price and any Additional Costs has been made in full to us.
23. Unless otherwise agreed upon in writing, we shall deliver goods at any time after we have notified you that goods are ready for delivery by means of an order confirmation notice.
24. We will use commercially reasonable efforts to deliver goods in the shortest time possible. However, specific dates and times will not be guaranteed.
25. Selection of the carrier and route of delivery shall be made by us. Delivery of goods to a common carrier or a registered courier shall constitute delivery to you, and risk of loss shall thereupon pass to you. In no event shall we have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of the Company. Notwithstanding anything contained herein to the contrary, if the shipment or receipt of goods is delayed for reasons beyond our responsibility, risk of loss shall pass to you upon receipt of an order confirmation notice or other similar document from us.
26. Unless otherwise agreed upon in writing by the parties, we reserve the right to deliver goods in instalments and/or perform Services in stages. Each delivery of goods shall be treated as a separate transaction and payment thereof shall be in proportion to the overall purchase price set out in the Purchase Contract. Delay or failure by us to deliver an instalment and/or perform a stage of Service in accordance with this Agreement shall not entitle you to repudiate or cancel the delivery of other instalments or stages of goods under the Purchase Contract.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
27. You shall abide by the terms of our Terms of Use and Privacy Policy, which you agree is incorporated by reference and forms part of this Agreement.
28. All technical information and/or Specifications, etc. supplied by us in connection herewith shall be treated as strictly confidential by you and must not be made available to any third party both prior to and after execution of the Purchase Contract and delivery of goods and/or provision of services, without our prior written consent.
29. From time to time we may use Shared Documents in the course of developing and delivering Services and/or Content to you. We may invite you to join a Shared Document to facilitate our collaboration and co-operation on developing Services and/or Content. By your acceptance of such invitations you expressly consent to the sharing of any information you provide in a Shared Document and understand that a Shared Document cannot guarantee the same level of privacy and security as your own computer network.
30. We expressly reserve all right, title and interest in any documents, Specifications, and other technical information provided to you in connection with the Purchase Contract, quotation, offer to sell, installation, service, or repair of goods sold, and you shall return same to us upon request.
31. To the extent that goods are supplied in accordance with your specifications or statements (collectively, the “Statements”), you represent and warrant that such Statements do not infringe any third party intellectual property rights. You agree to indemnify us in respect of any claim for intellectual property infringement by a third party resulting from the use of the Statements by us.
32. All of our Platform’s Content, including videos, graphics, software, designs, text, images, photographs, illustrations, audio clips, video clips, artwork, graphic materials, or other copyrightable elements, and the selection and arrangements thereof, and trademarks, service marks, and trade names (“IP Material”) is our property unless otherwise stated.
33. The IP Material may be protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and the laws of the United States and other countries.
34. By entering our Platform, you agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any IP Material to any third party (including without limitation the display and distribution of the IP Material via a third party website) without our express prior written consent.
POSTINGS
35. To the extent that portions of our Platform provide you with an opportunity to post and exchange information, ideas and opinions (“Postings”), such Postings do not necessarily reflect our views. In no event shall we assume or have any responsibility or liability for any Postings or for any claims, damages or losses resulting from their use and/or appearance on our Platform.
36. When you post or create user-generated content on our Platform, you automatically wholly assign copyright in your Postings and their contents to us without reservation. You also surrender to us and waive all legal and moral rights, beneficial and/or equitable rights howsoever arising, to all your Postings automatically effective immediately upon your posting.
37. When you post on our Platform, you represent and warrant that you have all necessary rights in and to all Postings and that such Postings do not infringe any proprietary or other rights of third parties or contain any libelous, tortious or unlawful information.
38. Our Platform does not allow any Postings which:
a) Interfere with any other user’s use of our Platform;
b) Are abusive, illegal, unlawful, indecent, obscene, offensive, inflammatory or threatening in any manner;
c) Encourage any user to break the law;
d) Violate any user’s copyright or other property rights;
e) Interfere with the privacy of any other user;
f) Contain a virus or any other harmful component;
g) Contain false or misleading statements of fact or description of the origin of the material or the communication; or
h) Contain other information which we deem in our sole and absolute discretion to be inappropriate for our Platform, which shall not be challenged or open to challenge.
THIRD PARTY LINKS
39. Our Platform may contain links to third party sites. The appearance of external third party links on our Platform does not constitute endorsement by us of the views or opinions expressed by these third party sites.
40. We do not verify, endorse, or take responsibility for the accuracy, currency, completeness of quality of the content published on these third party sites. Further, we are not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised by these third party sites. Hence, we will not be responsible for any errors or omissions or the results obtained from use of such information contained in these third party sites once you proceed with the third party link.
41. We will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third party sites.
MISCONDUCT
42. You may not use any of your own or third party software to modify any content on our Platform. You may not use our IP Material or Content on our Platform, or any information accessible through the System, to create or to provide any other means through which the System may be accessed and/or the Services may be played by others, as, for example, through server emulators, whether for profit or not.
43. You may not use your or third party software to rewrite or modify the user interface or otherwise manipulate data in such a way as to use the System to acquire any material not actually acquired through the course of normal use of our Platform.
44. You are responsible for ensuring that all uploaded image files do not violate any law, especially laws related to child pornography. We reserve the right to report any images that we judge as potential violations of the law to the applicable authorities.
TERM
45. The term of this Agreement between Ame Proetti LLC and you shall begin on the date which you accept this Agreement and shall continue until the date which we cease to provide any or all of the Services hereunder, including without limitation, access to the System and the Platform, unless sooner terminated as provided in this clause.
CHANGES AND CANCELLATIONS
46. No Purchase Contract which has been executed by Ame Proietti LLC may be cancelled or amended by you except with the approval in writing of us and on terms that you shall indemnify us in full and on demand against all loss (including loss of profit), costs (including the cost of all labor and materials used, as well as accounting, legal and clerical costs), damages, charges and expenses incurred by us as a result of the cancellation or change.
47. There is no right to cancel an executed Purchase Contract in which goods were produced as per the customer’s specification, or were clearly designed for the customer’s personal needs.
48. In the event we, in our sole and absolute discretion, which shall not be challenged or open to challenge, cease to provide any or all of the Services offered hereunder, then we may terminate this Agreement or any Purchase Contract with you and cancel all of the rights granted to you thereunder upon not less than ten (10) days prior notice, which notice may be delivered by us via posting on our Platform, forums, or electronic mail.
49. We may immediately terminate this Agreement with you, and any Purchase Contract, and cancel all rights granted to you under this Agreement if:
a) You breach this Agreement, or make any unauthorised use of the System, Content, or infringe the intellectual property rights of Ame Proetti LLC or any third party;
b) We are unable to verify or authenticate any information you provide to us; or
c) We become aware of play, chat or any user activity whatsoever on the Platform which is, in our discretion (which shall not be challenged or open to challenge), inappropriate and/or in violation of this Agreement.
50. Termination by us under this clause shall be without prejudice to or waiver of any and all other rights or remedies which we may have, all of which are expressly reserved, shall survive termination, and shall be cumulative.
51. If this Agreement expires or is terminated for any reason, all rights to access our Platform will cease effective upon such expiration or termination.
52. You hereby understand and acknowledge that there is no guarantee that we shall continue offering access to the Platform or Services on a going-forward basis. You specifically acknowledge that the time you spend using our Platform is being done for your own purposes only, and that you claim no interest in the value of such time.
53. You further agree that you are not entitled to any form of compensation for the time you have spent using our Platform. Nor are we liable for any emotional distress you may suffer as a result of loss of your access to the Platform in the event that this agreement is terminated.
RETURNS AND REFUNDS
54. Due to the custom nature of the Services and Content ordered by the customer and created on demand by us, returns are not accepted.
55. If a product is defective, we may at our sole discretion remedy the situation with a replacement, credit, or refund.
LIMITED LIABILITY
56. We shall not be liable to you for any delay or failure to deliver Content or Services including but not limited to any cause beyond our reasonable control, including, without limitation, any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, illness or injury to workers, delayed or failed deliveries by subcontractors, power failure, damage or destruction of production facilities, riot, insurrection, transportation delays or defaults, delay in supply or shortages of fuel, components, raw materials or supplies, labor shortage, acts or omissions of third parties, action of any governmental authority, or any other cause beyond the reasonable control of the Company (the “Force Majeure”). Our time for delivery and/or performance shall be extended for a period equal to the time lost by reasons of the Force Majeure without subjecting us to any liability or penalty. If the Force Majeure event lasts longer than forty-five (45) calendar days, we may immediately terminate all or part of the Purchase Contract, without incurring any liability or penalty, by providing written notice of such cancellation to you.
57. For greater certainty, we shall not be liable for any damages, losses, costs or expenses (collectively, the “Damage”) resulting from our delay in delivery of goods and/or provision of Services to you unless such Damage arises from our gross negligence. Notwithstanding the foregoing, where the gross negligence of the Company causes a delay in the delivery of the goods or provision of Services, your sole remedy shall be limited to any amounts paid by you to us under the Purchase Contract.
58. You are solely responsible for the content of any submitted image files.
59. You warrant that you will not submit any image file that infringes any patent, trademark, copyright or other intellectual or proprietary right of any party. You could be liable to pay substantial claims for indemnification by a third party for infringing copyright laws. You are liable for all consequences of violation of aforementioned rights and shall indemnify us from all liability.
INDEMNIFICATION
60. Your use of our Platform constitutes your agreement to indemnify, defend (at our election), and hold us harmless from any and all damages, expenses, liabilities, costs, liens, penalties and losses whatsoever, including reasonable legal fees, arising out of claims, demands, counterclaims, actions, lawsuits or judgments, regardless of the merit, whether threatened or actual, fixed or contingent, known or unknown, arising out of or relating to your use or misuse of our Platform, including a third party’s use or misuse of your account or password, or any actual or alleged breach or non-performance by you of your representations, warranties or obligations hereunder.
NO ASSIGNMENT OF RIGHTS AND OBLIGATIONS
61. This Agreement is personal to you. You may not assign or delegate any rights or obligations hereunder without first obtaining our written consent; provided, however, that we may assign this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company).
NO WAIVER
62. For the sake of clarity, waiver by us of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
GOVERNING LAW / JURISDICTION / DISPUTE RESOLUTION
63. This Agreement contains the entire agreement between you and Ame Proetti LLC. This Agreement is not intended to confer upon any person other than you or us any rights or remedies hereunder.
64. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties expressed in this Agreement, and the remaining portions shall remain in full force and effect.
65. This Agreement shall be governed by the laws of the United States and the State of Illinois, and the Courts of the United States and the State of Illinois shall have exclusive jurisdiction and you expressly agree to submit to the same.
CONTACT US
66. If you have any questions, comments or concerns about this Agreement, or you would like to report any suspected breach of the terms and conditions herein, please contact us at the following email address: ame.proietti@outlook.com.
