LIMINAL ENTERTAINMENT TECHNOLOGIES LLC

TERMS OF SERVICE

EFFECTIVE: [November 29, 2020]

IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE WEBSITE (THE “SITE”) AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE "SERVICES") OF LIMINAL ENTERTAINMENT TECHNOLOGIES LLC ("LIMINAL," “WE,” “US” OR “OUR”) IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS OF SERVICE. PLEASE REVIEW THEM THOROUGHLY BEFORE ACCEPTING.

BY CLICKING/CHECKING THE "I AGREE" BUTTON/BOX, ACCESSING OUR SITE OR BY UTILIZING OUR SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL DOCUMENTS, POLICIES OR OTHER TERMS REFERRED TO HEREIN AND INCORPORATED HEREIN (THESE “TOS”). OUR SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TOS.

System Requirements. Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and internet access, Your ability to access and use the Services may be affected by the performance of these factors. High speed internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.

  1. SERVICES. LIMINAL will provide the Services as described on our Site plus standard updates to the Services that are made generally available by LIMINAL during the term. LIMINAL may, in our sole discretion, discontinue the Services or modify the features of the Services from time to time, provided we will use commercially reasonable efforts to notify you of the same before making any such changes.

  2. BETA SERVICES. LIMINAL may, from time to time, offer access to services that are classified as Beta version. Access to and use of Beta versions may be subject to additional terms and conditions. LIMINAL makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided AS IS, may contain bugs, errors or other defects, and Your use of a Beta version is at Your sole risk.

  3. USE OF SERVICES AND YOUR RESPONSIBILITIES. You may only use the Services pursuant to the terms of these TOS. Use of the Services is void where prohibited. 

    1. Registration. You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate.

    2. License Key. Services for which you must pay a fee to Liminal may require a license key to activate.  In such cases, following Your registration in accordance with the terms and conditions of our Site or any other written agreement between You and LIMINAL, You will be provided with a license key to access the Services.  You are entirely responsible for maintaining the security of Your license key and agree that if You disclose Your license key to any third party You are responsible for their use of Your license key.

    3. Compliance with Laws.  You are solely responsible for ensuring that Your use of the Services and use of the Services by any other individual using your license key and/or any device belonging to You (an “End User”) abides by, and complies with, all Laws whether federal, state, local or foreign (“Laws”) applicable to the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control.

    4. Your Content. You agree that You are solely responsible for the content sent or transmitted by You or Your End Users or displayed or uploaded by You or Your End Users in using the Services (the "Content")  and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content and that such use does not violate or infringe on any rights of any third party. Under no circumstances will LIMINAL be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services.

    5. Recordings. If You choose to make an audio and/or visual recording of any production in connection with Your use of the Services, You are responsible for compliance will all recording Laws. By using the Services, You give LIMINAL consent to store recordings of any consultations we may provide to You related to the Services.

    6. Prohibited Use. You agree that You will not use, and will not permit any End User to use, the Services to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services; (ii) knowingly or negligently abuse, interfere with, or disrupt LIMINAL’s networks, Your accounts, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading; (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; (vi) communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of LIMINAL or other users of Services; (viii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or LIMINAL's security systems; or (ix) in violation of any LIMINAL policy or in a manner that violates applicable Laws, including but not limited to anti-spam, export control, privacy, and anti-terrorism Laws and Laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such Laws.

    7. Limitations on Use. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate agreement with LIMINAL. You may not offer or enable any third parties to use the Services purchased by You, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.

  4. RESPONSIBILITY FOR END USERS. You are responsible for the activities of all End Users who access or use the Services through Your license key and/or any device belonging to You.  You agree to ensure that any such End User will comply with the terms of these TOS and any LIMINAL policies. LIMINAL assumes no responsibility or liability for violations by You or any End User. If You become aware of any violation of these TOS in connection with use of the Services by any person, please contact LIMINAL at [legal@liminalet.com]. LIMINAL may investigate any complaints and violations that come to our attention and may take any action that we believe is appropriate, including, but not limited to, issuing warnings or limiting or de-activating Your license key. Under no circumstances will LIMINAL be liable in any way for any data or other content viewed (or is unable to be viewed) while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.

  5. LIMINAL’S OBLIGATIONS FOR CONTENT. LIMINAL will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. LIMINAL shall have the right, but not the obligation, to monitor Content at all times to determine compliance with these TOS, as well as to satisfy any applicable Laws or authorized government request. Without limiting the foregoing, LIMINAL shall have the right to edit, delete, remove, prohibit, change or otherwise modify any Content that LIMINAL, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable, unsuitable or inappropriate.

  6. ELIGIBILITY. You affirm that You are at least 16 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these TOS, and to abide by and comply with these TOS.  Your access may be terminated without warning if we believe that You are under the age of 16 or are otherwise ineligible.

  7. INTENDED USE; RESTRICTION ON USE BY CHILDREN. The Services are intended for business use. You may choose to use the Services for other purposes, subject to the terms and limitations of these TOS. LIMINAL is not intended for use by individuals under the age of 16, unless it is through a school or similar non-business organization subscribing to our Services.

  8. CHARGES AND CANCELLATION. You agree that LIMINAL may charge to Your credit card or other payment mechanism selected by You and approved by LIMINAL ("Your Account") all amounts due and owing for the Services, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. LIMINAL may change prices at any time, including charging for Services that were previously offered free of charge; provided, however, that LIMINAL will provide You with prior notice and an opportunity to terminate Your Account if LIMINAL changes the price of a Service to which You are subscribed and will not charge You for a previously free Service unless You have been notified of the applicable fees and agreed to pay such fees. You agree that in the event LIMINAL is unable to collect the fees owed to LIMINAL for the Services through Your Account, LIMINAL may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by LIMINAL in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that LIMINAL may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. If you paid for any Services and wish to cancel your account, You may do so by requesting that we de-activate your license key at any time; however, if You do so for any reason, You will not receive any refund of amounts already paid and will remain liable for payment of any amounts owed and outstanding.

  9. TERMINATION.  If You have purchased Services for a specific term, termination of the Services will be effective on the last day of the term. If You fail to comply with any provision of these TOS, LIMINAL may terminate immediately your right to use the Services (by de-activating your license key, if applicable, or by other means), in which case You must cease any further use of the Services and You will not receive any refund of amounts already paid and will remain liable for payment of any amounts owed and outstanding. Sections 3 through 20, inclusive, of these TOS shall survive any termination of these TOS.

  10. PROPRIETARY RIGHTS. LIMINAL and/or our suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names ("LIMINAL Marks") associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any LIMINAL Marks, or other proprietary information (including images, text, page layout, or form) of LIMINAL without our express prior written consent.

  11. COPYRIGHT. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. LIMINAL may deny access to the Services to any user who is alleged to infringe another party's copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please notify us at [legal@liminalet.com].

  12. EXPORT RESTRICTIONS. You acknowledge that the Services, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You and Your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) You and Your End Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) and that You and Your End Users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; (ii) You and Your End Users located in China, Russia, or Venezuela are not Military End Users and will not put LIMINAL’s Services to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) no Content created or submitted by You or Your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control and Sanctions Laws; and (iv) You and Your End Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott Laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.

  13. NO HIGH RISK USE. The Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Services shall not be used for or in any HIGH RISK environment.

  14. INJUNCTIVE RELIEF. You acknowledge that any use of the Services contrary to these TOS, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to LIMINAL, our suppliers and any other party authorized by us to resell, distribute, or promote the Services ("Resellers"), and under such circumstances LIMINAL, its Affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

  15. NO WARRANTIES.YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND LIMINAL, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LIMINAL, ITS SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. LIMINAL DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. LIMINAL CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK.

  16. INDEMNIFICATION. You agree to indemnify, defend and hold harmless LIMINAL, its affiliates, managers, members, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from Your use of the Services, Your violation of these TOS or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity or applicable law.

  17. LIMITATION OF LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LIMINAL (including its affiliates, managers, members, employees, consultants, agents, suppliers and Resellers) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF LIMINAL (including its affiliates, managers, members, employees, consultants, agents, suppliers and Resellers) HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LIMINAL'S (including its affiliates, managers, members, employees, consultants, agents, suppliers and Resellers) MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TOS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.

  18. DISPUTE RESOLUTION PROCESS. In the event of any dispute between You and LIMINAL (including its affiliates, managers, members, employees, consultants, agents, suppliers and Resellers) relating in any way to the Services or these TOS, You and LIMINAL agree to use best efforts to resolve such dispute through direct communications before initiating any arbitration or court proceeding.  If, however, the parties are unable to resolve the dispute within sixty (60) calendar days of either party first providing the other party written notice of the matter, You and LIMINAL agree that the dispute shall be exclusively and finally resolved by arbitration before a single arbitrator.  You agree the arbitration shall be limited to the dispute between You individually and LIMINAL and shall not be joined with any other, whether on behalf of a defined class, the general public or otherwise.  The arbitration shall be governed by the Rules of Commercial Arbitration of the American Arbitration Association, and You and LIMINAL agree that the decision of the arbitrator shall be final and the arbitrator’s order may be entered in any court of competent jurisdiction.  The foregoing provisions of this Section 18 shall not apply to any action for injunctive relief by either party.

  19. PRIVACY AND OTHER POLICIES. Use of the Services is also subject to LIMINAL's Privacy Policy which can be found at www.liminalet.com/privacy. The Privacy Policy, and all policies set forth at www.liminalet.com are incorporated into these TOS by this reference.

  20. MISCELLANEOUS

20.1 Choice of Law and Forum. These TOS shall be governed by and construed under the laws of the State of Delaware, U.S.A., without regard to its conflicts of law principles.

20.2 Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, these TOS will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of these TOS is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of these TOS will remain in full force and effect.

20.3 General Provisions. These TOS embody the entire understanding and agreement between the Parties respecting the subject matter of these TOS and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter, except that if You or Your company have executed a separate written agreement, then such agreement shall control to the extent that any provision of these TOS conflicts with the terms of such agreement. LIMINAL may elect to change or supplement the terms of these TOS from time to time at its sole discretion. LIMINAL will exercise commercially reasonable business efforts to provide notice to You of any material changes to these TOS. Within ten (10) business days of posting changes to these TOS (or ten (10) business days from the date of notice, if such is provided), they will be binding on You. If You do not agree with the changes, You should discontinue using the Services. If You continue using the Services after such ten-business-day period, You will be deemed to have accepted the changes to the terms of these TOS. In order to participate in certain Services, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into these TOS.