Cloud Stop Motion App Terms and Conditions

ZULOGIC LIMITED/CLOUD STOP MOTION SOFTWARE LICENCE AGREEMENT

PLEASE READ THIS CAREFULLY BEFORE CONTINUING

BEFORE USING THIS WEB APP, YOU SHOULD CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT. BY USING THIS WEB APP YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT AND AGREE TO BECOME A LICENSEE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT YOU SHOULD LEAVE THE WEB APP AND NOT DOWNLOAD OR USE THE SOFTWARE.

We are Zulogic Limited, trading as Cloud Stop Motion, a limited company registered in England under company number 05388029 with Registered Address at 380a Larkfield, Aylesford, England, ME20 6RZ, and our main trading address at Church Farm, Ulcombe, Kent, ME17 1DN. We are the Licensor of the Cloud Stop Motion Software and the controller of cloud-based storage space on which we will agree an Allowance of storage space (“Storage”) for the storage of the work output created using our Software (the “Output”).

When you accept the terms and conditions of this Licence Agreement by using this web-app, we, as Licensor, shall immediately grant you (the “Licensee”) a limited, non-exclusive, non-transferable licence to Use Cloud Stop Motion software, and any and all accompanying documentation (the “Software”) the Storage and an agreed Storage Allowance (your “Allowance”) for personal, home and academic purposes, subject to the terms and conditions of this Licence Agreement.

If we are unable to accept your order, we will inform you of this in writing and will not charge you. This might be due to unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

If you are purchasing the Software and Allowance as a consumer, you have certain additional rights that are not applicable to organisations or to educational establishments. Clause 7 below applies only to consumers and is in addition to other rights and obligations set out in this agreement.

1. Use of the Software and Storage Allowance

1.1 In this Licence Agreement, “Use” shall be defined as opening the web-app, for the processing of the system instructions or statements contained in the Software. “Use” shall also include copying the Software in machine-readable form for the purposes of understanding the contents of such machine-readable material (which may be known as reverse-engineering).

1.2 We agree to allow you to use a maximum amount of Storage applicable to the fee that you have paid us. Your use of that Allowance will be subject to industry recognised reasonable fair use.

1.3 Children under the age of 13 years will need an adult to open an account for them.

1.4 Free organisational accounts are only available for schools and qualifying organisations. We reserve the right to close any free organisation accounts which do not meet our criteria. (Qualifying organisations include: schools, universities, nurseries, museums, youth clubs and animation clubs. If you would like an organisation account but your organisation type is not listed above then please get in touch to see if you qualify).

1.5 Only one free organisation account per school site. Any users (schools/teachers/students) found to be in breach of this clause will have their accounts amalgamated and be invoiced for any additional storage used above the allowance, with payment due in 7 days.

1.6 Free individual accounts are not available for educational use and therefore students must be added to organisation accounts. Any users (schools/teachers/students) found to be in breach of this clause will have their accounts amalgamated and be invoiced for any additional storage used above the allowance, with payment due in 7 days.

1.7 Free accounts that have not been logged into within three months will be deleted. If you unsubscribe from our emails you will not be warned in advance or notified of this action.

1.8 You must comply with the storage allowance allocated to you. If you go over this allowance your account will be frozen (and your use of the software will be limited to only allow exporting and/or deletion of your existing works, while no new work can be created). Data within accounts that go over their allocated storage allowance will be permanently deleted within 21 days of this breach.

2. Nature of the Software

2.1 The Software is commercially licensed software. It is not open-source, freeware or shareware. Any Licence/storage fee is payable yearly or monthly for an initial period of one calendar year/month from the date of purchase payable in accordance with the payment details we give you.

3. Licensee’s Undertakings

3.1 By accepting the terms and conditions of this Licence Agreement you hereby undertake:

a) Not to copy the Software

b) Not to disassemble, decompile or otherwise reverse-engineer the Software;

c) Not to misuse or misappropriate the Storage;

d) To reproduce and include any and all copyright notices of We as they appear in or on the Software and any and all copies thereof;

e) Not to permit or facilitate the Use of the Software or your Allowance in any manner which would constitute a breach of the terms and conditions of this Licence Agreement;

f) Not to place or distribute the Software on any website, ftp server or similar location without our express prior written consent; and

g) Not to Use the Software or Storage or create Output for any purpose which may be deemed immoral, illegal, offensive, threatening, abusive or otherwise harmful;

h) To ensure that any accounts created for users are set out in accordance with our guidance issued from time to time.

3.2 Your Licence shall be automatically renewed for subsequent one year/month periods and you agree that payment shall be taken from you by our payment services provider, Stripe in the same method as you initially paid ie yearly or monthly, unless you cancel or upgrade your subscription by you closing your account as set out in Clause 10 below before the end of the initial period. If payment can not be taken by Stripe, you shall be liable for making alternative arrangements for payment. Failure to make payment may result in suspension or termination of your subscription as set out in Clause 10.

4. Transferring the Software

4.1 The Software and Allowance is licensed only to you. You may not rent, lease, sub-licence, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without Our prior written consent.

5. Limited Warranty

5.1 Subject to the limitations and exclusions of liability below, We warrant that the Software will materially conform with any documentation that accompanies it and with any specifications or descriptions provided by Us.

5.2 The Software is designed to work on any modern browser across platforms such as Windows, OSX, iOS, Android and Linux, and while we take reasonable measures to ensure compatibility, we do not guarantee such compatibility with all platforms and have no liability to you if you are unable to operate the Software or access the Storage, your Allowance or your Output for whatever reason.

5.3 Subject to sub-Clause 5.1, the Software and Storage is provided “as is” without any warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

5.4 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

5.5 You accept responsibility for the selection of the Software to achieve its intended results and acknowledge that the Software has not been developed to meet your individual requirements.

5.6 We do not warrant that the Software and the Storage will be error-free or that such errors will be corrected and the Licensee is solely responsible for all costs and expenses associated with the rectification, repair or damage caused by such errors.

5.7 We shall not be liable if the Software fails to operate in accordance with the limited warranty set out in sub-Clause 5.1 as a result of any modification, variation or addition to the Software not performed by We or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.

5.8 In the event that We incur any liability of any kind, that liability shall be limited to the licence fee paid by the Licensee for the Software or your Allowance. Nothing in this Clause 5 nor in the remainder of this Licence Agreement shall limit or exclude Our liability for death or personal injury arising out of Our negligence nor for fraudulent misrepresentation.

6. Your Statutory Rights

This Licence Agreement gives you specific legal rights and you may also have other rights that vary from one country to another. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions included in this Licence Agreement may not apply to you. Other jurisdictions do allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions included in this Licence Agreement shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the limitations or exclusions in this Licence Agreement is held to be void or unenforceable, such part shall be deemed to be deleted from this Licence Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.

7. Consumer Protection

THIS CLAUSE ONLY APPLIES IF YOU ARE PURCHASING AS A CONSUMER (AS DEFINED UNDER UK’S CONSUMER RIGHTS LEGISLATION)

7.1 If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract as set out in this clause.

7.2 We may change the Software and/or the Storage (a) to reflect changes in relevant laws and regulatory requirements and (b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Software or the Storage.

7.3 We may make changes to these terms and the Software and Storage, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any Storage paid for but not received:

7.4 We may have to suspend the supply of a product to: (a) deal with technical problems or make minor technical changes; (b) update the product to reflect changes in relevant laws and regulatory requirements; (c) make changes to the product as requested by you or notified by us to you as detailed above.

7.5 We will contact you in advance to tell you we will be suspending access to the Storage or your Allowance, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 10 calendar days in any month, we will adjust the price so that you do not pay for Storage while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 10 calendar days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.

7.6 You may have rights to terminate this contract during a cooling off period of 14 days after the date that you purchased the Software and Storage under the Consumer Contracts Regulations 2013, or, if earlier, until you start using the web-app. If we delivered the digital content to you immediately or if you used the web-app, any Software or used any Allowance, and you agreed to this when ordering, you will not have a right to change your mind

7.7 To end the contract or to make a complaint, please let us know by contacting customer services using the details shown on our website. Please provide your name, details of the order and, where available, your phone number and email address.

7.8 We will make any refunds due to you as soon as possible.

8. Intellectual Property Rights

8.1 The Software and related documentation are copyright works of authorship and are also protected under applicable database laws. We retain ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which such copies may exist. This Licence Agreement is not a sale of the original Software or any copies thereof.

8.2 Where we have provided incidental music as part of our Software package, we are either the owner of or have permission to use that music (and have paid any relevant fees for that use). Where you use that music in your Output, you acknowledge that you have a non-exclusive licence to use that music only for the purposes of incidental to the Output and not for any other purpose.

8.4 You (or if in a multi user licence arrangement, the creator or joint creator of the Output) own or co-own the copyright in the Output (subject to any agreement that you have between you).

9. Data Processing

9.1 Both parties will comply with all applicable requirements of legislation applicable to the jurisdiction (which is defined in the jurisdiction clause at clause 12.1 below), including the General Data Processing Regulations 2006 and Data Act 2018 (the Data Protection Legislation). This agreement is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

9.2 The parties acknowledge that for the purposes of the Data Protection Legislation, we may be joint controllers or we may be acting as either the data controller or data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

9.3 Without prejudice to the generality of clause 9.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this agreement. This includes any consents of users or parental authorisation required for children under the age of 13 where the personal data relates to individuals other than you.

9.4 Without prejudice to the generality of this clause, We shall, in relation to any Personal Data processed in connection with our performance of our obligations under this agreement:

(a) process that Personal Data only in accordance with this agreement and our Privacy Notice www.cloudstopmotion.com/privacy.

(b) ensure that We have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymisation and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of secure Microsoft Azure Data Centers unless we have the following conditions fulfilled:

i. we have provided appropriate safeguards in relation to the transfer;

ii. the data subject has enforceable rights and effective legal remedies;

iii. We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred.

(f) notify you (or make reasonable efforts to notify you) without undue delay on becoming aware of a Personal Data breach;

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause.

9.5 We may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

10. Term and Termination

10.1 This Licence Agreement is effective until terminated.. You may terminate this agreement by simply closing your account.

10.2 This Licence Agreement shall also terminate upon conditions set out elsewhere in this Licence Agreement or if you fail to comply with the terms and conditions of this Licence Agreement.

10.3 On termination of this Licence Agreement, you will no longer have access to the Storage or the Output stored in that Storage and it is your sole responsibility to export any Output to alternative storage if you wish to retain that output. We retain the right to stop access to the Storage and may delete the Output on termination of this contract.

11. Export

11.1 Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

12. General

12.1 Each party irrevocably agrees that the courts of the England and Wales, shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Licence Agreement and the place of performance of this Licence Agreement shall be that country and the laws of that country shall govern such controversy or claim.

12.2 This Licence Agreement constitutes the complete and exclusive statement of the Licence Agreement between We and you with respect to the subject matter of this Licence Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.

12.3 Any Clause in this Licence Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Licence Agreement shall not be affected by that deletion.

12.4 Failure or neglect by either party to exercise any of its rights or remedies under this Licence Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Licence Agreement nor prejudice that party’s right to take subsequent action.

12.5 This Licence Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Licence Agreement or any right or obligation under it without Our prior written consent.

12.6 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

Any questions concerning this Licence Agreement or the Software should be directed to Us. Contact details are available from www.cloudstopmotion.com.