Terms
AS IS CONTENT TERMS OF USE
Effective Date: [Insert Date]
Last Updated: [Insert Date]
These Terms of Use (“Terms” govern your access to and use of the services, websites, platform, mobile, apps, content, and related services (collectively, the “Services”) provided by As Is Content LLC (“As Is” “we,” “us,” or “our”). Please read carefully before using the Services.
1. Acceptance of Terms
1.1 Acceptance of Terms
By accessing or using the Services in any manner, including browsing, creating an account, or purchasing a subscription or license, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use, as well as any additional terms, policies, or guidelines referenced herein or made available through the Services.
If you do not agree to these Terms of Use, you must not access or use the Services.
Certain features, products, or services offered through the Services may be subject to additional terms, including content license agreements, subscription terms, or policies (“Additional Terms”). In the event of a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control with respect to the applicable feature or service.
We reserve the right, in our sole discretion and without notice or liability, to suspend or terminate your access to the Services if you violate these Terms of Use or engage in conduct that we determine is harmful to the Services, our business, or other users.
1.2 Eligibility
You must be at least eighteen (18) years of age, or the age of majority in your jurisdiction, whichever is greater, to create an account and enter into these Terms on your own behalf.
If you are between the ages of thirteen (13) and seventeen (17), you may use the Services only with the involvement, consent, and supervision of a parent or legal guardian. In such cases:
- The parent or legal guardian must review and agree to these Terms on your behalf;
- The parent or legal guardian is responsible for your use of the Services and Content; and
- The parent or legal guardian will be legally bound by these Terms and responsible for all activity conducted under the account.
The Services are not intended for use by children under the age of thirteen (13), and you may not use the Services if you are under 13.
As Is does not knowingly collect personal information from children under 13. If we become aware that a child under 13 has provided personal information, we will delete such information in accordance with our Privacy Policy[js1] .
1.3 Authority and Capacity
By using the Services, you represent and warrant that:
(i) you meet the eligibility requirements set forth above;
(ii) you have the full right, power, and authority to enter into and comply with these Terms; and
(iii) your use of the Services does not violate any applicable law, regulation, or contractual obligation.
If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to bind such entity to these Terms, in which case “you” will refer to both you and such entity.
1.4 Modifications to Terms
As Is reserves the right to modify or update these Terms at any time in its sole discretion. When we do, we will update the “Last Updated” date or otherwise provide notice as required by applicable law.
Your continued use of the Services following any such changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Services.
2. Intellectual Property; Limited License to Use the Services
2.1 Ownership of Services and Content
The Services, including all content, materials, and assets made available through the Services, such as images, videos, audio, graphics, and associated metadata (collectively, the “Content”) and the selection, arrangement, and compilation thereof, are owned by or licensed to As Is and are protected by copyright, trademark, trade secret, and other intellectual property laws.
As Is retains all right, title, and interest in and to the Services and Content. Except for the limited rights expressly granted in these Terms of Use, no rights are granted to you by implication, estoppel, or otherwise.
2.2 Limited License to Access the Services
Subject to your compliance with these Terms of Use and all applicable laws, As Is grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to access and use the Services solely for your internal, lawful purposes.
This license is limited to accessing and using the functionality of the Services and does not include any right to download, use, reproduce, distribute, or otherwise exploit any Content.
2.3 No Rights to Content
Your access to the Services does not grant you any ownership or usage rights in or to any Content. Any use of Content is governed exclusively by a separate agreement between you and As Is (if any).
Absent such agreement, you may not download, copy, distribute, display, or otherwise use any Content for any purpose.
2.4 Restrictions on Use
You may not, and may not permit any third party to:
- Copy, reproduce, republish, distribute, transmit, display, perform, or otherwise exploit the Services or any Content;
- Modify, adapt, translate, or create derivative works from the Services or any Content;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services;
- Use any automated means, including bots, scrapers, or data mining tools, to access, extract, or collect information from the Services or Content;
- Frame, mirror, or otherwise incorporate any portion of the Services into another website or service;
- Remove, obscure, or alter any copyright, trademark, watermark, or other proprietary notices contained in the Services or Content.
2.5 Service Availability
As Is reserves the right, at any time and in its sole discretion, to modify, suspend, or discontinue the Services or any portion thereof, with or without notice and without liability.
2.6 Disclaimer of Availability
The Services are provided on an “as is” and “as available” basis, without warranties of any kind, as further described in these Terms.
3. Trademarks
“As Is,” the As Is logo, and all related names, logos, product and service names, designs, and slogans are trademarks of As Is or its licensors (the “Trademarks”).[js2]
Except as expressly permitted in writing by As Is, you may not use the Trademarks without our prior written consent.
You agree not to use any Trademarks in a manner that:
- Is likely to cause confusion about the source, sponsorship, or affiliation of any product, service, or content;
- Dilutes, tarnishes, or otherwise harms the reputation or goodwill associated with the Trademarks; or
- Suggests endorsement by or affiliation with As Is where none exists.
You may not:
- Use the Trademarks as part of a business name, domain name, social media handle, or username;
- Register or attempt to register any trademark, domain name, or identifier that is confusingly similar to the Trademarks; or
- Copy or imitate the look and feel, design, or trade dress of the Services without prior written consent.
All other trademarks, logos, and brand names appearing on the Services are the property of their respective owners. Reference to any third-party names or marks does not imply endorsement by or affiliation with As Is.
Effect of Suspension or Termination
If your account is suspended or terminated, your access to the Services may be immediately revoked. Any rights granted under separate agreements (including content licenses) will be governed by the terms of those agreements.
4. Information You Provide
4.1 Information You Provide
You may provide certain information to us in connection with your use of the Services, including when you create an account, purchase a subscription or license, communicate with us, or otherwise interact with the Services (“User Information”).
You represent and warrant that any information you provide is accurate, current, and complete, and that you have the right to provide such information.
4.2 Collection and Use of Information
We may collect information about your use of the Services, including information you provide directly and information collected automatically through your interactions with the Services. In addition, third-party platforms, services, or providers through which you access or interact with the Services may collect information and share it with us in accordance with their own terms and your settings with such third parties.
Our collection, use, and disclosure of information are governed by our Privacy Policy, which is incorporated into these Terms of Use by reference. By accessing or using the Services, you acknowledge and agree to our Privacy Policy.
4.3 Privacy Policy
Please review our Privacy Policy for more information about how we collect, use, disclose, and safeguard your information.
5. Content Purchases and Billing
5.1 Content Purchases
Access to and use of certain Content available through the Services requires the purchase of individual clips, collections, or other content offerings (each, a “Content Purchase”). By making a Content Purchase, you agree to pay all applicable fees and charges in accordance with the pricing and payment terms in effect at the time of purchase.
A Content Purchase grants you access to download and use the applicable Content in accordance with these Terms. For clarity, the purchase of Content does not grant you any ownership rights in such Content, and all rights are licensed, not sold. Your rights to use any Content are limited to those expressly granted in these Terms.
Certain features of the Services, including access to the content library, require a paid subscription (each, a “Subscription”). By purchasing a Subscription, you agree to pay all applicable fees and charges in accordance with the pricing and billing terms in effect at the time of purchase.[RC3] [js4] [RC5]
A Subscription provides access to the Services and does not, by itself, grant any ownership rights in any Content. Any rights to use Content are governed solely by separate terms.
5.2 Auto-Renewal and Recurring Charges
Subscriptions automatically renew at the end of each billing period (e.g., monthly or annually) unless canceled prior to the renewal date.
BY PURCHASING A SUBSCRIPTION, YOU EXPRESSLY AGREE THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND YOU AUTHORIZE AS IS (AND ITS THIRD-PARTY PAYMENT PROCESSORS) TO CHARGE YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR APPLICABLE FEES AND TAXES, WITHOUT FURTHER NOTICE, UNTIL YOU CANCEL.
You may cancel your Subscription at any time through your account settings or as otherwise provided in the Services. Cancellation will take effect at the end of the then-current billing period, unless otherwise required by applicable law.
5.3 No Refunds Policy
ALL FEES AND CHARGES ARE NON-REFUNDABLE. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT RECEIVE ANY REFUND OR CREDIT IF YOUR ACCESS IS SUSPENDED OR TERMINATED.
EXCEPT WHERE REQUIRED BY APPLICABLE LAW, THE COMPANY HAS NO OBLIGATION TO PROVIDE REFUNDS OR CREDITS FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, UNUSED TIME, DISSATISFACTION WITH THE SERVICES, OR ERRORS IN OUTPUT OR CONTENT.
5.4 Disclosure of Continuous Service
YOU UNDERSTAND AND AGREE THAT YOUR SUBSCRIPTION CONSTITUTES A CONTINUOUS SERVICE THAT WILL AUTOMATICALLY RENEW UNLESS AND UNTIL YOU CANCEL. YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES INCURRED PRIOR TO CANCELLATION, INCLUDING WHERE APPLICABLE, ANY CHARGES PROCESSED PRIOR TO THE EFFECTIVE DATE OF YOUR CANCELLATION.
5.5 Pricing and Changes
We reserve the right to change fees and pricing at any time in our sole discretion. If we change the pricing, we will provide advance notice in a clear and conspicuous manner as required by applicable law. Unless otherwise stated, such changes will take effect at the start of the next billing cycle following notice. Your continued use of the Services after the effective date of a price change constitutes your acceptance of the updated pricing.
5.6 Payment Authorization and Billing Terms
You agree to provide and maintain accurate, current, and complete billing information. You represent and warrant that you have the legal right to use the payment method provided. You authorize us to charge your payment method for all fees incurred in connection with your Subscription.
If your payment method fails, is declined, or cannot be processed for any reason, we may, without limitation, (i) retry billing, (ii) suspend or restrict your access to the Services, and/or (iii) terminate your Subscription or account. You remain responsible for all outstanding amounts owed.
5.7 Suspension and Termination for Non-Payment
Failure to pay any fees when due constitutes a material breach of these Terms. We reserve the right, in our sole discretion and without liability, to suspend, limit, or terminate your access to the Services for non-payment. We may also pursue any other remedies available under applicable law to recover unpaid amounts.
6. User Accounts
6.1 Account Registration and Accuracy
To access certain features of the Services, you may be required to create an account, as defined an (“Account”). You agree to provide true, accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy. You represent and warrant that all information you provide is accurate and that you will not impersonate any person or entity or misrepresent your identity or affiliation.
6.2 Account Security and Responsibility
You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your username and password. You agree not to share your Account credentials with any third party or allow any other person to access or use your Account. You are fully responsible for all activities that occur under your Account, whether or not authorized by you.
You agree to notify us immediately of any unauthorized access to or use of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to safeguard your account credentials.
6.3 Use Restrictions
You agree to use your Account only for lawful purposes and in compliance with these Terms. You may not use another user’s Account without permission or access the Services in any manner that could impair, disrupt, or interfere with the proper functioning of the Services.
6.4 Suspension and Termination
We reserve the right, in our sole discretion and without notice or liability, to suspend, restrict, or terminate your Account and/or access to the Services at any time for any reason, including, without limitation, if we believe that you have violated these Terms, applicable law, or engaged in conduct that is harmful to the Services, other users, or the Company.
Upon suspension or termination, your right to access and use the Services will immediately cease. We may, but are not obligated to, delete or deactivate your Account and any associated data, subject to applicable law.
6.5 No Obligation to Maintain Accounts
We have no obligation to maintain or store your Account, data, or content for any period of time, except as required by applicable law.
7. Acceptable Use
Restrictions on Use
You agree that you will not, and will not permit any third party to:
- Copy, reproduce, modify, adapt, translate, distribute, transmit, display, perform, publish, license, create derivative works from, or otherwise exploit any portion of the Services or content, except as expressly authorized in writing by As Is.
- Circumvent, disable, interfere with, or otherwise bypass any security features, access controls, or digital rights management (“DRM”) technologies used by or embedded in the Services.
- Access or use the Services through automated means, including bots, scripts, crawlers, scrapers, data mining tools, or unauthorized APIs, or otherwise engage in any activity that imposes an unreasonable or disproportionately large load on the Services or infrastructure.
- Scrape, extract, harvest, or collect data, content, or information from the Services.
- Upload, transmit, or introduce any viruses, worms, malware, Trojan horses, or other harmful or malicious code into or through the Services.
- Attempt to gain unauthorized access to any portion of the Services, accounts, systems, or networks, including through hacking, password mining, or any other means.
- Use the Services in any manner that is unlawful, fraudulent, deceptive, abusive, defamatory, harassing, or otherwise objectionable, or that violates the rights of any third party.
No Competitive Use
You agree that you will not access or use the Services, directly or indirectly, for the purpose of developing, operating, supporting, or enabling any product, service, or technology that competes with or is substantially similar to the Services, including any artificial intelligence or content-generation platform.
You further agree not to use the Services for benchmarking, competitive analysis, or evaluation for the purpose of developing or improving a competing offering without As Is’s prior written consent.
Liquidated Damages for Breach
You acknowledge and agree that any breach of the restrictions set forth in the “Restrictions on Use” or “No Competitive Use” sections may result in significant harm to As Is, the extent of which may be difficult to quantify. Accordingly, in the event of any such breach, you agree that As Is shall be entitled to recover liquidated damages in the amount of $100,000 per violation, or, if greater, two (2) times the total amount of fees paid or payable by you to As Is in the twelve (12) months preceding the breach, in each case as a reasonable estimate of anticipated damages and not as a penalty.
These liquidated damages are in addition to, and not in lieu of, any other rights or remedies available to As Is, including injunctive relief, equitable remedies, and recovery of attorneys’ fees and costs to the fullest extent permitted by applicable law.
No Ownership; Reservation of Rights
The Services and all content are owned by or licensed to As Is and are protected by intellectual property and other applicable laws. Except for the limited license granted above, no rights, title, or interest in or to the Services or content are transferred to you, and all rights not expressly granted are reserved by As Is and its licensors.
Enforcement
We reserve the right to investigate and take appropriate legal action against any violation of this Section, including suspension or termination of your account and pursuit of civil, criminal, or injunctive remedies.
8. Intellectual Property
Ownership of Services and Content
The Services, platform, and all content, materials, and technology made available through or in connection with the Services (collectively, the “Content”), including, without limitation, all text, graphics, images, logos, trademarks, service marks, trade names, audio, video, software, source code, object code, user interfaces, design, selection, compilation, and arrangement thereof, are owned by or licensed to As Is and are protected by intellectual property, copyright, trademark, trade secret, and other applicable laws.
Except for the limited license expressly granted to you under these Terms, no rights, title, or interest in or to the Services or Content are transferred or assigned to you, and all rights not expressly granted are reserved by As Is and its licensors.
Trademarks and Branding
All trademarks, service marks, logos, and trade names displayed on or in connection with the Services (the “Marks”) are proprietary to As Is or its licensors. You are not granted any right or license to use any Marks without the prior written consent of As Is or the applicable rights holder.
You agree not to use, copy, imitate, or display any Marks in a manner that could cause confusion as to ownership or affiliation, or in any manner that disparages or dilutes the reputation or goodwill associated with the Marks.
Restrictions on Use of Content
Except as expressly permitted under these Terms, you may not copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any Content without the prior written consent of As Is. Any unauthorized use of the Content may violate intellectual property laws and these Terms.
Feedback
If you submit, provide, or otherwise make available to As Is any feedback, comments, suggestions, ideas, improvements, or other input regarding the Services or Content (collectively, “Feedback”), you hereby grant As Is a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), and unrestricted license to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, create derivative works from, and otherwise exploit such Feedback for any purpose, commercial or otherwise, without notice, attribution, or compensation to you.
You represent and warrant that you have all rights necessary to grant the foregoing license and that your Feedback does not infringe or violate the rights of any third party. As Is shall be under no obligation to use any Feedback.
9. User Content and Data Rights
9.1 User Content; License Grant
In connection with your use of the Services, you may provide or submit information, data, prompts, inputs, profile information, or other materials (collectively, “User Content”).
As between you and As Is, you retain ownership of your User Content. However, by providing User Content, you grant As Is a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), and perpetual (or for the maximum duration permitted by applicable law) license to use, reproduce, store, process, modify, adapt, publish, translate, distribute, display, perform, and create derivative works from such User Content for the purposes of (i) operating, providing, maintaining, and improving the Services, (ii) developing new products, features, and functionality, and (iii) any other purpose consistent with these Terms and our Privacy Policy.[js6]
9.2 Representations and Warranties
You represent and warrant that:
(i) you own or have all necessary rights, licenses, consents, and permissions to submit and use the User Content in connection with the Services;
(ii) the User Content does not and will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any third party; and
(iii) the User Content complies with these Terms and all applicable laws.
9.3 Current Service Functionality; Future Content Features
Currently, the Services do not enable public posting or sharing of User Content beyond basic account or profile information. If As Is, in its sole discretion, introduces functionality that permits users to upload, post, or share content publicly or with other users:
- You will retain ownership of your User Content, subject to the license granted herein.
- You grant As Is the rights set forth in Section 9.1, including the right to host, use, reproduce, display, and distribute such User Content in connection with the Services.
- As Is reserves the right, but not the obligation, to review, monitor, remove, or disable access to any User Content at any time and for any reason, including if such content violates these Terms, our policies, or applicable law.
10. Copyright Policy (DMCA)
As Is respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with the requirements of the Digital Millennium Copyright Act (“DMCA”) and other applicable laws.
10.1 Notification of Claimed Infringement
If you believe that any content available on or through the Services infringes your copyright, you may submit a written notification to our designated agent that includes the following information:
- Your physical or electronic signature.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works.
- Identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to permit us to locate the material (e.g., URL or specific location within the Services).
- Your name, mailing address, telephone number, and email address.
- A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
10.2 Designated Agent Contact Information
DMCA notices and counter-notices should be sent to As Is’s designated agent at:
10.3 Counter-Notification
If you believe that your content was removed or disabled by mistake or misidentification, you may submit a counter-notification that includes:
- Your physical or electronic signature.
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or disabled.
- A statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification.
- Your name, address, telephone number, and email address.
- A statement that you consent to the jurisdiction of the federal court located in your district of residence (or, if outside the United States, that you consent to jurisdiction in any judicial district in which As Is may be found), and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
Upon receipt of a valid counter-notification, As Is may restore the removed content in accordance with the DMCA, unless the original complaining party files a court action seeking to restrain such restoration.
10.4 Repeat Infringer Policy
In accordance with the DMCA and other applicable law, As Is maintains a policy of terminating, in appropriate circumstances and at its sole discretion, users who are deemed to be repeat infringers.
10.5 Misrepresentations
Any person who knowingly materially misrepresents that material or activity is infringing, or that it was removed or disabled by mistake or misidentification, may be subject to liability under applicable law.
11. Acceptable Use and Prohibited Conduct
You agree to use the Services only in compliance with these Terms and all applicable laws, rules, and regulations. You may not use the Services in any manner that is unlawful, harmful, fraudulent, or abusive, or that interferes with the operation, security, or integrity of the Services.
Without limiting the foregoing, you agree that you will not, and will not permit any third party to:
Misuse of Services
- Abuse, exploit, or misuse the Services, including by generating harmful, deceptive, or unlawful content.
- Circumvent, bypass, or attempt to circumvent any safeguards, filters, rate limits, or safety mechanisms implemented in the Services.
- Use the Services for any illegal purpose or in violation of any applicable law or regulation.
- Extract, scrape, harvest, or collect data, content, or outputs from the Services except as expressly permitted.
Improper Conduct
- Harass, threaten, intimidate, or abuse any person.
- Impersonate any individual or entity, or falsely state or misrepresent your affiliation with a person or entity.
- Post, transmit, or otherwise make available any content that is obscene, pornographic, defamatory, libelous, hateful, discriminatory, or otherwise unlawful.
- Engage in fraud, scams, phishing, or deceptive or misleading practices.
- Use any Content in connection with political campaigns, political advertising, or for the purpose of endorsing or opposing any candidate, political party, public office holder, or political issue.
System and Network Abuse
- Interfere with, disrupt, damage, or gain unauthorized access to any systems, servers, networks, or infrastructure used in connection with the Services.
- Attempt to probe, scan, or test the vulnerability of any system or network.
- Introduce any viruses, malware, or other harmful code into the Services.
Reverse Engineering and Extraction
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, algorithms, or structure of the Services, except to the extent expressly permitted by applicable law.
- Attempt to extract, reconstruct, or replicate any underlying models, datasets, or systems used in the Services.
General Legal Compliance
- Violate any applicable local, state, national, or international law or regulation.
Enforcement
We reserve the right, in our sole discretion, to investigate and take appropriate action against any violation of this Section, including suspending or terminating your access to the Services and pursuing any legal remedies available.
12. Disclaimers
“AS IS” and “AS AVAILABLE”
THE SERVICES, PLATFORM, AND ALL CONTENT, INCLUDING ANY OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AS IS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION:
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
- WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE;
- ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
No Guarantee of Accuracy or Results
AS IS DOES NOT WARRANT OR GUARANTEE THAT:
- Any Content or information available through the Services is accurate, complete, reliable, or current;
- The Services will meet your requirements or expectations;
- The Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components; or
- Any results or outcomes obtained from use of the Services or Content will be suitable for your intended purposes.
As Is makes no representations or warranties regarding the suitability of any Content for any particular use, including commercial use, and you are solely responsible for determining whether any Content is appropriate for your intended use.
YOUR USE OF THE SERVICES AND ANY CONTENT IS AT YOUR OWN RISK.
Third-Party Content and Services
THE SERVICES MAY INCLUDE OR PROVIDE ACCESS TO THIRD-PARTY CONTENT, LINKS, OR SERVICES. AS IS DOES NOT CONTROL, ENDORSE, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY CONTENT OR SERVICES, AND MAKES NO WARRANTIES WITH RESPECT THERETO.
Jurisdictional Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Third-Party Recognition
Any reliance on a Certificate by you or any third party is at your own risk. As Is does not control and is not responsible for how any third party evaluates or recognizes Certificates.
13. THIRD-PARTY SERVICES
The Services may contain links to, or otherwise integrate with, websites, applications, platforms, or services operated by third parties (“Third-Party Services”), including, without limitation, payment processors, analytics providers, hosting providers, and other external tools.
No Control or Endorsement
As Is does not control, endorse, or assume any responsibility for any Third-Party Services, including their content, functionality, availability, security, or practices. The inclusion of any Third-Party Services does not imply any affiliation with or endorsement by As Is.
Independent Terms and Policies
Your access to and use of any Third-Party Services is governed solely by the terms, conditions, and policies of such third parties. You are solely responsible for reviewing and complying with those terms. As Is is not a party to, and assumes no liability under, any agreement between you and any third-party provider.
Use at Your Own Risk
You access and use Third-Party Services at your own risk. To the fullest extent permitted by applicable law, As Is disclaims all liability arising from or related to your use of, or reliance on, any Third-Party Services, including any loss, damage, or harm resulting from transactions, interactions, or data sharing with such third parties.
Third-Party Transactions
Any dealings, purchases, or transactions you enter into with third parties through or in connection with the Services are solely between you and such third party. As Is is not responsible for any products, services, representations, warranties, or obligations of any third party.
Data Sharing
If you choose to connect, access, or use any Third-Party Services in connection with the Services, you acknowledge and agree that your data may be shared with such third parties in accordance with their respective privacy policies and your settings or instructions. As Is is not responsible for how such third parties collect, use, or process your data.
Modification or Discontinuation
As Is reserves the right, at any time and without notice, to modify, suspend, or discontinue the availability of any Third-Party Services within the Services, without liability to you.
14. Our Commitment to Accessibility
As Is is committed to making our Services accessible to as many users as possible, including individuals with disabilities. We strive to provide an inclusive and user-friendly experience for all users and are continually working to improve the accessibility and usability of our platform.
14.1 Accessibility Standards
We aim to design and maintain the Services in a manner consistent with generally recognized accessibility standards, including the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, to the extent reasonably practicable.
However, we do not guarantee that the Services will conform to any specific accessibility standard at all times, and certain features may not yet be fully accessible.
14.2 Ongoing Efforts
We are actively working to improve accessibility across the Services, which may include:
· Enhancing compatibility with screen readers and assistive technologies;
· Improving keyboard navigation and user interface structure;
· Providing captions or transcripts for video content where feasible;
· Monitoring and addressing accessibility issues as they are identified.
14.3 Feedback and Assistance
If you experience difficulty accessing any part of the Services or have suggestions on how we can improve accessibility, please contact us:
Please include:
· A description of the issue;
· The page or feature you were trying to access; and
· Your contact information (optional), so we can follow up.
We will make reasonable efforts to respond and address accessibility concerns in a timely manner.
14.4 Third-Party Content
Some content or features within the Services may be provided by third parties. We do not control the accessibility of third-party content but encourage providers to offer accessible experiences.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS IS, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AS IS PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY CONTENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ANY AS IS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE AS IS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY CONTENT SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO AS IS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IF YOU HAVE NOT PAID ANY AMOUNTS TO AS IS, THE AS IS PARTIES SHALL HAVE NO LIABILITY TO YOU.
THE AS IS PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM YOUR USE OR MISUSE OF CONTENT, INCLUDING ANY FAILURE TO OBTAIN NECESSARY RIGHTS, PERMISSIONS, OR CLEARANCES.
Scope of Limitation
WITHOUT LIMITING THE FOREGOING, THE AS IS PARTIES SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM OR RELATED TO:
- YOUR USE OF OR INABILITY TO USE THE SERVICES;
- ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF YOUR DATA OR TRANSMISSIONS;
- ANY CONTENT, INCLUDING OUTPUT, OR ANY THIRD-PARTY CONTENT, STATEMENTS, OR CONDUCT;
- ANY INTERRUPTION, DELAY, OR FAILURE IN THE SERVICES; OR
- ANY OTHER MATTER RELATING TO THE SERVICES.
Essential Basis of the Bargain
YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND AS IS, AND THAT AS IS WOULD NOT PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.
Jurisdictional Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES. TO THE EXTENT SUCH LAWS APPLY TO YOU, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.
16. Indemnification
You agree to defend, indemnify, and hold harmless As Is, its affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the “As Is Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:
- Your access to, use of, or misuse of the Services or any Content;
- Your violation of these Terms or any applicable law, rule, or regulation;
- Your use of any Content, including any use that exceeds or violates any applicable license or agreement;
- Your failure to obtain any required rights, permissions, consents, or clearances in connection with your use of Content;
- Your breach of any representations, warranties, or obligations under these Terms; or
- Your interactions or disputes with any third party arising out of or related to your use of the Services or Content.
As Is reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In such case, you agree to cooperate fully with As Is in the defense of such matter.
You may not settle any claim without As Is’s prior written consent if such settlement would impose any liability, obligation, or admission on any As Is Indemnified Party.
This indemnification obligation will survive the termination or expiration of these Terms and your use of the Services.
17. Governing Law, Dispute Resolution and Arbitration
17.1 Governing Law
These Terms and any dispute, claim, or controversy arising out of or relating to the Services or these Terms (collectively, “Disputes”) shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, except that the Federal Arbitration Act (“FAA”) shall govern the interpretation and enforcement of the arbitration provisions set forth herein.
17.2 Informal Dispute Resolution
Before initiating any legal proceeding or arbitration, you agree to first attempt to resolve any Dispute informally by providing written notice to As Is at[js11] [RC12] [js13] [RC14] :
Your notice must include: (i) your name, (ii) your contact information, (iii) a description of the Dispute, and (iv) the relief sought.
The parties agree to use good-faith efforts to resolve the Dispute within thirty (30) days after receipt of such notice. No arbitration or legal proceeding may be initiated until this informal resolution process has been completed.
17.3 Binding Arbitration
If a Dispute is not resolved through an informal resolution process, such Dispute shall be resolved exclusively by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (or, if applicable, its Consumer Arbitration Minimum Standards and applicable consumer arbitration rules) then in effect.
The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable JAMS rules. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void, voidable, unconscionable, or otherwise invalid.
The arbitration shall take place in [Los Angeles, California] (or remotely if agreed by the parties or directed by the arbitrator), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
17.4 Arbitration Location and Procedure
Unless otherwise required by applicable law or agreed by the parties, arbitration shall take place in the State of California. The arbitration may be conducted in person, by video conference, or based on written submissions, as determined by the arbitrator in accordance with applicable rules.
17.5 Class Action and Jury Trial Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND AS IS AGREE THAT ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING.
YOU AND AS IS FURTHER WAIVE ANY RIGHT TO A JURY TRIAL.
17.6 Exceptions; Injunctive Relief
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or address actual or threatened infringement, misappropriation, or violation of intellectual property or proprietary rights.
17.7 Opt-Out Right
You may opt out of this arbitration agreement and class action waiver by providing written notice to[js15] [RC16] [js17] _____________ within thirty (30) days of first accepting these Terms.
Your opt-out notice must include your name and a clear statement that you wish to opt out of arbitration. If you opt out, neither party will be bound by this Section 17.
17.8 Survival and Severability
This Section shall survive termination of these Terms. If any portion of this Section is found to be unenforceable, the remaining provisions shall remain in full force and effect, except that if the class action waiver is found unenforceable, the arbitration provision shall be null and void.
18. Termination; Electronic Communications
18.1 Termination and Suspension
As Is reserves the right, in its sole discretion and without notice or liability, to suspend, restrict, or terminate your access to the Services or your account at any time and for any reason, including, without limitation, if you violate these Terms, applicable law, or engage in conduct that we determine is harmful to the Services, other users, or As Is.
You may terminate your account at any time by following the account cancellation procedures provided through the Services.
18.2 Effect of Termination
Upon suspension or termination of your account or access to the Services for any reason:
- All rights and licenses granted to you under these Terms and associated terms, including the Terms of Service [js18] will immediately terminate.
- You must immediately cease all use of the Services.
- Any outstanding payment obligations will remain due and payable.
- As Is may, but is not obligated to, delete or deactivate your account and any associated data, subject to applicable law.
Termination shall not limit any of As Is’s rights or remedies at law or in equity.
18.3 Survival
Any provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, provisions relating to intellectual property, licenses granted by you, disclaimers, limitation of liability, indemnification, dispute resolution, arbitration, and any accrued rights or obligations.
18.4 Electronic Communications Consent (E-SIGN)
By accessing or using the Services, you consent to receive all agreements, notices, disclosures, and other communications from As Is electronically, including via email, in-app notifications, SMS, or other electronic means, in accordance with the Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”).
You agree that such electronic communications satisfy any legal requirement that such communications be in writing.
18.5 Transactional Communications
You acknowledge and agree that certain communications are necessary for the operation of the Services and your account, including, without limitation, account notifications, billing statements, receipts, service updates, and legal notices (“Transactional Communications”).
You may not opt out of receiving Transactional Communications while maintaining an active account.
18.6 Marketing Communications
You may also receive marketing and promotional communications from As Is, including emails, push notifications, and SMS messages (“Marketing Communications”).
You may opt out of Marketing Communications at any time by following the unsubscribe instructions included in such communications or by adjusting your account settings, where available. Opting out of Marketing Communications does not affect your receipt of Transactional Communications.
18.7 SMS Communications
By providing your mobile phone number and opting in, you consent to receive SMS messages from As Is, including Marketing Communications where permitted by law.
- Consent to receive SMS messages is not a condition of purchase.
- Message and data rates may apply.
- Message frequency may vary.
- You may opt out at any time by replying “STOP” to any SMS message.
- For assistance, you may reply “HELP” or contact us at[js19] [RC20]
19. Miscellaneous
19.1 Entire Agreement
These Terms, together with any policies or documents incorporated by reference, including the Terms of Service and/or Privacy Policy, constitute the entire agreement between you and As Is regarding the Services and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the subject matter herein.
19.2 Assignment
You may not assign, transfer, delegate, or sublicense these Terms, in whole or in part, without the prior written consent of As Is, and any attempted assignment in violation of the foregoing shall be null and void.
As Is may assign or transfer these Terms, in whole or in part, without restriction and without notice, including in connection with a merger, acquisition, reorganization, or sale of assets.
19.3 Force Majeure
To the fullest extent permitted by applicable law, As Is shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, riots, labor disputes, strikes, governmental actions, embargoes, failures or interruptions of utilities or telecommunications networks, internet service disruptions, or failures of third-party service providers.
19.4 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect.
19.5 No Waiver
The failure of As Is to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and shall apply only to the specific instance for which it is given.
19.6 Headings
Section headings are for convenience only and shall not affect the interpretation of these Terms.
20. Contact Information[js21] [RC22]
As Is Content LLC
Email:
[js1]Link to policy
[js2]Putting a pin here until decision is made re: Trademarking
[RC3]So, it's not a subscription model at this point – its a per-clip/per-collection purchase mode.
[js4]See updated language above. That should work for the current model and let's save the subscription language (but remove from the final terms) in case it becomes relevant.
[RC5]Makes sense to us.
[js6]Add link
[js7]Need to add
[RC8]I imagine we would make a inbox for this
DMCA@asiscontent.com
[js9]Add email
[RC10]Feedback@Asiscontent.com
[js11]Need to add email contact
[RC12]Should this be the registered agent? Or another just re-direct mailbox notices@asiscontent.com
[js13]yeah it should just be a general inbox that is monitored. No need to be a registered agent.
[RC14]Ok, we will create all of these aliases and amend at the end.
[js15]Need to add
[RC16]notices@ // or registered agent.
[js17]notices definitely
[js18]add link
[js19]add contact
[RC20]support@
[js21]Need to add
[RC22]hello@
Privacy
AS IS CONTENT PRIVACY POLICY
Effective Date: [Insert Date]
Last Updated: [Insert Date]
This Privacy Policy describes how As Is Content LLC (“As Is,” “we,” “us,” or “our”) collects, uses, discloses, and processes personal information in connection with your use of the As Is services, platform, including our website, mobile applications,content, and related services (collectively, the “Services”).
By using the Services, you agree to the practices described in this Privacy Policy.
1. Information We Collect
We may collect personal information and other data about you in a variety of ways when you access or use the Services. The categories of information we collect include:
1.1 Account Information
Information you provide when you create or maintain an account, if applicable, such as your name, email address, phone number, username, profile information, and any other identifiers you choose to provide and other identifiers such as online identifiers or account IDs.
1.2 Device and Technical Data
Information automatically collected when you use the Services, including your device type, operating system, browser type, application version, device identifiers, IP address, language preferences, time zone, crash logs, diagnostics, and other technical information about your device and connection.
1.3 Usage Information
Information about how you interact with the Services, including pages or screens viewed, content accessed, downloaded, saved, or licensed, features used, time spent, clickstream data, search queries, and navigation patterns.
1.4 Payment and Transaction Data
If you make purchases or subscribe to paid Services, payment processing is handled by third-party providers such as Apple App Store, Google Play, or our payment processors. We do not store full payment card details. We may receive limited information related to your transactions, such as confirmation of payment, subscription status, billing history, and partial identifiers.
1.5 Support and Communications
Information you provide when you contact us for customer support, submit feedback, respond to surveys, or otherwise communicate with us, including the content of your messages and any attachments.
1.6 User Content and Inputs
Information you submit through the Services, including profile data, account information, and any content or information you provide in connection with your use of the Services.
1.7 Cookies and Similar Technologies
We and our service providers may use cookies, pixels, SDKs, and similar tracking technologies to collect information about your interactions with the Services and to support functionality, analytics, and personalization. You can manage certain preferences through your device or browser settings to support functionality, analytics, performance, and, where applicable, marketing and advertising.
1.8 Information from Third Parties
We may receive information about you from third parties, including payment processors, analytics providers, and platform providers (such as app stores), and combine it with other information we collect.
2. Information You Provide
We collect information that you voluntarily provide to us when you access or use the Services, create an account, make a purchase, interact with features, or communicate with us. This may include:
- Account Information: Such as your name, email address, phone number, username, password, and other login credentials or identifiers you provide when creating or maintaining an account.
- Profile Information: Information you choose to include in your profile, such as profile images, preferences, or other optional details.
- Payment Information: If you make purchases or subscribe to paid Services, payment information is processed by third-party payment providers (such as app stores or payment processors). We do not store full payment card details but may receive limited transaction-related information, such as confirmation of payment, subscription status, and billing history.
- Communications: Information you provide when you contact us, including customer support inquiries, feedback, survey responses, or other communications, along with any attachments or related metadata.
- User-Provided Information: Any other information you choose to provide through the Services in connection with your use of the platform.
You represent that any information you provide is accurate, current, and complete, and that you have the lawful right to provide such information. You should avoid submitting sensitive personal information unless necessary.
3. How We Use Information
We use the information we collect for the following purposes:
3.1 To Provide and Operate the Services
- Operate, maintain, and administer the Services;
- Provide access to the content library and related features;
- Process transactions and manage accounts and subscriptions;
- Authenticate users and provide customer support.
3.2 To Improve and Develop the Services
- Analyze usage trends and user behavior;
- Improve functionality, performance, and user experience;
- Develop new features, products, and services;
- Generate analytics, insights, and aggregated data to enhance the Services.
3.3 Personalization and User Experience
- Recommend content, features, and experiences based on your interactions with the Services;
- Customize and optimize the Services;
- Measure engagement and improve usability.
3.4 Communications
- Send transactional communications, such as account notifications, receipts, and service updates;
- Respond to inquiries, feedback, and support requests;
- Send marketing and promotional communications, where permitted by law and in accordance with your preferences.
3.5 Security, Fraud Prevention, and Enforcement
- Detect, investigate, and prevent fraud, abuse, unauthorized access, and other harmful activities;
- Enforce these Terms and other applicable policies;
- Protect the rights, property, and safety of As Is, our users, and others.
3.6 Legal Compliance
- Comply with applicable laws, regulations, and legal obligations;
- Respond to lawful requests from courts, regulators, or government authorities;
- Enforce legal rights and defend against claims.
3.7 Analytics and De-Identified Data
We may create and use aggregated, anonymized, or de-identified information that does not reasonably identify you for any lawful purpose, including analytics, research, product development, and improving the Services.
4. Sharing of Information
We may disclose your information to the following categories of recipients, for the purposes described in this Privacy Policy:
4.1 Service Providers and Vendors
We may share information with third-party service providers that perform services on our behalf, including:
- Cloud hosting and infrastructure providers;
- Payment processors and billing providers;
- Analytics and performance providers;
- Marketing, communications, and customer support tools; and
- Security, fraud prevention, and IT service providers.
These service providers are authorized to use your information only as necessary to provide services to us and are contractually obligated to protect your information and process it in accordance with applicable law.
4.2 Legal and Regulatory Disclosures
We may disclose your information if we believe in good faith that such disclosure is necessary to:
- Comply with applicable laws, regulations, legal processes, or governmental requests;
- Enforce our Terms, agreements, or policies;
- Detect, prevent, or address fraud, security, or technical issues; or
- Protect the rights, property, or safety of As Is, our users, or others.
4.3 Business Transfers
In the event of a merger, acquisition, financing, reorganization, bankruptcy, or sale of all or a portion of our business or assets, your information may be transferred as part of that transaction. We will take reasonable steps to ensure that your information remains subject to appropriate confidentiality protections.
4.4 With Your Consent or Direction
We may share your information with third parties when you direct us to do so or otherwise provide your consent, including when you choose to connect third-party services, integrations, or external platforms.
4.5 Aggregated and De-Identified Data
We may share aggregated, anonymized, or de-identified information that does not reasonably identify you with third parties for any lawful purpose, including analytics, research, and business development.
4.6 Advertising and Analytics
We may share information with analytics and advertising partners to help us understand how users interact with the Services, measure performance, and, where applicable, deliver and evaluate marketing campaigns. These third parties may use cookies and similar technologies as described in this Privacy Policy.
5. Data Retention
We retain personal information for as long as necessary to fulfill the purposes described in this Privacy Policy, including to provide and operate the Services, comply with legal obligations, resolve disputes, and enforce our agreements.
5.1 Retention Periods
Retention periods vary depending on the type of information and the purposes for which it is processed. In general:
- We retain personal information for as long as your account is active or as necessary to provide the Services;
- We may retain certain information after account termination for a reasonable period to comply with legal, tax, accounting, and regulatory obligations; and
- We may retain information as necessary to detect or prevent fraud, enforce our Terms, protect our legal rights, and maintain the security and integrity of the Services.
5.2 Deletion and Residual Copies
When personal information is no longer required for the purposes described above, we will take reasonable steps to delete, anonymize, or de-identify it in accordance with applicable law.
Please note that certain information may be retained for longer periods where required or permitted by law, and residual copies may persist in backup systems or archives for a limited period of time before being overwritten or deleted in the ordinary course of business.
5.3 De-Identified Data
We may retain and use aggregated, anonymized, or de-identified information that does not reasonably identify you for any lawful purpose, including analytics, research, product development, and improving the Services. We may retain such information indefinitely.
6. Security
We implement reasonable and appropriate technical, administrative, and organizational measures designed to protect your personal information from unauthorized access, use, alteration, disclosure, or destruction.
6.1 Security Measures
Our security practices may include, without limitation:
- Encryption of data in transit and, where appropriate, at rest;
- Access controls and authentication mechanisms designed to restrict access to authorized personnel;
- Monitoring, logging, and testing of systems and infrastructure;
- Evaluation and oversight of service providers and vendors; and
- Internal policies and procedures designed to safeguard information and respond to potential security incidents.
6.2 No Guarantee of Absolute Security
Despite our efforts, no method of transmission over the internet or method of electronic storage is completely secure. Accordingly, we cannot guarantee the absolute security of your information, and any transmission of information to or through the Services is at your own risk.
6.3 User Responsibilities
You are responsible for maintaining the confidentiality of your account credentials and for taking reasonable steps to protect your information. You should promptly notify us at[js1] [RC2] __________ of any suspected unauthorized access to your account or any security breach.
6.4 Security Incidents
In the event of a data security incident affecting your personal information, we will take appropriate steps to investigate, mitigate, and, where required by applicable law, notify affected individuals and relevant authorities.
7. Cookies and Tracking Technologies
We and our service providers use cookies, pixels, software development kits (SDKs), and similar tracking technologies (“Tracking Technologies”) to collect information about your interactions with the Services.
7.1 Types of Tracking Technologies We Use
We may use the following types of Tracking Technologies:
- Cookies: Small data files stored on your device that help us recognize you and remember your preferences.
- Analytics Tools: Technologies (e.g., third-party analytics providers) that help us understand how users interact with the Services.
- Pixels and Tags: Small pieces of code used to track user activity and measure the effectiveness of features or communications.
- SDKs and Device Identifiers: Tools used in mobile applications to collect device and usage data.
7.2 How We Use Tracking Technologies
We use Tracking Technologies for purposes including:
- Operating and improving the functionality and performance of the Services;
- Understanding user behavior, usage patterns, and engagement;
- Personalizing content and user experience;
- Analyzing trends and measuring the effectiveness of features; and
- Supporting security, fraud prevention, and system integrity.
7.3 Your Choices and Controls
You may control or limit the use of certain Tracking Technologies through your browser or device settings, including by:
- Blocking or deleting cookies through your browser settings;
- Adjusting mobile device privacy settings (e.g., limiting ad tracking);
- Using opt-out mechanisms provided by certain analytics or advertising providers, where available.
Please note that disabling certain Tracking Technologies may affect the functionality or performance of the Services.
7.4 Do Not Track
Some browsers offer a “Do Not Track” (“DNT”) signal. Because there is no consistent industry standard for how to respond to DNT signals, we do not currently respond to such signals.
8. Children’s Privacy
The Services are not intended for children under the age of thirteen (13), and we do not knowingly collect, use, or disclose personal information from children under 13.
If you are between the ages of thirteen (13) and seventeen (17), you may use the Services only with the involvement, consent, and supervision of a parent or legal guardian. In such cases, the parent or legal guardian must provide consent to the collection and use of the minor’s personal information and is responsible for the minor’s use of the Services.
If you are under 13, you may not access or use the Services or provide any personal information to us.
Parental Rights and Controls
If you are a parent or legal guardian and believe that your child has provided personal information to us without your consent, you may contact us to request review, deletion, or cessation of further collection of your child’s information.
Deletion of Underage Data
If we become aware that we have collected personal information from a child under the age of 13 without verified parental consent, we will take reasonable steps to delete such information as soon as practicable in accordance with applicable law.
Contact
If you believe that a minor has provided personal information to us in violation of this policy, please contact us at[js3] [RC4] :
We will promptly investigate and take appropriate action.
9. International Users
The Services are operated and controlled from the United States. If you access or use the Services from outside the United States, you acknowledge and agree that your information may be transferred to, processed in, and stored in the United States and other jurisdictions where we or our service providers operate.
Cross-Border Transfers
These countries may have data protection laws that are different from, and in some cases less protective than, the laws of your country of residence. By using the Services, you consent to the transfer of your information to the United States and such other jurisdictions, as described in this Privacy Policy.
Where required by applicable law, we take appropriate measures to protect personal information transferred across borders, which may include contractual safeguards or reliance on recognized legal transfer mechanisms.
Your Responsibility
You are responsible for ensuring that your use of the Services complies with applicable laws in your jurisdiction.
10. Changes to This Privacy Policy
We may update or modify this Privacy Policy from time to time in our sole discretion. When we do, we will revise the “Last Updated” date at the top of this Privacy Policy and, where required by applicable law, provide additional notice (such as by email, in-app notification, or other prominent means).
Your continued access to or use of the Services after any changes to this Privacy Policy become effective constitutes your acknowledgment of and agreement to the revised Privacy Policy.
If you do not agree to the updated Privacy Policy, you must discontinue use of the Services.
11. Your Privacy Rights
Depending on your state or country of residence, you may have certain rights regarding your personal information under applicable data protection laws, including, without limitation, laws in California, Colorado, Connecticut, Utah, Virginia, Texas, Oregon, Delaware, Iowa, Indiana, Montana, and Tennessee.
Subject to applicable law and verification of your identity, you may have the right to:
- Access: Request access to the personal information we hold about you, including information about how we collect, use, and disclose it.
- Correction: Request that we correct inaccurate or incomplete personal information.
- Deletion: Request that we delete your personal information, subject to certain exceptions permitted by law.
- Portability: Request a copy of your personal information in a portable, machine-readable format.
- Opt-Out of Certain Processing: Opt out of targeted advertising, the “sale” or “sharing” of personal information (as defined under applicable law), or certain profiling activities.
- Appeal: Appeal our decision if we deny your request, where such rights are provided under applicable law.
Exercising Your Rights
To exercise any of these rights, please contact us at[js5] [RC6] _____________ or follow any in-app or account-based request mechanisms, where available. We may need to verify your identity before processing your request and may request additional information for this purpose.
Authorized Agents
Where permitted by applicable law, you may designate an authorized agent to submit requests on your behalf. We may require proof of authorization and verification of your identity before fulfilling such requests.
Non-Discrimination
We will not discriminate against you for exercising your privacy rights, including by denying services, charging different prices, or providing a different level or quality of services, except as permitted by applicable law.
Limitations
Your rights may be subject to limitations and exceptions under applicable law, including where retention of information is necessary to comply with legal obligations, complete transactions, detect fraud, or enforce our agreements.
12. Contact Us
If you have any questions, concerns, or requests regarding this Privacy Policy or our data practices, or if you wish to exercise your privacy rights, you may contact us using the information below:
We will make reasonable efforts to respond to your request in a timely manner and in accordance with applicable law.
[js1]add contact
[RC2]privacy@
[js3]Add contact email
[RC4]privacy@
[js5]add contact
[RC6]privacy@
[js7]add contact
[RC8]privacy@
License
AS IS CONTENT LICENSE AGREEMENT
Effective Date: [Insert Date]
Last Updated: [Insert Date]
1. Terms of Service; Scope
These Terms of Service (“Terms”) constitute a legally binding agreement between you, or the entity on whose behalf you are entering into these Terms (“you” or “Customer”), and As Is Content LLC (“As Is,” “we,” “us,” or “our”), and govern your access to and use of any content made available through the Services (the “Content”).
By purchasing, accessing, downloading, or using any Content, you agree to be bound by these Terms.
If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case “you” will refer to that entity.
1.1 Modifications
We may modify or update these Terms from time to time in our sole discretion. When we do, we will update the “Last Updated” date and, where required by applicable law, provide reasonable notice.
Any modifications will apply on a prospective basis. By accessing or using Content after such modifications become effective, you agree to be bound by the updated Terms.
1.2 No Ownership; License Required
All Content is owned by or licensed to As Is and is protected by applicable intellectual property laws.
Your access to the Services or Content does not grant you any ownership rights. Any rights to use Content are granted solely pursuant to the license set forth in these Terms.
1.3 Definitions
For purposes of these Terms:
- “Content” means all content made available through the Services, including, without limitation, images, photographs, illustrations, graphics, videos, footage, and other visual or audiovisual materials.
- “Images” means still photographs, illustrations, graphics, vectors, and similar visual works.
- “Video” means moving images, animations, films, video clips, motion graphics, and other audiovisual works.
- “Visual Content” means, collectively, Images and Video.
2. License Grant
Subject to your compliance with these Terms and payment of all applicable fees, As Is grants you a perpetual, non-exclusive, non-transferable, sublicensable[RC1] [js2] [RC3] , as set forth herein, worldwide, royalty-free license to download and use the specific video and/or image content assets (the “Content”) included in the clip set(s) you have purchased (each, a “Purchased Set”).
You may sublicense the Content solely as incorporated into your own projects, productions, or works, provided that (a) such sublicenses do not grant any third party the right to access, extract, reproduce, or use the Content on a standalone basis, and (b) you remain responsible for ensuring that any such third party complies with the restrictions set forth in these Terms.
For clarity, your license rights apply only to the Content included in the Purchased Set(s) you have paid for and do not extend to any other Content made available by As Is.
2.1 Content Tiers
As Is may offer Content in different formats, qualities, or versions, including but not limited to:
- “Pro Version” (e.g., higher resolution, uncolored/raw formats); and
- “Lite Version” (e.g., HD, color-graded formats).
The license rights granted under these Terms are the same regardless of the Content tier purchased. However, your rights extend only to the specific version of the Content included in your Purchased Set.
2.2 Scope of Permitted Use
Subject to these Terms, you may use the Content for any lawful purpose, including personal and commercial use, including without limitation:
- In digital formats, including websites, social media, online advertising, applications, and digital publications;
- In audiovisual productions, including films, videos, advertisements, and other multimedia works;
- In printed materials, including marketing materials and promotional content; and
- In connection with client work or commercial projects.
You may modify, adapt, and incorporate the Content into your own works, provided that such use complies with these Terms.
RESERVATION OF RIGHTS. ALL MOTION PICTURE, TELEVISION, STREAMING, AND THEATRICAL RIGHTS ARE EXPRESSLY EXCLUDED FROM THE LICENSE GRANTED HEREIN AND ARE RESERVED EXCLUSIVELY BY LICENSOR. LICENSEE ACKNOWLEDGES THAT ANY DEVELOPMENT, PRODUCTION, DISTRIBUTION, OR EXPLOITATION OF THE LICENSED MATERIAL, OR ANY ELEMENT THEREOF, IN CONNECTION WITH A FEATURE FILM, TELEVISION SERIES, STREAMING PROGRAM, DOCUMENTARY, OR THEATRICAL PRODUCTION, SHALL REQUIRE LICENSOR'S PRIOR WRITTEN APPROVAL AND A SEPARATE NEGOTIATED AGREEMENT SETTING FORTH THE APPLICABLE RIGHTS AND COMPENSATION[js4] .
2.3 Perpetual and Royalty-Free Rights
The license granted herein is perpetual and royalty-free. Once granted, you may continue to use the Content indefinitely without additional payment, provided that you remain in compliance with these Terms.
2.4 No Ownership
The Content is licensed, not sold. As Is and its licensors retain all right, title, and interest in and to the Content. Except for the rights expressly granted in these Terms, no rights are transferred to you.
2.5 Delivery and Access
Upon completion of a valid purchase, As Is will make the Content included in the applicable Purchased Set available to you for download through the Services or via another delivery method designated by As Is.
(a) Access to Downloads
You are responsible for downloading and securely storing the Content after it is made available to you. As Is does not guarantee that Content will remain available for download indefinitely and reserves the right to limit or revoke access to download links at any time.
(b) File Formats and Quality
Content will be delivered in the format, resolution, and version (including Pro Version or Lite Version) associated with the Purchased Set at the time of purchase. As Is does not guarantee compatibility with your systems, software, or workflows.
(c) No Replacement or Re-Delivery Obligation
As Is has no obligation to provide replacement copies or re-delivery of Content after it has been made available to you, except in cases of verified technical error or as otherwise required by applicable law.
(d) Technical Issues
If you experience a technical issue preventing access to or download of Content, you must notify As Is within a reasonable period following purchase. As Is will use commercially reasonable efforts to address verified technical issues.
(e) Updates and Modifications
As Is may modify, replace, or discontinue any Content in its library at any time. Such changes will not affect your license to Content that you have already purchased and downloaded, subject to these Terms.
3. Restrictions on Use
You may use the Content only as expressly permitted in these Terms. Except as expressly authorized, you may not, and may not permit any third party to:
3.1 Redistribution and Access Restrictions
- Sell, license, distribute, transfer, or otherwise make the Content available as standalone files or in any manner that allows third parties to download, extract, or access the Content independently;
- Use the Content to create, contribute to, or enable any stock media library, database, or similar service;
- Display or make the Content available in a manner that allows others to search, browse, or download the Content as a discrete file or asset.
3.2 Misuse and Prohibited Contexts
- Use the Content in any unlawful, defamatory, fraudulent, misleading, obscene, or otherwise objectionable manner;
- Use the Content in a way that infringes, misappropriates, or violates any third-party rights, including intellectual property, privacy, or publicity rights;
- Use the Content on or in connection with any goods or merchandise for sale, license, or distribution, including without limitation apparel, prints, posters, templates, digital products, or other items where the primary value is derived from the Content itself; [RC5] [js6] [RC7]
- Use the Content in any product, template, or asset that is intended for resale, redistribution, or reuse by others on a standalone basis, or in a manner that allows third parties to access, extract, or use the Content as a separate file or element; provided that the foregoing shall not restrict your use of the Content as incorporated into a project, production, or deliverable created for a client or other third party in accordance with these Terms.
- Portray any individual depicted in the Content in a manner that a reasonable person would find offensive, including in connection with:
- pornography or adult services;
- illegal activities;
- defamatory or misleading contexts; or
- political messaging or advertisement including but not limited to those on behalf of a candidate, political party, PAC or advocacy group
- sensitive personal or health-related topics in a misleading or exploitative manner.
3.3 Intellectual Property Restrictions
- Use the Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin;
- Claim ownership of the Content or falsely represent that the Content was created by you or a third party other than the rightful copyright holder;
- Remove or alter any copyright notices or proprietary markings associated with the Content (where applicable prior to download).
3.4 AI and Data Use Restrictions
- Use the Content, in whole or in part, as input for training, fine-tuning, or developing any artificial intelligence, machine learning, or generative model, system, or dataset;
- Extract, scrape, or systematically collect Content or metadata from the Services for the purpose of building datasets or training models.
3.5 No Implied Rights or Endorsement
- Use the Content in a manner that suggests sponsorship, endorsement, or affiliation by any person, brand, or entity depicted in the Content, unless such endorsement is expressly obtained;
- Use the Content in a manner that would reasonably mislead others as to the origin or authenticity of the Content.
3.6 Responsibility for Use
You are solely responsible for your use of the Content and for ensuring that such use complies with applicable law and these Terms, including obtaining any additional rights, permissions, or clearances that may be required for your specific use.
4. Credit and Attribution
Where attribution is required, you agree to provide credit in a clear and reasonably visible manner, in a form substantially similar to:
“Footage courtesy of As Is Content”[RC8] [js9] [RC10]
4.1 No False Attribution
You may not:
- Falsely represent that you are the creator or copyright owner of any Content; or
- Attribute Content to any person or entity in a manner that is misleading or inaccurate.
4.2 Removal of Attribution
You may not remove or obscure any attribution, credit, or proprietary notice included with the Content where such attribution is required by As Is.
5. Representations and Warranties; Disclaimers
5.1 As Is Representations
As Is represents and warrants that it has the necessary rights to grant the license to the Content as set forth in these Terms.
5.2 Limited Warranty
Subject to your full compliance with these Terms and applicable law, As Is warrants that the Content, in its original, unmodified form, will not knowingly infringe the copyright of any third party.
5.3 User Responsibilities
You acknowledge and agree that:
- Your use of the Content is at your own risk;
- You are solely responsible for how you use the Content, including ensuring that your use complies with applicable law and does not violate the rights of any third party; and
- You are responsible for obtaining any additional rights, permissions, or clearances that may be required for your specific use of the Content.
5.4 Disclaimer of Warranties
THE CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS IS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; TITLE; NON-INFRINGEMENT; and ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
AS IS DOES NOT WARRANT OR REPRESENT THAT:
- THE CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
- THE CONTENT IS ACCURATE, COMPLETE, OR CURRENT;
- YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES;
- THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; OR
- ANY DEFECTS OR ERRORS WILL BE CORRECTED.
6. Indemnification
6.1 By You
You agree to defend, indemnify, and hold harmless As Is and its affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the “As Is Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Your use or misuse of the Content;
- Your violation of these Terms or applicable law;
- Your use of the Content in violation of any third-party rights, including intellectual property, privacy, or publicity rights;
- Your failure to obtain any required permissions, consents, or clearances for your use of the Content; or
- Your breach of any representations, warranties, or obligations under these Terms.
6.2 By As Is (Limited Indemnity)
Subject to your compliance with these Terms, As Is will defend and indemnify you against any third-party claim alleging that your authorized use of Content, in its original, unmodified form and in full compliance with these Terms, directly infringes a third party’s copyright.[RC11] [RC12] [js13]
This indemnification is subject to the following conditions:
- You must promptly notify As Is in writing of any such claim;
- As Is will have sole control over the defense and settlement of the claim;
- You must reasonably cooperate with As Is in the defense; and
- You may not settle any claim without As Is’s prior written consent if such settlement imposes any liability or obligation on As Is.
6.3 Exclusions
As Is will have no obligation or liability under Section 6.2 to the extent any claim arises from:
- Any modification of the Content;
- The combination of the Content with other materials;
- Use of the Content outside the scope of these Terms;
- Your failure to obtain necessary rights, permissions, or clearances; or
- Any use of the Content that is unlawful or in violation of these Terms.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF AS IS AND THE AS IS PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, THE CONTENT, OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO AS IS FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL AS IS OR ANY AS IS PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.1 Content Use Disclaimer
As Is shall not be liable for any damages, costs, or losses arising from:
- Your use or misuse of the Content;
- The context in which the Content is used; or
- Any modifications made to the Content.
8. Termination and Suspension
8.1 Termination by As Is
As Is may, in its sole discretion and without liability, suspend or terminate your access to the Services at any time, with or without notice, including if:
- You breach these Terms;
- We suspect fraud, abuse, or unauthorized use of the Services or Content;
- Required by law or regulatory authority; or
- We discontinue the Services, in whole or in part.
8.2 Termination by You
You may terminate your use of the Services at any time by discontinuing access and use of the Services.
Termination does not, by itself, terminate any rights granted to you under a valid license to Content, except as expressly provided in these Terms.
8.3 Effect of Termination
Upon termination or expiration of your access to the Services:
- Your right to access the Services and download Content will immediately cease;
- You must cease all use of the Services; and
- Any rights granted under these Terms with respect to Content previously accessed or downloaded will continue in accordance with the terms of the license granted herein, provided that you remain in compliance with these Terms.
Notwithstanding the foregoing, As Is may revoke your license to Content if you materially breach these Terms.
9. Survival
The following provisions will survive the termination or expiration of these Terms for any reason:
- All restrictions on use of the Content;
- Any licenses granted with respect to Content previously accessed or downloaded (subject to continued compliance with these Terms);
- Representations and warranties;
- Indemnification obligations;
- Disclaimers of warranties;
- Limitations of liability;
- Payment obligations and any amounts owed;
- Provisions relating to intellectual property ownership;
- Dispute resolution, arbitration, and governing law; and
- Any other provisions that, by their nature or express terms, are intended to survive termination.
Termination or expiration of these Terms will not affect any rights, obligations, or liabilities that accrued prior to such termination or expiration.
10. Additional Terms
10.1 Fees and Taxes
All fees are stated in U.S. dollars unless otherwise specified and are exclusive of all applicable taxes. You are responsible for the payment of any and all sales, use, value-added, goods and services, withholding, or similar taxes (collectively, “Taxes”) arising out of or in connection with your purchase or use of the Services or Content, excluding taxes based solely on As Is’s net income.
If As Is is required to collect or remit any Taxes on your behalf, such Taxes will be added to your charges and you agree to pay them. You agree to provide accurate and complete billing and tax information as reasonably requested. You are responsible for any penalties, interest, or other charges arising from your failure to pay applicable Taxes.
10.2 No Refunds
Except as required by applicable law, all fees and charges are non-refundable and non-creditable. You acknowledge and agree that you will not receive any refund, credit, or proration for any unused portion of the Services, including upon termination of your account or these Terms.
10.3 Payment Authorization
You agree to provide and maintain accurate, current, and complete payment information. You represent and warrant that you have the legal right to use any payment method you provide.
You authorize As Is and its third-party payment processors to charge your designated payment method for all fees, charges, and applicable Taxes incurred in connection with your use of the Services. If your payment method fails or cannot be processed, we may suspend or terminate your access to the Services and you remain responsible for all outstanding amounts owed.
10.4 Assignment
You may not assign, delegate, or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of As Is, and any attempted assignment in violation of the foregoing will be null and void.
As Is may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.
10.5 Entire Agreement
These Terms constitute the entire agreement between you and As Is with respect to the Services and Content and supersede all prior or contemporaneous agreements, understandings, or representations, whether written or oral, relating to the subject matter hereof.
10.6 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
10.7 No Waiver
The failure of As Is to enforce any provision of these Terms at any time will not be deemed a waiver of such provision or of the right to enforce such provision in the future. Any waiver must be in writing and signed by an authorized representative of As Is.
10.8 No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights.
10.9 Feedback
Any feedback, suggestions, ideas, or other submissions you provide regarding the Services or Content (“Feedback”) are provided voluntarily and without expectation of compensation. You hereby grant As Is a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable right and license to use, reproduce, modify, adapt, publish, translate, distribute, and otherwise exploit such Feedback for any purpose without restriction.
Any Feedback or communications provided by As Is or its representatives are for informational purposes only and do not constitute legal, financial, or professional advice.
10.10 Enforcement
As Is reserves all rights and remedies available at law or in equity to enforce these Terms. Without limiting the foregoing, As Is may suspend or terminate your access to the Services and/or revoke your license to Content in the event of any actual or suspected violation of these Terms.
You acknowledge that any unauthorized use of the Content may cause irreparable harm to As Is for which monetary damages may be insufficient, and you agree that As Is may seek injunctive or equitable relief without the necessity of posting bond or proving actual damages.
[RC1]I think we may need it to be sub-licensable. I think we would want a prodco to be able to access the service and sublicense to their client. And given that its buy once use forever...I think that it has to be sublicensable multiple times.
How do you think we can best deal with transfer/sublicense?
[js2]Ok see the language here and below
[RC3]Reviewed this with PT and we are aligned.
[js4]Have a look at this new section. I started it overly broad so we can cut back TV etc where you would like. My advice would be if you want to restrict theatrical, I would restrict tv/streaming as well.
[RC5]This is an interesting one – would want Paul to weigh in here.
[js6]@Paul to comment.
[RC7]We discussed this - and he is comfortable with it as written.
[RC8]Paul, do you want this everywhere?
[js9]@Paul
[RC10]Per PT, can we change this to an optional (only if they want to)– if credited the credit should be "Footage courtesy of As Is Content"
[RC11]We need to discuss this.
[RC12]Reviewed with PT, is there a benefit to defining prompt notification? Do we want to align on a window or is it better for us if left vague
[js13]No this is actually more beneficial to be kept somewhat vague given the content.
AS IS CONTENT TERMS OF USE
Effective Date: [Insert Date]
Last Updated: [Insert Date]
These Terms of Use (“Terms” govern your access to and use of the services, websites, platform, mobile, apps, content, and related services (collectively, the “Services”) provided by As Is Content LLC (“As Is” “we,” “us,” or “our”). Please read carefully before using the Services.
1. Acceptance of Terms
1.1 Acceptance of Terms
By accessing or using the Services in any manner, including browsing, creating an account, or purchasing a subscription or license, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use, as well as any additional terms, policies, or guidelines referenced herein or made available through the Services.
If you do not agree to these Terms of Use, you must not access or use the Services.
Certain features, products, or services offered through the Services may be subject to additional terms, including content license agreements, subscription terms, or policies (“Additional Terms”). In the event of a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control with respect to the applicable feature or service.
We reserve the right, in our sole discretion and without notice or liability, to suspend or terminate your access to the Services if you violate these Terms of Use or engage in conduct that we determine is harmful to the Services, our business, or other users.
1.2 Eligibility
You must be at least eighteen (18) years of age, or the age of majority in your jurisdiction, whichever is greater, to create an account and enter into these Terms on your own behalf.
If you are between the ages of thirteen (13) and seventeen (17), you may use the Services only with the involvement, consent, and supervision of a parent or legal guardian. In such cases:
- The parent or legal guardian must review and agree to these Terms on your behalf;
- The parent or legal guardian is responsible for your use of the Services and Content; and
- The parent or legal guardian will be legally bound by these Terms and responsible for all activity conducted under the account.
The Services are not intended for use by children under the age of thirteen (13), and you may not use the Services if you are under 13.
As Is does not knowingly collect personal information from children under 13. If we become aware that a child under 13 has provided personal information, we will delete such information in accordance with our Privacy Policy[js1] .
1.3 Authority and Capacity
By using the Services, you represent and warrant that:
(i) you meet the eligibility requirements set forth above;
(ii) you have the full right, power, and authority to enter into and comply with these Terms; and
(iii) your use of the Services does not violate any applicable law, regulation, or contractual obligation.
If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to bind such entity to these Terms, in which case “you” will refer to both you and such entity.
1.4 Modifications to Terms
As Is reserves the right to modify or update these Terms at any time in its sole discretion. When we do, we will update the “Last Updated” date or otherwise provide notice as required by applicable law.
Your continued use of the Services following any such changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Services.
2. Intellectual Property; Limited License to Use the Services
2.1 Ownership of Services and Content
The Services, including all content, materials, and assets made available through the Services, such as images, videos, audio, graphics, and associated metadata (collectively, the “Content”) and the selection, arrangement, and compilation thereof, are owned by or licensed to As Is and are protected by copyright, trademark, trade secret, and other intellectual property laws.
As Is retains all right, title, and interest in and to the Services and Content. Except for the limited rights expressly granted in these Terms of Use, no rights are granted to you by implication, estoppel, or otherwise.
2.2 Limited License to Access the Services
Subject to your compliance with these Terms of Use and all applicable laws, As Is grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to access and use the Services solely for your internal, lawful purposes.
This license is limited to accessing and using the functionality of the Services and does not include any right to download, use, reproduce, distribute, or otherwise exploit any Content.
2.3 No Rights to Content
Your access to the Services does not grant you any ownership or usage rights in or to any Content. Any use of Content is governed exclusively by a separate agreement between you and As Is (if any).
Absent such agreement, you may not download, copy, distribute, display, or otherwise use any Content for any purpose.
2.4 Restrictions on Use
You may not, and may not permit any third party to:
- Copy, reproduce, republish, distribute, transmit, display, perform, or otherwise exploit the Services or any Content;
- Modify, adapt, translate, or create derivative works from the Services or any Content;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services;
- Use any automated means, including bots, scrapers, or data mining tools, to access, extract, or collect information from the Services or Content;
- Frame, mirror, or otherwise incorporate any portion of the Services into another website or service;
- Remove, obscure, or alter any copyright, trademark, watermark, or other proprietary notices contained in the Services or Content.
2.5 Service Availability
As Is reserves the right, at any time and in its sole discretion, to modify, suspend, or discontinue the Services or any portion thereof, with or without notice and without liability.
2.6 Disclaimer of Availability
The Services are provided on an “as is” and “as available” basis, without warranties of any kind, as further described in these Terms.
3. Trademarks
“As Is,” the As Is logo, and all related names, logos, product and service names, designs, and slogans are trademarks of As Is or its licensors (the “Trademarks”).[js2]
Except as expressly permitted in writing by As Is, you may not use the Trademarks without our prior written consent.
You agree not to use any Trademarks in a manner that:
- Is likely to cause confusion about the source, sponsorship, or affiliation of any product, service, or content;
- Dilutes, tarnishes, or otherwise harms the reputation or goodwill associated with the Trademarks; or
- Suggests endorsement by or affiliation with As Is where none exists.
You may not:
- Use the Trademarks as part of a business name, domain name, social media handle, or username;
- Register or attempt to register any trademark, domain name, or identifier that is confusingly similar to the Trademarks; or
- Copy or imitate the look and feel, design, or trade dress of the Services without prior written consent.
All other trademarks, logos, and brand names appearing on the Services are the property of their respective owners. Reference to any third-party names or marks does not imply endorsement by or affiliation with As Is.
Effect of Suspension or Termination
If your account is suspended or terminated, your access to the Services may be immediately revoked. Any rights granted under separate agreements (including content licenses) will be governed by the terms of those agreements.
4. Information You Provide
4.1 Information You Provide
You may provide certain information to us in connection with your use of the Services, including when you create an account, purchase a subscription or license, communicate with us, or otherwise interact with the Services (“User Information”).
You represent and warrant that any information you provide is accurate, current, and complete, and that you have the right to provide such information.
4.2 Collection and Use of Information
We may collect information about your use of the Services, including information you provide directly and information collected automatically through your interactions with the Services. In addition, third-party platforms, services, or providers through which you access or interact with the Services may collect information and share it with us in accordance with their own terms and your settings with such third parties.
Our collection, use, and disclosure of information are governed by our Privacy Policy, which is incorporated into these Terms of Use by reference. By accessing or using the Services, you acknowledge and agree to our Privacy Policy.
4.3 Privacy Policy
Please review our Privacy Policy for more information about how we collect, use, disclose, and safeguard your information.
5. Content Purchases and Billing
5.1 Content Purchases
Access to and use of certain Content available through the Services requires the purchase of individual clips, collections, or other content offerings (each, a “Content Purchase”). By making a Content Purchase, you agree to pay all applicable fees and charges in accordance with the pricing and payment terms in effect at the time of purchase.
A Content Purchase grants you access to download and use the applicable Content in accordance with these Terms. For clarity, the purchase of Content does not grant you any ownership rights in such Content, and all rights are licensed, not sold. Your rights to use any Content are limited to those expressly granted in these Terms.
Certain features of the Services, including access to the content library, require a paid subscription (each, a “Subscription”). By purchasing a Subscription, you agree to pay all applicable fees and charges in accordance with the pricing and billing terms in effect at the time of purchase.[RC3] [js4] [RC5]
A Subscription provides access to the Services and does not, by itself, grant any ownership rights in any Content. Any rights to use Content are governed solely by separate terms.
5.2 Auto-Renewal and Recurring Charges
Subscriptions automatically renew at the end of each billing period (e.g., monthly or annually) unless canceled prior to the renewal date.
BY PURCHASING A SUBSCRIPTION, YOU EXPRESSLY AGREE THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND YOU AUTHORIZE AS IS (AND ITS THIRD-PARTY PAYMENT PROCESSORS) TO CHARGE YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR APPLICABLE FEES AND TAXES, WITHOUT FURTHER NOTICE, UNTIL YOU CANCEL.
You may cancel your Subscription at any time through your account settings or as otherwise provided in the Services. Cancellation will take effect at the end of the then-current billing period, unless otherwise required by applicable law.
5.3 No Refunds Policy
ALL FEES AND CHARGES ARE NON-REFUNDABLE. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT RECEIVE ANY REFUND OR CREDIT IF YOUR ACCESS IS SUSPENDED OR TERMINATED.
EXCEPT WHERE REQUIRED BY APPLICABLE LAW, THE COMPANY HAS NO OBLIGATION TO PROVIDE REFUNDS OR CREDITS FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, UNUSED TIME, DISSATISFACTION WITH THE SERVICES, OR ERRORS IN OUTPUT OR CONTENT.
5.4 Disclosure of Continuous Service
YOU UNDERSTAND AND AGREE THAT YOUR SUBSCRIPTION CONSTITUTES A CONTINUOUS SERVICE THAT WILL AUTOMATICALLY RENEW UNLESS AND UNTIL YOU CANCEL. YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES INCURRED PRIOR TO CANCELLATION, INCLUDING WHERE APPLICABLE, ANY CHARGES PROCESSED PRIOR TO THE EFFECTIVE DATE OF YOUR CANCELLATION.
5.5 Pricing and Changes
We reserve the right to change fees and pricing at any time in our sole discretion. If we change the pricing, we will provide advance notice in a clear and conspicuous manner as required by applicable law. Unless otherwise stated, such changes will take effect at the start of the next billing cycle following notice. Your continued use of the Services after the effective date of a price change constitutes your acceptance of the updated pricing.
5.6 Payment Authorization and Billing Terms
You agree to provide and maintain accurate, current, and complete billing information. You represent and warrant that you have the legal right to use the payment method provided. You authorize us to charge your payment method for all fees incurred in connection with your Subscription.
If your payment method fails, is declined, or cannot be processed for any reason, we may, without limitation, (i) retry billing, (ii) suspend or restrict your access to the Services, and/or (iii) terminate your Subscription or account. You remain responsible for all outstanding amounts owed.
5.7 Suspension and Termination for Non-Payment
Failure to pay any fees when due constitutes a material breach of these Terms. We reserve the right, in our sole discretion and without liability, to suspend, limit, or terminate your access to the Services for non-payment. We may also pursue any other remedies available under applicable law to recover unpaid amounts.
6. User Accounts
6.1 Account Registration and Accuracy
To access certain features of the Services, you may be required to create an account, as defined an (“Account”). You agree to provide true, accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy. You represent and warrant that all information you provide is accurate and that you will not impersonate any person or entity or misrepresent your identity or affiliation.
6.2 Account Security and Responsibility
You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your username and password. You agree not to share your Account credentials with any third party or allow any other person to access or use your Account. You are fully responsible for all activities that occur under your Account, whether or not authorized by you.
You agree to notify us immediately of any unauthorized access to or use of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to safeguard your account credentials.
6.3 Use Restrictions
You agree to use your Account only for lawful purposes and in compliance with these Terms. You may not use another user’s Account without permission or access the Services in any manner that could impair, disrupt, or interfere with the proper functioning of the Services.
6.4 Suspension and Termination
We reserve the right, in our sole discretion and without notice or liability, to suspend, restrict, or terminate your Account and/or access to the Services at any time for any reason, including, without limitation, if we believe that you have violated these Terms, applicable law, or engaged in conduct that is harmful to the Services, other users, or the Company.
Upon suspension or termination, your right to access and use the Services will immediately cease. We may, but are not obligated to, delete or deactivate your Account and any associated data, subject to applicable law.
6.5 No Obligation to Maintain Accounts
We have no obligation to maintain or store your Account, data, or content for any period of time, except as required by applicable law.
7. Acceptable Use
Restrictions on Use
You agree that you will not, and will not permit any third party to:
- Copy, reproduce, modify, adapt, translate, distribute, transmit, display, perform, publish, license, create derivative works from, or otherwise exploit any portion of the Services or content, except as expressly authorized in writing by As Is.
- Circumvent, disable, interfere with, or otherwise bypass any security features, access controls, or digital rights management (“DRM”) technologies used by or embedded in the Services.
- Access or use the Services through automated means, including bots, scripts, crawlers, scrapers, data mining tools, or unauthorized APIs, or otherwise engage in any activity that imposes an unreasonable or disproportionately large load on the Services or infrastructure.
- Scrape, extract, harvest, or collect data, content, or information from the Services.
- Upload, transmit, or introduce any viruses, worms, malware, Trojan horses, or other harmful or malicious code into or through the Services.
- Attempt to gain unauthorized access to any portion of the Services, accounts, systems, or networks, including through hacking, password mining, or any other means.
- Use the Services in any manner that is unlawful, fraudulent, deceptive, abusive, defamatory, harassing, or otherwise objectionable, or that violates the rights of any third party.
No Competitive Use
You agree that you will not access or use the Services, directly or indirectly, for the purpose of developing, operating, supporting, or enabling any product, service, or technology that competes with or is substantially similar to the Services, including any artificial intelligence or content-generation platform.
You further agree not to use the Services for benchmarking, competitive analysis, or evaluation for the purpose of developing or improving a competing offering without As Is’s prior written consent.
Liquidated Damages for Breach
You acknowledge and agree that any breach of the restrictions set forth in the “Restrictions on Use” or “No Competitive Use” sections may result in significant harm to As Is, the extent of which may be difficult to quantify. Accordingly, in the event of any such breach, you agree that As Is shall be entitled to recover liquidated damages in the amount of $100,000 per violation, or, if greater, two (2) times the total amount of fees paid or payable by you to As Is in the twelve (12) months preceding the breach, in each case as a reasonable estimate of anticipated damages and not as a penalty.
These liquidated damages are in addition to, and not in lieu of, any other rights or remedies available to As Is, including injunctive relief, equitable remedies, and recovery of attorneys’ fees and costs to the fullest extent permitted by applicable law.
No Ownership; Reservation of Rights
The Services and all content are owned by or licensed to As Is and are protected by intellectual property and other applicable laws. Except for the limited license granted above, no rights, title, or interest in or to the Services or content are transferred to you, and all rights not expressly granted are reserved by As Is and its licensors.
Enforcement
We reserve the right to investigate and take appropriate legal action against any violation of this Section, including suspension or termination of your account and pursuit of civil, criminal, or injunctive remedies.
8. Intellectual Property
Ownership of Services and Content
The Services, platform, and all content, materials, and technology made available through or in connection with the Services (collectively, the “Content”), including, without limitation, all text, graphics, images, logos, trademarks, service marks, trade names, audio, video, software, source code, object code, user interfaces, design, selection, compilation, and arrangement thereof, are owned by or licensed to As Is and are protected by intellectual property, copyright, trademark, trade secret, and other applicable laws.
Except for the limited license expressly granted to you under these Terms, no rights, title, or interest in or to the Services or Content are transferred or assigned to you, and all rights not expressly granted are reserved by As Is and its licensors.
Trademarks and Branding
All trademarks, service marks, logos, and trade names displayed on or in connection with the Services (the “Marks”) are proprietary to As Is or its licensors. You are not granted any right or license to use any Marks without the prior written consent of As Is or the applicable rights holder.
You agree not to use, copy, imitate, or display any Marks in a manner that could cause confusion as to ownership or affiliation, or in any manner that disparages or dilutes the reputation or goodwill associated with the Marks.
Restrictions on Use of Content
Except as expressly permitted under these Terms, you may not copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any Content without the prior written consent of As Is. Any unauthorized use of the Content may violate intellectual property laws and these Terms.
Feedback
If you submit, provide, or otherwise make available to As Is any feedback, comments, suggestions, ideas, improvements, or other input regarding the Services or Content (collectively, “Feedback”), you hereby grant As Is a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), and unrestricted license to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, create derivative works from, and otherwise exploit such Feedback for any purpose, commercial or otherwise, without notice, attribution, or compensation to you.
You represent and warrant that you have all rights necessary to grant the foregoing license and that your Feedback does not infringe or violate the rights of any third party. As Is shall be under no obligation to use any Feedback.
9. User Content and Data Rights
9.1 User Content; License Grant
In connection with your use of the Services, you may provide or submit information, data, prompts, inputs, profile information, or other materials (collectively, “User Content”).
As between you and As Is, you retain ownership of your User Content. However, by providing User Content, you grant As Is a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), and perpetual (or for the maximum duration permitted by applicable law) license to use, reproduce, store, process, modify, adapt, publish, translate, distribute, display, perform, and create derivative works from such User Content for the purposes of (i) operating, providing, maintaining, and improving the Services, (ii) developing new products, features, and functionality, and (iii) any other purpose consistent with these Terms and our Privacy Policy.[js6]
9.2 Representations and Warranties
You represent and warrant that:
(i) you own or have all necessary rights, licenses, consents, and permissions to submit and use the User Content in connection with the Services;
(ii) the User Content does not and will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any third party; and
(iii) the User Content complies with these Terms and all applicable laws.
9.3 Current Service Functionality; Future Content Features
Currently, the Services do not enable public posting or sharing of User Content beyond basic account or profile information. If As Is, in its sole discretion, introduces functionality that permits users to upload, post, or share content publicly or with other users:
- You will retain ownership of your User Content, subject to the license granted herein.
- You grant As Is the rights set forth in Section 9.1, including the right to host, use, reproduce, display, and distribute such User Content in connection with the Services.
- As Is reserves the right, but not the obligation, to review, monitor, remove, or disable access to any User Content at any time and for any reason, including if such content violates these Terms, our policies, or applicable law.
10. Copyright Policy (DMCA)
As Is respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with the requirements of the Digital Millennium Copyright Act (“DMCA”) and other applicable laws.
10.1 Notification of Claimed Infringement
If you believe that any content available on or through the Services infringes your copyright, you may submit a written notification to our designated agent that includes the following information:
- Your physical or electronic signature.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works.
- Identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to permit us to locate the material (e.g., URL or specific location within the Services).
- Your name, mailing address, telephone number, and email address.
- A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
10.2 Designated Agent Contact Information
DMCA notices and counter-notices should be sent to As Is’s designated agent at:
10.3 Counter-Notification
If you believe that your content was removed or disabled by mistake or misidentification, you may submit a counter-notification that includes:
- Your physical or electronic signature.
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or disabled.
- A statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification.
- Your name, address, telephone number, and email address.
- A statement that you consent to the jurisdiction of the federal court located in your district of residence (or, if outside the United States, that you consent to jurisdiction in any judicial district in which As Is may be found), and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
Upon receipt of a valid counter-notification, As Is may restore the removed content in accordance with the DMCA, unless the original complaining party files a court action seeking to restrain such restoration.
10.4 Repeat Infringer Policy
In accordance with the DMCA and other applicable law, As Is maintains a policy of terminating, in appropriate circumstances and at its sole discretion, users who are deemed to be repeat infringers.
10.5 Misrepresentations
Any person who knowingly materially misrepresents that material or activity is infringing, or that it was removed or disabled by mistake or misidentification, may be subject to liability under applicable law.
11. Acceptable Use and Prohibited Conduct
You agree to use the Services only in compliance with these Terms and all applicable laws, rules, and regulations. You may not use the Services in any manner that is unlawful, harmful, fraudulent, or abusive, or that interferes with the operation, security, or integrity of the Services.
Without limiting the foregoing, you agree that you will not, and will not permit any third party to:
Misuse of Services
- Abuse, exploit, or misuse the Services, including by generating harmful, deceptive, or unlawful content.
- Circumvent, bypass, or attempt to circumvent any safeguards, filters, rate limits, or safety mechanisms implemented in the Services.
- Use the Services for any illegal purpose or in violation of any applicable law or regulation.
- Extract, scrape, harvest, or collect data, content, or outputs from the Services except as expressly permitted.
Improper Conduct
- Harass, threaten, intimidate, or abuse any person.
- Impersonate any individual or entity, or falsely state or misrepresent your affiliation with a person or entity.
- Post, transmit, or otherwise make available any content that is obscene, pornographic, defamatory, libelous, hateful, discriminatory, or otherwise unlawful.
- Engage in fraud, scams, phishing, or deceptive or misleading practices.
- Use any Content in connection with political campaigns, political advertising, or for the purpose of endorsing or opposing any candidate, political party, public office holder, or political issue.
System and Network Abuse
- Interfere with, disrupt, damage, or gain unauthorized access to any systems, servers, networks, or infrastructure used in connection with the Services.
- Attempt to probe, scan, or test the vulnerability of any system or network.
- Introduce any viruses, malware, or other harmful code into the Services.
Reverse Engineering and Extraction
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, algorithms, or structure of the Services, except to the extent expressly permitted by applicable law.
- Attempt to extract, reconstruct, or replicate any underlying models, datasets, or systems used in the Services.
General Legal Compliance
- Violate any applicable local, state, national, or international law or regulation.
Enforcement
We reserve the right, in our sole discretion, to investigate and take appropriate action against any violation of this Section, including suspending or terminating your access to the Services and pursuing any legal remedies available.
12. Disclaimers
“AS IS” and “AS AVAILABLE”
THE SERVICES, PLATFORM, AND ALL CONTENT, INCLUDING ANY OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AS IS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION:
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
- WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE;
- ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
No Guarantee of Accuracy or Results
AS IS DOES NOT WARRANT OR GUARANTEE THAT:
- Any Content or information available through the Services is accurate, complete, reliable, or current;
- The Services will meet your requirements or expectations;
- The Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components; or
- Any results or outcomes obtained from use of the Services or Content will be suitable for your intended purposes.
As Is makes no representations or warranties regarding the suitability of any Content for any particular use, including commercial use, and you are solely responsible for determining whether any Content is appropriate for your intended use.
YOUR USE OF THE SERVICES AND ANY CONTENT IS AT YOUR OWN RISK.
Third-Party Content and Services
THE SERVICES MAY INCLUDE OR PROVIDE ACCESS TO THIRD-PARTY CONTENT, LINKS, OR SERVICES. AS IS DOES NOT CONTROL, ENDORSE, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY CONTENT OR SERVICES, AND MAKES NO WARRANTIES WITH RESPECT THERETO.
Jurisdictional Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Third-Party Recognition
Any reliance on a Certificate by you or any third party is at your own risk. As Is does not control and is not responsible for how any third party evaluates or recognizes Certificates.
13. THIRD-PARTY SERVICES
The Services may contain links to, or otherwise integrate with, websites, applications, platforms, or services operated by third parties (“Third-Party Services”), including, without limitation, payment processors, analytics providers, hosting providers, and other external tools.
No Control or Endorsement
As Is does not control, endorse, or assume any responsibility for any Third-Party Services, including their content, functionality, availability, security, or practices. The inclusion of any Third-Party Services does not imply any affiliation with or endorsement by As Is.
Independent Terms and Policies
Your access to and use of any Third-Party Services is governed solely by the terms, conditions, and policies of such third parties. You are solely responsible for reviewing and complying with those terms. As Is is not a party to, and assumes no liability under, any agreement between you and any third-party provider.
Use at Your Own Risk
You access and use Third-Party Services at your own risk. To the fullest extent permitted by applicable law, As Is disclaims all liability arising from or related to your use of, or reliance on, any Third-Party Services, including any loss, damage, or harm resulting from transactions, interactions, or data sharing with such third parties.
Third-Party Transactions
Any dealings, purchases, or transactions you enter into with third parties through or in connection with the Services are solely between you and such third party. As Is is not responsible for any products, services, representations, warranties, or obligations of any third party.
Data Sharing
If you choose to connect, access, or use any Third-Party Services in connection with the Services, you acknowledge and agree that your data may be shared with such third parties in accordance with their respective privacy policies and your settings or instructions. As Is is not responsible for how such third parties collect, use, or process your data.
Modification or Discontinuation
As Is reserves the right, at any time and without notice, to modify, suspend, or discontinue the availability of any Third-Party Services within the Services, without liability to you.
14. Our Commitment to Accessibility
As Is is committed to making our Services accessible to as many users as possible, including individuals with disabilities. We strive to provide an inclusive and user-friendly experience for all users and are continually working to improve the accessibility and usability of our platform.
14.1 Accessibility Standards
We aim to design and maintain the Services in a manner consistent with generally recognized accessibility standards, including the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, to the extent reasonably practicable.
However, we do not guarantee that the Services will conform to any specific accessibility standard at all times, and certain features may not yet be fully accessible.
14.2 Ongoing Efforts
We are actively working to improve accessibility across the Services, which may include:
· Enhancing compatibility with screen readers and assistive technologies;
· Improving keyboard navigation and user interface structure;
· Providing captions or transcripts for video content where feasible;
· Monitoring and addressing accessibility issues as they are identified.
14.3 Feedback and Assistance
If you experience difficulty accessing any part of the Services or have suggestions on how we can improve accessibility, please contact us:
Please include:
· A description of the issue;
· The page or feature you were trying to access; and
· Your contact information (optional), so we can follow up.
We will make reasonable efforts to respond and address accessibility concerns in a timely manner.
14.4 Third-Party Content
Some content or features within the Services may be provided by third parties. We do not control the accessibility of third-party content but encourage providers to offer accessible experiences.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS IS, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AS IS PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY CONTENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ANY AS IS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE AS IS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY CONTENT SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO AS IS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IF YOU HAVE NOT PAID ANY AMOUNTS TO AS IS, THE AS IS PARTIES SHALL HAVE NO LIABILITY TO YOU.
THE AS IS PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM YOUR USE OR MISUSE OF CONTENT, INCLUDING ANY FAILURE TO OBTAIN NECESSARY RIGHTS, PERMISSIONS, OR CLEARANCES.
Scope of Limitation
WITHOUT LIMITING THE FOREGOING, THE AS IS PARTIES SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM OR RELATED TO:
- YOUR USE OF OR INABILITY TO USE THE SERVICES;
- ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF YOUR DATA OR TRANSMISSIONS;
- ANY CONTENT, INCLUDING OUTPUT, OR ANY THIRD-PARTY CONTENT, STATEMENTS, OR CONDUCT;
- ANY INTERRUPTION, DELAY, OR FAILURE IN THE SERVICES; OR
- ANY OTHER MATTER RELATING TO THE SERVICES.
Essential Basis of the Bargain
YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND AS IS, AND THAT AS IS WOULD NOT PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.
Jurisdictional Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES. TO THE EXTENT SUCH LAWS APPLY TO YOU, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.
16. Indemnification
You agree to defend, indemnify, and hold harmless As Is, its affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the “As Is Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:
- Your access to, use of, or misuse of the Services or any Content;
- Your violation of these Terms or any applicable law, rule, or regulation;
- Your use of any Content, including any use that exceeds or violates any applicable license or agreement;
- Your failure to obtain any required rights, permissions, consents, or clearances in connection with your use of Content;
- Your breach of any representations, warranties, or obligations under these Terms; or
- Your interactions or disputes with any third party arising out of or related to your use of the Services or Content.
As Is reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In such case, you agree to cooperate fully with As Is in the defense of such matter.
You may not settle any claim without As Is’s prior written consent if such settlement would impose any liability, obligation, or admission on any As Is Indemnified Party.
This indemnification obligation will survive the termination or expiration of these Terms and your use of the Services.
17. Governing Law, Dispute Resolution and Arbitration
17.1 Governing Law
These Terms and any dispute, claim, or controversy arising out of or relating to the Services or these Terms (collectively, “Disputes”) shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, except that the Federal Arbitration Act (“FAA”) shall govern the interpretation and enforcement of the arbitration provisions set forth herein.
17.2 Informal Dispute Resolution
Before initiating any legal proceeding or arbitration, you agree to first attempt to resolve any Dispute informally by providing written notice to As Is at[js11] [RC12] [js13] [RC14] :
Your notice must include: (i) your name, (ii) your contact information, (iii) a description of the Dispute, and (iv) the relief sought.
The parties agree to use good-faith efforts to resolve the Dispute within thirty (30) days after receipt of such notice. No arbitration or legal proceeding may be initiated until this informal resolution process has been completed.
17.3 Binding Arbitration
If a Dispute is not resolved through an informal resolution process, such Dispute shall be resolved exclusively by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (or, if applicable, its Consumer Arbitration Minimum Standards and applicable consumer arbitration rules) then in effect.
The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable JAMS rules. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void, voidable, unconscionable, or otherwise invalid.
The arbitration shall take place in [Los Angeles, California] (or remotely if agreed by the parties or directed by the arbitrator), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
17.4 Arbitration Location and Procedure
Unless otherwise required by applicable law or agreed by the parties, arbitration shall take place in the State of California. The arbitration may be conducted in person, by video conference, or based on written submissions, as determined by the arbitrator in accordance with applicable rules.
17.5 Class Action and Jury Trial Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND AS IS AGREE THAT ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING.
YOU AND AS IS FURTHER WAIVE ANY RIGHT TO A JURY TRIAL.
17.6 Exceptions; Injunctive Relief
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or address actual or threatened infringement, misappropriation, or violation of intellectual property or proprietary rights.
17.7 Opt-Out Right
You may opt out of this arbitration agreement and class action waiver by providing written notice to[js15] [RC16] [js17] _____________ within thirty (30) days of first accepting these Terms.
Your opt-out notice must include your name and a clear statement that you wish to opt out of arbitration. If you opt out, neither party will be bound by this Section 17.
17.8 Survival and Severability
This Section shall survive termination of these Terms. If any portion of this Section is found to be unenforceable, the remaining provisions shall remain in full force and effect, except that if the class action waiver is found unenforceable, the arbitration provision shall be null and void.
18. Termination; Electronic Communications
18.1 Termination and Suspension
As Is reserves the right, in its sole discretion and without notice or liability, to suspend, restrict, or terminate your access to the Services or your account at any time and for any reason, including, without limitation, if you violate these Terms, applicable law, or engage in conduct that we determine is harmful to the Services, other users, or As Is.
You may terminate your account at any time by following the account cancellation procedures provided through the Services.
18.2 Effect of Termination
Upon suspension or termination of your account or access to the Services for any reason:
- All rights and licenses granted to you under these Terms and associated terms, including the Terms of Service [js18] will immediately terminate.
- You must immediately cease all use of the Services.
- Any outstanding payment obligations will remain due and payable.
- As Is may, but is not obligated to, delete or deactivate your account and any associated data, subject to applicable law.
Termination shall not limit any of As Is’s rights or remedies at law or in equity.
18.3 Survival
Any provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, provisions relating to intellectual property, licenses granted by you, disclaimers, limitation of liability, indemnification, dispute resolution, arbitration, and any accrued rights or obligations.
18.4 Electronic Communications Consent (E-SIGN)
By accessing or using the Services, you consent to receive all agreements, notices, disclosures, and other communications from As Is electronically, including via email, in-app notifications, SMS, or other electronic means, in accordance with the Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”).
You agree that such electronic communications satisfy any legal requirement that such communications be in writing.
18.5 Transactional Communications
You acknowledge and agree that certain communications are necessary for the operation of the Services and your account, including, without limitation, account notifications, billing statements, receipts, service updates, and legal notices (“Transactional Communications”).
You may not opt out of receiving Transactional Communications while maintaining an active account.
18.6 Marketing Communications
You may also receive marketing and promotional communications from As Is, including emails, push notifications, and SMS messages (“Marketing Communications”).
You may opt out of Marketing Communications at any time by following the unsubscribe instructions included in such communications or by adjusting your account settings, where available. Opting out of Marketing Communications does not affect your receipt of Transactional Communications.
18.7 SMS Communications
By providing your mobile phone number and opting in, you consent to receive SMS messages from As Is, including Marketing Communications where permitted by law.
- Consent to receive SMS messages is not a condition of purchase.
- Message and data rates may apply.
- Message frequency may vary.
- You may opt out at any time by replying “STOP” to any SMS message.
- For assistance, you may reply “HELP” or contact us at[js19] [RC20]
19. Miscellaneous
19.1 Entire Agreement
These Terms, together with any policies or documents incorporated by reference, including the Terms of Service and/or Privacy Policy, constitute the entire agreement between you and As Is regarding the Services and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the subject matter herein.
19.2 Assignment
You may not assign, transfer, delegate, or sublicense these Terms, in whole or in part, without the prior written consent of As Is, and any attempted assignment in violation of the foregoing shall be null and void.
As Is may assign or transfer these Terms, in whole or in part, without restriction and without notice, including in connection with a merger, acquisition, reorganization, or sale of assets.
19.3 Force Majeure
To the fullest extent permitted by applicable law, As Is shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, riots, labor disputes, strikes, governmental actions, embargoes, failures or interruptions of utilities or telecommunications networks, internet service disruptions, or failures of third-party service providers.
19.4 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect.
19.5 No Waiver
The failure of As Is to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and shall apply only to the specific instance for which it is given.
19.6 Headings
Section headings are for convenience only and shall not affect the interpretation of these Terms.
20. Contact Information[js21] [RC22]
As Is Content LLC
Email:
[js1]Link to policy
[js2]Putting a pin here until decision is made re: Trademarking
[RC3]So, it's not a subscription model at this point – its a per-clip/per-collection purchase mode.
[js4]See updated language above. That should work for the current model and let's save the subscription language (but remove from the final terms) in case it becomes relevant.
[RC5]Makes sense to us.
[js6]Add link
[js7]Need to add
[RC8]I imagine we would make a inbox for this
DMCA@asiscontent.com
[js9]Add email
[RC10]Feedback@Asiscontent.com
[js11]Need to add email contact
[RC12]Should this be the registered agent? Or another just re-direct mailbox notices@asiscontent.com
[js13]yeah it should just be a general inbox that is monitored. No need to be a registered agent.
[RC14]Ok, we will create all of these aliases and amend at the end.
[js15]Need to add
[RC16]notices@ // or registered agent.
[js17]notices definitely
[js18]add link
[js19]add contact
[RC20]support@
[js21]Need to add
[RC22]hello@
AS IS CONTENT PRIVACY POLICY
Effective Date: [Insert Date]
Last Updated: [Insert Date]
This Privacy Policy describes how As Is Content LLC (“As Is,” “we,” “us,” or “our”) collects, uses, discloses, and processes personal information in connection with your use of the As Is services, platform, including our website, mobile applications,content, and related services (collectively, the “Services”).
By using the Services, you agree to the practices described in this Privacy Policy.
1. Information We Collect
We may collect personal information and other data about you in a variety of ways when you access or use the Services. The categories of information we collect include:
1.1 Account Information
Information you provide when you create or maintain an account, if applicable, such as your name, email address, phone number, username, profile information, and any other identifiers you choose to provide and other identifiers such as online identifiers or account IDs.
1.2 Device and Technical Data
Information automatically collected when you use the Services, including your device type, operating system, browser type, application version, device identifiers, IP address, language preferences, time zone, crash logs, diagnostics, and other technical information about your device and connection.
1.3 Usage Information
Information about how you interact with the Services, including pages or screens viewed, content accessed, downloaded, saved, or licensed, features used, time spent, clickstream data, search queries, and navigation patterns.
1.4 Payment and Transaction Data
If you make purchases or subscribe to paid Services, payment processing is handled by third-party providers such as Apple App Store, Google Play, or our payment processors. We do not store full payment card details. We may receive limited information related to your transactions, such as confirmation of payment, subscription status, billing history, and partial identifiers.
1.5 Support and Communications
Information you provide when you contact us for customer support, submit feedback, respond to surveys, or otherwise communicate with us, including the content of your messages and any attachments.
1.6 User Content and Inputs
Information you submit through the Services, including profile data, account information, and any content or information you provide in connection with your use of the Services.
1.7 Cookies and Similar Technologies
We and our service providers may use cookies, pixels, SDKs, and similar tracking technologies to collect information about your interactions with the Services and to support functionality, analytics, and personalization. You can manage certain preferences through your device or browser settings to support functionality, analytics, performance, and, where applicable, marketing and advertising.
1.8 Information from Third Parties
We may receive information about you from third parties, including payment processors, analytics providers, and platform providers (such as app stores), and combine it with other information we collect.
2. Information You Provide
We collect information that you voluntarily provide to us when you access or use the Services, create an account, make a purchase, interact with features, or communicate with us. This may include:
- Account Information: Such as your name, email address, phone number, username, password, and other login credentials or identifiers you provide when creating or maintaining an account.
- Profile Information: Information you choose to include in your profile, such as profile images, preferences, or other optional details.
- Payment Information: If you make purchases or subscribe to paid Services, payment information is processed by third-party payment providers (such as app stores or payment processors). We do not store full payment card details but may receive limited transaction-related information, such as confirmation of payment, subscription status, and billing history.
- Communications: Information you provide when you contact us, including customer support inquiries, feedback, survey responses, or other communications, along with any attachments or related metadata.
- User-Provided Information: Any other information you choose to provide through the Services in connection with your use of the platform.
You represent that any information you provide is accurate, current, and complete, and that you have the lawful right to provide such information. You should avoid submitting sensitive personal information unless necessary.
3. How We Use Information
We use the information we collect for the following purposes:
3.1 To Provide and Operate the Services
- Operate, maintain, and administer the Services;
- Provide access to the content library and related features;
- Process transactions and manage accounts and subscriptions;
- Authenticate users and provide customer support.
3.2 To Improve and Develop the Services
- Analyze usage trends and user behavior;
- Improve functionality, performance, and user experience;
- Develop new features, products, and services;
- Generate analytics, insights, and aggregated data to enhance the Services.
3.3 Personalization and User Experience
- Recommend content, features, and experiences based on your interactions with the Services;
- Customize and optimize the Services;
- Measure engagement and improve usability.
3.4 Communications
- Send transactional communications, such as account notifications, receipts, and service updates;
- Respond to inquiries, feedback, and support requests;
- Send marketing and promotional communications, where permitted by law and in accordance with your preferences.
3.5 Security, Fraud Prevention, and Enforcement
- Detect, investigate, and prevent fraud, abuse, unauthorized access, and other harmful activities;
- Enforce these Terms and other applicable policies;
- Protect the rights, property, and safety of As Is, our users, and others.
3.6 Legal Compliance
- Comply with applicable laws, regulations, and legal obligations;
- Respond to lawful requests from courts, regulators, or government authorities;
- Enforce legal rights and defend against claims.
3.7 Analytics and De-Identified Data
We may create and use aggregated, anonymized, or de-identified information that does not reasonably identify you for any lawful purpose, including analytics, research, product development, and improving the Services.
4. Sharing of Information
We may disclose your information to the following categories of recipients, for the purposes described in this Privacy Policy:
4.1 Service Providers and Vendors
We may share information with third-party service providers that perform services on our behalf, including:
- Cloud hosting and infrastructure providers;
- Payment processors and billing providers;
- Analytics and performance providers;
- Marketing, communications, and customer support tools; and
- Security, fraud prevention, and IT service providers.
These service providers are authorized to use your information only as necessary to provide services to us and are contractually obligated to protect your information and process it in accordance with applicable law.
4.2 Legal and Regulatory Disclosures
We may disclose your information if we believe in good faith that such disclosure is necessary to:
- Comply with applicable laws, regulations, legal processes, or governmental requests;
- Enforce our Terms, agreements, or policies;
- Detect, prevent, or address fraud, security, or technical issues; or
- Protect the rights, property, or safety of As Is, our users, or others.
4.3 Business Transfers
In the event of a merger, acquisition, financing, reorganization, bankruptcy, or sale of all or a portion of our business or assets, your information may be transferred as part of that transaction. We will take reasonable steps to ensure that your information remains subject to appropriate confidentiality protections.
4.4 With Your Consent or Direction
We may share your information with third parties when you direct us to do so or otherwise provide your consent, including when you choose to connect third-party services, integrations, or external platforms.
4.5 Aggregated and De-Identified Data
We may share aggregated, anonymized, or de-identified information that does not reasonably identify you with third parties for any lawful purpose, including analytics, research, and business development.
4.6 Advertising and Analytics
We may share information with analytics and advertising partners to help us understand how users interact with the Services, measure performance, and, where applicable, deliver and evaluate marketing campaigns. These third parties may use cookies and similar technologies as described in this Privacy Policy.
5. Data Retention
We retain personal information for as long as necessary to fulfill the purposes described in this Privacy Policy, including to provide and operate the Services, comply with legal obligations, resolve disputes, and enforce our agreements.
5.1 Retention Periods
Retention periods vary depending on the type of information and the purposes for which it is processed. In general:
- We retain personal information for as long as your account is active or as necessary to provide the Services;
- We may retain certain information after account termination for a reasonable period to comply with legal, tax, accounting, and regulatory obligations; and
- We may retain information as necessary to detect or prevent fraud, enforce our Terms, protect our legal rights, and maintain the security and integrity of the Services.
5.2 Deletion and Residual Copies
When personal information is no longer required for the purposes described above, we will take reasonable steps to delete, anonymize, or de-identify it in accordance with applicable law.
Please note that certain information may be retained for longer periods where required or permitted by law, and residual copies may persist in backup systems or archives for a limited period of time before being overwritten or deleted in the ordinary course of business.
5.3 De-Identified Data
We may retain and use aggregated, anonymized, or de-identified information that does not reasonably identify you for any lawful purpose, including analytics, research, product development, and improving the Services. We may retain such information indefinitely.
6. Security
We implement reasonable and appropriate technical, administrative, and organizational measures designed to protect your personal information from unauthorized access, use, alteration, disclosure, or destruction.
6.1 Security Measures
Our security practices may include, without limitation:
- Encryption of data in transit and, where appropriate, at rest;
- Access controls and authentication mechanisms designed to restrict access to authorized personnel;
- Monitoring, logging, and testing of systems and infrastructure;
- Evaluation and oversight of service providers and vendors; and
- Internal policies and procedures designed to safeguard information and respond to potential security incidents.
6.2 No Guarantee of Absolute Security
Despite our efforts, no method of transmission over the internet or method of electronic storage is completely secure. Accordingly, we cannot guarantee the absolute security of your information, and any transmission of information to or through the Services is at your own risk.
6.3 User Responsibilities
You are responsible for maintaining the confidentiality of your account credentials and for taking reasonable steps to protect your information. You should promptly notify us at[js1] [RC2] __________ of any suspected unauthorized access to your account or any security breach.
6.4 Security Incidents
In the event of a data security incident affecting your personal information, we will take appropriate steps to investigate, mitigate, and, where required by applicable law, notify affected individuals and relevant authorities.
7. Cookies and Tracking Technologies
We and our service providers use cookies, pixels, software development kits (SDKs), and similar tracking technologies (“Tracking Technologies”) to collect information about your interactions with the Services.
7.1 Types of Tracking Technologies We Use
We may use the following types of Tracking Technologies:
- Cookies: Small data files stored on your device that help us recognize you and remember your preferences.
- Analytics Tools: Technologies (e.g., third-party analytics providers) that help us understand how users interact with the Services.
- Pixels and Tags: Small pieces of code used to track user activity and measure the effectiveness of features or communications.
- SDKs and Device Identifiers: Tools used in mobile applications to collect device and usage data.
7.2 How We Use Tracking Technologies
We use Tracking Technologies for purposes including:
- Operating and improving the functionality and performance of the Services;
- Understanding user behavior, usage patterns, and engagement;
- Personalizing content and user experience;
- Analyzing trends and measuring the effectiveness of features; and
- Supporting security, fraud prevention, and system integrity.
7.3 Your Choices and Controls
You may control or limit the use of certain Tracking Technologies through your browser or device settings, including by:
- Blocking or deleting cookies through your browser settings;
- Adjusting mobile device privacy settings (e.g., limiting ad tracking);
- Using opt-out mechanisms provided by certain analytics or advertising providers, where available.
Please note that disabling certain Tracking Technologies may affect the functionality or performance of the Services.
7.4 Do Not Track
Some browsers offer a “Do Not Track” (“DNT”) signal. Because there is no consistent industry standard for how to respond to DNT signals, we do not currently respond to such signals.
8. Children’s Privacy
The Services are not intended for children under the age of thirteen (13), and we do not knowingly collect, use, or disclose personal information from children under 13.
If you are between the ages of thirteen (13) and seventeen (17), you may use the Services only with the involvement, consent, and supervision of a parent or legal guardian. In such cases, the parent or legal guardian must provide consent to the collection and use of the minor’s personal information and is responsible for the minor’s use of the Services.
If you are under 13, you may not access or use the Services or provide any personal information to us.
Parental Rights and Controls
If you are a parent or legal guardian and believe that your child has provided personal information to us without your consent, you may contact us to request review, deletion, or cessation of further collection of your child’s information.
Deletion of Underage Data
If we become aware that we have collected personal information from a child under the age of 13 without verified parental consent, we will take reasonable steps to delete such information as soon as practicable in accordance with applicable law.
Contact
If you believe that a minor has provided personal information to us in violation of this policy, please contact us at[js3] [RC4] :
We will promptly investigate and take appropriate action.
9. International Users
The Services are operated and controlled from the United States. If you access or use the Services from outside the United States, you acknowledge and agree that your information may be transferred to, processed in, and stored in the United States and other jurisdictions where we or our service providers operate.
Cross-Border Transfers
These countries may have data protection laws that are different from, and in some cases less protective than, the laws of your country of residence. By using the Services, you consent to the transfer of your information to the United States and such other jurisdictions, as described in this Privacy Policy.
Where required by applicable law, we take appropriate measures to protect personal information transferred across borders, which may include contractual safeguards or reliance on recognized legal transfer mechanisms.
Your Responsibility
You are responsible for ensuring that your use of the Services complies with applicable laws in your jurisdiction.
10. Changes to This Privacy Policy
We may update or modify this Privacy Policy from time to time in our sole discretion. When we do, we will revise the “Last Updated” date at the top of this Privacy Policy and, where required by applicable law, provide additional notice (such as by email, in-app notification, or other prominent means).
Your continued access to or use of the Services after any changes to this Privacy Policy become effective constitutes your acknowledgment of and agreement to the revised Privacy Policy.
If you do not agree to the updated Privacy Policy, you must discontinue use of the Services.
11. Your Privacy Rights
Depending on your state or country of residence, you may have certain rights regarding your personal information under applicable data protection laws, including, without limitation, laws in California, Colorado, Connecticut, Utah, Virginia, Texas, Oregon, Delaware, Iowa, Indiana, Montana, and Tennessee.
Subject to applicable law and verification of your identity, you may have the right to:
- Access: Request access to the personal information we hold about you, including information about how we collect, use, and disclose it.
- Correction: Request that we correct inaccurate or incomplete personal information.
- Deletion: Request that we delete your personal information, subject to certain exceptions permitted by law.
- Portability: Request a copy of your personal information in a portable, machine-readable format.
- Opt-Out of Certain Processing: Opt out of targeted advertising, the “sale” or “sharing” of personal information (as defined under applicable law), or certain profiling activities.
- Appeal: Appeal our decision if we deny your request, where such rights are provided under applicable law.
Exercising Your Rights
To exercise any of these rights, please contact us at[js5] [RC6] _____________ or follow any in-app or account-based request mechanisms, where available. We may need to verify your identity before processing your request and may request additional information for this purpose.
Authorized Agents
Where permitted by applicable law, you may designate an authorized agent to submit requests on your behalf. We may require proof of authorization and verification of your identity before fulfilling such requests.
Non-Discrimination
We will not discriminate against you for exercising your privacy rights, including by denying services, charging different prices, or providing a different level or quality of services, except as permitted by applicable law.
Limitations
Your rights may be subject to limitations and exceptions under applicable law, including where retention of information is necessary to comply with legal obligations, complete transactions, detect fraud, or enforce our agreements.
12. Contact Us
If you have any questions, concerns, or requests regarding this Privacy Policy or our data practices, or if you wish to exercise your privacy rights, you may contact us using the information below:
We will make reasonable efforts to respond to your request in a timely manner and in accordance with applicable law.
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AS IS CONTENT LICENSE AGREEMENT
Effective Date: [Insert Date]
Last Updated: [Insert Date]
1. Terms of Service; Scope
These Terms of Service (“Terms”) constitute a legally binding agreement between you, or the entity on whose behalf you are entering into these Terms (“you” or “Customer”), and As Is Content LLC (“As Is,” “we,” “us,” or “our”), and govern your access to and use of any content made available through the Services (the “Content”).
By purchasing, accessing, downloading, or using any Content, you agree to be bound by these Terms.
If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case “you” will refer to that entity.
1.1 Modifications
We may modify or update these Terms from time to time in our sole discretion. When we do, we will update the “Last Updated” date and, where required by applicable law, provide reasonable notice.
Any modifications will apply on a prospective basis. By accessing or using Content after such modifications become effective, you agree to be bound by the updated Terms.
1.2 No Ownership; License Required
All Content is owned by or licensed to As Is and is protected by applicable intellectual property laws.
Your access to the Services or Content does not grant you any ownership rights. Any rights to use Content are granted solely pursuant to the license set forth in these Terms.
1.3 Definitions
For purposes of these Terms:
- “Content” means all content made available through the Services, including, without limitation, images, photographs, illustrations, graphics, videos, footage, and other visual or audiovisual materials.
- “Images” means still photographs, illustrations, graphics, vectors, and similar visual works.
- “Video” means moving images, animations, films, video clips, motion graphics, and other audiovisual works.
- “Visual Content” means, collectively, Images and Video.
2. License Grant
Subject to your compliance with these Terms and payment of all applicable fees, As Is grants you a perpetual, non-exclusive, non-transferable, sublicensable[RC1] [js2] [RC3] , as set forth herein, worldwide, royalty-free license to download and use the specific video and/or image content assets (the “Content”) included in the clip set(s) you have purchased (each, a “Purchased Set”).
You may sublicense the Content solely as incorporated into your own projects, productions, or works, provided that (a) such sublicenses do not grant any third party the right to access, extract, reproduce, or use the Content on a standalone basis, and (b) you remain responsible for ensuring that any such third party complies with the restrictions set forth in these Terms.
For clarity, your license rights apply only to the Content included in the Purchased Set(s) you have paid for and do not extend to any other Content made available by As Is.
2.1 Content Tiers
As Is may offer Content in different formats, qualities, or versions, including but not limited to:
- “Pro Version” (e.g., higher resolution, uncolored/raw formats); and
- “Lite Version” (e.g., HD, color-graded formats).
The license rights granted under these Terms are the same regardless of the Content tier purchased. However, your rights extend only to the specific version of the Content included in your Purchased Set.
2.2 Scope of Permitted Use
Subject to these Terms, you may use the Content for any lawful purpose, including personal and commercial use, including without limitation:
- In digital formats, including websites, social media, online advertising, applications, and digital publications;
- In audiovisual productions, including films, videos, advertisements, and other multimedia works;
- In printed materials, including marketing materials and promotional content; and
- In connection with client work or commercial projects.
You may modify, adapt, and incorporate the Content into your own works, provided that such use complies with these Terms.
RESERVATION OF RIGHTS. ALL MOTION PICTURE, TELEVISION, STREAMING, AND THEATRICAL RIGHTS ARE EXPRESSLY EXCLUDED FROM THE LICENSE GRANTED HEREIN AND ARE RESERVED EXCLUSIVELY BY LICENSOR. LICENSEE ACKNOWLEDGES THAT ANY DEVELOPMENT, PRODUCTION, DISTRIBUTION, OR EXPLOITATION OF THE LICENSED MATERIAL, OR ANY ELEMENT THEREOF, IN CONNECTION WITH A FEATURE FILM, TELEVISION SERIES, STREAMING PROGRAM, DOCUMENTARY, OR THEATRICAL PRODUCTION, SHALL REQUIRE LICENSOR'S PRIOR WRITTEN APPROVAL AND A SEPARATE NEGOTIATED AGREEMENT SETTING FORTH THE APPLICABLE RIGHTS AND COMPENSATION[js4] .
2.3 Perpetual and Royalty-Free Rights
The license granted herein is perpetual and royalty-free. Once granted, you may continue to use the Content indefinitely without additional payment, provided that you remain in compliance with these Terms.
2.4 No Ownership
The Content is licensed, not sold. As Is and its licensors retain all right, title, and interest in and to the Content. Except for the rights expressly granted in these Terms, no rights are transferred to you.
2.5 Delivery and Access
Upon completion of a valid purchase, As Is will make the Content included in the applicable Purchased Set available to you for download through the Services or via another delivery method designated by As Is.
(a) Access to Downloads
You are responsible for downloading and securely storing the Content after it is made available to you. As Is does not guarantee that Content will remain available for download indefinitely and reserves the right to limit or revoke access to download links at any time.
(b) File Formats and Quality
Content will be delivered in the format, resolution, and version (including Pro Version or Lite Version) associated with the Purchased Set at the time of purchase. As Is does not guarantee compatibility with your systems, software, or workflows.
(c) No Replacement or Re-Delivery Obligation
As Is has no obligation to provide replacement copies or re-delivery of Content after it has been made available to you, except in cases of verified technical error or as otherwise required by applicable law.
(d) Technical Issues
If you experience a technical issue preventing access to or download of Content, you must notify As Is within a reasonable period following purchase. As Is will use commercially reasonable efforts to address verified technical issues.
(e) Updates and Modifications
As Is may modify, replace, or discontinue any Content in its library at any time. Such changes will not affect your license to Content that you have already purchased and downloaded, subject to these Terms.
3. Restrictions on Use
You may use the Content only as expressly permitted in these Terms. Except as expressly authorized, you may not, and may not permit any third party to:
3.1 Redistribution and Access Restrictions
- Sell, license, distribute, transfer, or otherwise make the Content available as standalone files or in any manner that allows third parties to download, extract, or access the Content independently;
- Use the Content to create, contribute to, or enable any stock media library, database, or similar service;
- Display or make the Content available in a manner that allows others to search, browse, or download the Content as a discrete file or asset.
3.2 Misuse and Prohibited Contexts
- Use the Content in any unlawful, defamatory, fraudulent, misleading, obscene, or otherwise objectionable manner;
- Use the Content in a way that infringes, misappropriates, or violates any third-party rights, including intellectual property, privacy, or publicity rights;
- Use the Content on or in connection with any goods or merchandise for sale, license, or distribution, including without limitation apparel, prints, posters, templates, digital products, or other items where the primary value is derived from the Content itself; [RC5] [js6] [RC7]
- Use the Content in any product, template, or asset that is intended for resale, redistribution, or reuse by others on a standalone basis, or in a manner that allows third parties to access, extract, or use the Content as a separate file or element; provided that the foregoing shall not restrict your use of the Content as incorporated into a project, production, or deliverable created for a client or other third party in accordance with these Terms.
- Portray any individual depicted in the Content in a manner that a reasonable person would find offensive, including in connection with:
- pornography or adult services;
- illegal activities;
- defamatory or misleading contexts; or
- political messaging or advertisement including but not limited to those on behalf of a candidate, political party, PAC or advocacy group
- sensitive personal or health-related topics in a misleading or exploitative manner.
3.3 Intellectual Property Restrictions
- Use the Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin;
- Claim ownership of the Content or falsely represent that the Content was created by you or a third party other than the rightful copyright holder;
- Remove or alter any copyright notices or proprietary markings associated with the Content (where applicable prior to download).
3.4 AI and Data Use Restrictions
- Use the Content, in whole or in part, as input for training, fine-tuning, or developing any artificial intelligence, machine learning, or generative model, system, or dataset;
- Extract, scrape, or systematically collect Content or metadata from the Services for the purpose of building datasets or training models.
3.5 No Implied Rights or Endorsement
- Use the Content in a manner that suggests sponsorship, endorsement, or affiliation by any person, brand, or entity depicted in the Content, unless such endorsement is expressly obtained;
- Use the Content in a manner that would reasonably mislead others as to the origin or authenticity of the Content.
3.6 Responsibility for Use
You are solely responsible for your use of the Content and for ensuring that such use complies with applicable law and these Terms, including obtaining any additional rights, permissions, or clearances that may be required for your specific use.
4. Credit and Attribution
Where attribution is required, you agree to provide credit in a clear and reasonably visible manner, in a form substantially similar to:
“Footage courtesy of As Is Content”[RC8] [js9] [RC10]
4.1 No False Attribution
You may not:
- Falsely represent that you are the creator or copyright owner of any Content; or
- Attribute Content to any person or entity in a manner that is misleading or inaccurate.
4.2 Removal of Attribution
You may not remove or obscure any attribution, credit, or proprietary notice included with the Content where such attribution is required by As Is.
5. Representations and Warranties; Disclaimers
5.1 As Is Representations
As Is represents and warrants that it has the necessary rights to grant the license to the Content as set forth in these Terms.
5.2 Limited Warranty
Subject to your full compliance with these Terms and applicable law, As Is warrants that the Content, in its original, unmodified form, will not knowingly infringe the copyright of any third party.
5.3 User Responsibilities
You acknowledge and agree that:
- Your use of the Content is at your own risk;
- You are solely responsible for how you use the Content, including ensuring that your use complies with applicable law and does not violate the rights of any third party; and
- You are responsible for obtaining any additional rights, permissions, or clearances that may be required for your specific use of the Content.
5.4 Disclaimer of Warranties
THE CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS IS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; TITLE; NON-INFRINGEMENT; and ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
AS IS DOES NOT WARRANT OR REPRESENT THAT:
- THE CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
- THE CONTENT IS ACCURATE, COMPLETE, OR CURRENT;
- YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES;
- THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; OR
- ANY DEFECTS OR ERRORS WILL BE CORRECTED.
6. Indemnification
6.1 By You
You agree to defend, indemnify, and hold harmless As Is and its affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the “As Is Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Your use or misuse of the Content;
- Your violation of these Terms or applicable law;
- Your use of the Content in violation of any third-party rights, including intellectual property, privacy, or publicity rights;
- Your failure to obtain any required permissions, consents, or clearances for your use of the Content; or
- Your breach of any representations, warranties, or obligations under these Terms.
6.2 By As Is (Limited Indemnity)
Subject to your compliance with these Terms, As Is will defend and indemnify you against any third-party claim alleging that your authorized use of Content, in its original, unmodified form and in full compliance with these Terms, directly infringes a third party’s copyright.[RC11] [RC12] [js13]
This indemnification is subject to the following conditions:
- You must promptly notify As Is in writing of any such claim;
- As Is will have sole control over the defense and settlement of the claim;
- You must reasonably cooperate with As Is in the defense; and
- You may not settle any claim without As Is’s prior written consent if such settlement imposes any liability or obligation on As Is.
6.3 Exclusions
As Is will have no obligation or liability under Section 6.2 to the extent any claim arises from:
- Any modification of the Content;
- The combination of the Content with other materials;
- Use of the Content outside the scope of these Terms;
- Your failure to obtain necessary rights, permissions, or clearances; or
- Any use of the Content that is unlawful or in violation of these Terms.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF AS IS AND THE AS IS PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, THE CONTENT, OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO AS IS FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL AS IS OR ANY AS IS PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.1 Content Use Disclaimer
As Is shall not be liable for any damages, costs, or losses arising from:
- Your use or misuse of the Content;
- The context in which the Content is used; or
- Any modifications made to the Content.
8. Termination and Suspension
8.1 Termination by As Is
As Is may, in its sole discretion and without liability, suspend or terminate your access to the Services at any time, with or without notice, including if:
- You breach these Terms;
- We suspect fraud, abuse, or unauthorized use of the Services or Content;
- Required by law or regulatory authority; or
- We discontinue the Services, in whole or in part.
8.2 Termination by You
You may terminate your use of the Services at any time by discontinuing access and use of the Services.
Termination does not, by itself, terminate any rights granted to you under a valid license to Content, except as expressly provided in these Terms.
8.3 Effect of Termination
Upon termination or expiration of your access to the Services:
- Your right to access the Services and download Content will immediately cease;
- You must cease all use of the Services; and
- Any rights granted under these Terms with respect to Content previously accessed or downloaded will continue in accordance with the terms of the license granted herein, provided that you remain in compliance with these Terms.
Notwithstanding the foregoing, As Is may revoke your license to Content if you materially breach these Terms.
9. Survival
The following provisions will survive the termination or expiration of these Terms for any reason:
- All restrictions on use of the Content;
- Any licenses granted with respect to Content previously accessed or downloaded (subject to continued compliance with these Terms);
- Representations and warranties;
- Indemnification obligations;
- Disclaimers of warranties;
- Limitations of liability;
- Payment obligations and any amounts owed;
- Provisions relating to intellectual property ownership;
- Dispute resolution, arbitration, and governing law; and
- Any other provisions that, by their nature or express terms, are intended to survive termination.
Termination or expiration of these Terms will not affect any rights, obligations, or liabilities that accrued prior to such termination or expiration.
10. Additional Terms
10.1 Fees and Taxes
All fees are stated in U.S. dollars unless otherwise specified and are exclusive of all applicable taxes. You are responsible for the payment of any and all sales, use, value-added, goods and services, withholding, or similar taxes (collectively, “Taxes”) arising out of or in connection with your purchase or use of the Services or Content, excluding taxes based solely on As Is’s net income.
If As Is is required to collect or remit any Taxes on your behalf, such Taxes will be added to your charges and you agree to pay them. You agree to provide accurate and complete billing and tax information as reasonably requested. You are responsible for any penalties, interest, or other charges arising from your failure to pay applicable Taxes.
10.2 No Refunds
Except as required by applicable law, all fees and charges are non-refundable and non-creditable. You acknowledge and agree that you will not receive any refund, credit, or proration for any unused portion of the Services, including upon termination of your account or these Terms.
10.3 Payment Authorization
You agree to provide and maintain accurate, current, and complete payment information. You represent and warrant that you have the legal right to use any payment method you provide.
You authorize As Is and its third-party payment processors to charge your designated payment method for all fees, charges, and applicable Taxes incurred in connection with your use of the Services. If your payment method fails or cannot be processed, we may suspend or terminate your access to the Services and you remain responsible for all outstanding amounts owed.
10.4 Assignment
You may not assign, delegate, or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of As Is, and any attempted assignment in violation of the foregoing will be null and void.
As Is may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.
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[RC1]I think we may need it to be sub-licensable. I think we would want a prodco to be able to access the service and sublicense to their client. And given that its buy once use forever...I think that it has to be sublicensable multiple times.
How do you think we can best deal with transfer/sublicense?
[js2]Ok see the language here and below
[RC3]Reviewed this with PT and we are aligned.
[js4]Have a look at this new section. I started it overly broad so we can cut back TV etc where you would like. My advice would be if you want to restrict theatrical, I would restrict tv/streaming as well.
[RC5]This is an interesting one – would want Paul to weigh in here.
[js6]@Paul to comment.
[RC7]We discussed this - and he is comfortable with it as written.
[RC8]Paul, do you want this everywhere?
[js9]@Paul
[RC10]Per PT, can we change this to an optional (only if they want to)– if credited the credit should be "Footage courtesy of As Is Content"
[RC11]We need to discuss this.
[RC12]Reviewed with PT, is there a benefit to defining prompt notification? Do we want to align on a window or is it better for us if left vague
[js13]No this is actually more beneficial to be kept somewhat vague given the content.