SAVVY TERMS OF USE

Date of Last Revision: September 9, 2019

Welcome to Savvy!

These terms and conditions of use (“Terms of Use”) cover your use of and access to our website, www.Savvyworks.com (“Website”), and our products, tools, and features, such as Static to Video, Optimization Service, and Dynamic Video (collectively, the “Services”) provided by Savvy, a product of Fancy Pants Group (“Savvy”, “we”, “us”, or “our”).

By using or accessing the Services, you are agreeing to these Terms of Use and our Privacy Policy. If you are using the Services for an organization, you are agreeing to these Terms of Use on behalf of that organization, and you represent and warrant that you can do so. References to “you”, “your”, and similar terms are construed accordingly in these Terms of Use to mean our customers who use our Services, including visitors to our Website. If you do not agree to these Terms of Use, you may not use or access the Services. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

Please read these Terms of Use carefully and in their entirety, as these Terms of Use include important information about your legal rights, remedies, and obligations. Feel free to contact us if you have any questions regarding these Terms of Use.

1. YOUR ACCOUNT TERM AND FEES:

These Terms of Use shall remain in full force and effect for as long as you use any of the Services. To use many of the Services, you must first create a user account (“Account”). To create an Account you must provide us with your first and last name, email address, and phone number and create your password. You agree to provide us with accurate, complete, and updated information for your Account. We may need to use this information to contact you.

You may terminate your Account at any time and for any reason by sending an email to savvy-termination@fancypantsgroup.com. Savvy may terminate your Account at any time and for any reason, effective immediately upon sending notice to you at the email address you provided during the Account set-up process, or such other email address as you may subsequently provide to Savvy. If Savvy terminates your Account due to a breach of these Terms of Use, you shall not be entitled to the refund of any unused portion of fees (if any). Even after the Account is terminated, these Terms of Use will remain in full force and effect, provided, however, that the User Content (defined below) uploaded by you may no longer be accessible through the Services once your Account has been terminated.

2. YOUR CONTENT:

Users of the Services (whether you or others) may provide us with content, including without limitation text, photos, images, audio, video, code, instructions and comments, and any other materials (“User Content”) to create your Video Advertisement. You retain all right, title, and interest in and to the User Content uploaded by you hereunder (including, without limitation, the copyrights therein and thereto), subject to the non-exclusive rights granted to Savvy under these Terms of Use. When you provide User Content via the Services, you grant Savvy a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as, without limitation, those resulting from translations, adaptations or other changes we make so that User Content works better with the Services and including Video Advertisements), communicate, publish, publicly display, publicly perform, and distribute User Content for the limited purposes of allowing us to provide, improve, promote, and protect the Services. You are free to grant similar rights to others during your use of the Services and after you terminate your Account.

3. USER CONDUCT AND RESPONSIBILITIES:

Users of the Services (whether you or others) may provide us with content, including without limitation text, photos, images, audio, video, code, instructions and comments, and any other materials (“User Content”) to create your Video Advertisement. You retain all right, title, and interest in and to the User Content uploaded by you hereunder (including, without limitation, the copyrights therein and thereto), subject to the non-exclusive rights granted to Savvy under these Terms of Use. When you provide User Content via the Services, you grant Savvy a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as, without limitation, those resulting from translations, adaptations or other changes we make so that User Content works better with the Services and including Video Advertisements), communicate, publish, publicly display, publicly perform, and distribute User Content for the limited purposes of allowing us to provide, improve, promote, and protect the Services. You are free to grant similar rights to others during your use of the Services and after you terminate your Account.

You represent and warrant that:

4. OUR RIGHTS WITH RESPECT TO THE SERVICES:

We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (i) we may change parts or all of the Services and their functionality; (ii) we may suspend or discontinue parts or all of the Services; (iii) we may terminate, suspend, restrict, or disable your access to or use of parts or all of the Services; (iv) we may terminate, suspend, restrict, or disable access to your Accounts; and (v) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).

If Savvy determines, in its sole discretion, that you are in violation of any of these Terms of Use and/or are a repeat infringer of third-party intellectual property rights, Savvy may terminate your Account, and prohibit you from creating new accounts through Savvy.

We reserve the right, at any time and in our sole discretion, and without notice to you, to determine the rightful Account ownership and to transfer an Account to such owner. Our decision in that respect is final. If we feel that we cannot reasonably determine the rightful owner, we reserve the right to suspend an Account or access to a Video Advertisement until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.

5. OUR PROPRIETARY RIGHTS:

The Services are protected by copyright, trademark, and other applicable laws. These Terms of Use do not grant you any right, title, or interest in the Services, others’ User Content, our trademarks, logos, or other brand features or intellectual property or trade secrets or others’ content in the Services. You agree not to change, translate, or otherwise create derivative works of the Services or others’ User Content.

We may provide templates or other products featuring demo content, including without limitation text, photos, images, graphics, audio, and video (“Demo Content”), to provide you with ideas or inspiration. Unless we otherwise consent in writing, Demo Content (or any portion of it) may not be posted, distributed, publicly displayed, publicly performed, or otherwise published.

6. PRIVACY:

Your privacy is extremely important to us. Please refer to our Privacy Policy (which is hereby incorporated by reference and applicable to the Services) that explains your rights and responsibilities with respect to information that is disclosed on this Website. By using the Services, you confirm that you have read and understood the Privacy Policy. You acknowledge and agree that we may protect and improve our Services through analysis of your use of the Services, your End Users’ use of your Video Advertisements, and/or analysis of your personal information. Additionally, you acknowledge and agree that we may use your personal information, including, without limitation, the information provided in your Account, to communicate with you about or promote our current and future Services. Particularly, we may send email notifications regarding the status of the Services, including your Video Advertisement. See our Privacy Policy for more information about how and what we do with any personal information we obtain.

7. THIRD-PARTY CONTENT AND SITES:

The Services may contain links to third party websites. When you access third party sites, you do so at your own risk. Savvy may provide you with functionality to connect to, integrate or share information with a third party service or person through our Services. By accessing or using, or providing a third party service with access to or use of the Services including the creation and sharing of the Video Advertisement, you agree to do so in a manner that does not violate these Terms of Use.

YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH ANY THIRD PARTY ON OR THROUGH ANY OF THE SAVVY SERVICES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES, AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. YOU AGREE TO REVIEW AND EVALUATE ALL POLICIES, RULES, TERMS, AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF USE OF EACH AND ANY THIRD-PARTY SITE THAT YOU VISIT, AND BEAR ALL RISKS ASSOCIATED WITH, THIRD-PARTY CONTENT AND THIRD-PARTY SITES.

8. USERNAME AND PASSWORD:

Any eligible user who creates an Account will select a username and password when completing the registration process. You are solely and fully responsible for maintaining the confidentiality of your username and password, or third-party credentials, for accessing Savvy’s Services and will be solely and fully responsible for all activities that occur under that Account. You agree to (i) immediately notify Savvy of any unauthorized use of your username and password or any other breach of security and (ii) log off from your Account at the end of each session. Savvy cannot and will not be liable for any loss or damage arising from your failure to comply with this Section [8].

9. INDEMNITY:

You agree to defend, indemnify, reimburse, and hold harmless Savvy and its parents, subsidiaries and affiliated entities, its third party contractors, and its and their respective members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees, and assigns from and against any and all liability, loss, damages, judgments, costs, and expenses (including reasonable attorney’s fees, costs and expenses, and court costs) arising out of or related to: (i) your use of the Services; (ii) Savvy’s use of your User Content or Video Advertisement; (iii) any breach or alleged breach of your representations and warranties and/or any breach, alleged breach, or violation of the notices, terms, and conditions hereof; and (iv) your violation or alleged or threatened violation of any laws, rules or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity, or moral rights of any third party, arising from the submission and/or use of your User Content as contemplated hereunder.

10. DISCLAIMER WARRANTY:

THE WEBSITE, INCLUDING ALL SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION, IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SAVVY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, MERCHANTABILITY OF COMPUTER PROGRAMS, DATA ACCURACY, SYSTEM INTEGRATION, AND INFORMATIONAL CONTENT. SAVVY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THIS WEBSITE, THE USE, VALIDITY, ACCURACY OR RELIABILITY OF, OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE OR ANY OTHER SITES LINKED TO THIS WEBSITE. THE MATERIALS OF THIS WEBSITE MAY BE OUT OF DATE, AND SAVVY MAKES NO COMMITMENT TO UPDATE THE MATERIALS AT THIS WEBSITE. SAVVY DOES NOT AND CANNOT GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING FROM THIS WEBSITE, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. SAVVY DOES NOT WARRANT THAT THIS WEBSITE, SOFTWARE, MATERIALS, PRODUCTS, OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THIS WEBSITE, SOFTWARE, MATERIALS, PRODUCTS, OR SERVICES WILL BE CORRECTED.

11. LIMITATION OF LIABILITY:

IN NO EVENT WILL SAVVY, ITS VENDORS OR OTHER THIRD PARTIES MENTIONED AT OR IN THIS WEBSITE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATING TO THE USE, INABILITY TO USE, OR RESULTING FROM THE USE OF THIS WEBSITE, ANY SITES LINKED TO THIS WEBSITE, THE MATERIALS, SOFTWARE OR OTHER INFORMATION CONTAINED IN ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACTS, STATUTES, REGULATIONS, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE SERVICES OR INFORMATION FROM THIS WEBSITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

12. CHOICE OF LAWS AND FORUM:

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York excluding its conflict of law rules.

Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the Arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be New York, and the language of the arbitration shall be English.

The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs or to proceed ex aequo et bono. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

13. ASSIGNMENT:

Savvy shall have the right to assign these Terms of Use in whole or in part to any person or business entity. You may not assign your rights or delegate your obligations under these Terms of Use without the prior written consent of Savvy.

14. ENTIRE AGREEMENT:

These Terms of Use, together with our Privacy Policy, set forth the entire understanding and agreement of you and Savvy as to the subject matter hereof and supersedes all prior proposals, discussions, or agreements (oral and written) with respect to such subject matter. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Savvy’s failure to act with respect to a breach by you or others does not waive Savvy’s right to act with respect to antecedent, subsequent, or similar breaches.

15. MODIFICATION:

Savvy reserves the right to change these Terms of Use from time to time in its sole discretion. In the event of such changes, Savvy will post the changes on the Website and/or notify you via email. Also, Savvy may ask you to review and acknowledge or consent to the changes at the time of your next Account login or at the time of your next usage of the Services. By continuing to use any of the Services, you agree to be bound by the changes to these Terms of Use and the new terms of the Terms of Use shall govern all prior and future submissions of your User Content.