1. APPLICATION OF TERMS
1.1 These Terms apply to your use of the Service (as that term is defined below). By accessing and using the Service:
a. you agree to these Terms; and
b. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
1.2 If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
1.3 Where you have signed a separate written agreement with Scriptsee, if there is any inconsistency between these Terms and that separate agreement, the separate agreement prevails.
2.1 Scriptsee may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately.
You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service, you agree to be bound by the changed Terms. If you do not agree to any change, you must immediately cease your access to and use of the Service.
2.2 These Terms were last updated on 01 November 2023.
3.1 In the Agreement:
Agreement means these Terms, and any Data Processing Agreement.
CCPA means the California Consumer Privacy Act 2018 as amended by the California Privacy Rights Act 2020.
Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service, including pricing information and Fees. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Scriptsee Software. Your Confidential Information includes the Content.
Content means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service, including any Production that you input into the Service for analysis.
Data Processing Agreement means any of the agreements listed in clause 5.4c and 5.4d that we have entered into with you.
Data Protection Laws:
in in respect of Scriptsee, the New Zealand Privacy Act 2020 and, to the extent that we have entered into a Data Processing Agreement with you, the data protection and privacy law the subject of that agreement; and
in respect of you, all data protection or privacy laws applicable to you, your operations, and your Content, including the New Zealand Privacy Act 2020.
EU/UK Data Protection Laws means all laws and regulations of the European Union and its member states, and the United Kingdom, that apply to the processing of Personal Information and Content, including (where applicable):
the European Union General Data Protection Regulation 2016/679; and
the UK Data Protection Act 2018 and the UK GDPR (as defined in that Act).
Fees means the fees set out or determined on a “per Production” basis in accordance with the Pricing page on the Website, as may be updated from time to time in accordance with clauses 7.6 and 7.7.
Force Majeure means an event that is beyond our reasonable control.
HIPAA means the Health Insurance Portability and Accountability Act 1996.
including, e.g., and similar words do not imply any limit.
Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
any fines, penalties, and punitive or exemplary damages payable by us to any regulatory or other body; and
any claim, proceeding, damage, liability, cost (including legal costs on a solicitor and own client basis), and loss of any kind.
Malicious Code means any virus, interruptions, logic bombs, Trojan horses, locks, spyware, or other forms of malicious code or performance impediments.
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
a party includes that party’s permitted assigns.
Payment Card Industry Data Security Standard means the standard also referred to as PCI DSS that is issued by the PCI Security Standards Council (including any addition or change to, or replacement of, that standard made by the Council or any replacement body or body with authority to make those or similar standards).
Permitted Users means your personnel and other users who are authorised by you to access and use the Service on your behalf in accordance with clause 5.6.
a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
personal information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable Data Protection Laws.
personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us. Where we have signed a Data Processing Agreement with you relating to EU/UK Data Protection Laws, a reference to our personnel includes a sub-processor as defined in that Data Processing Agreement.
Production means a film script, TV series script, speech, screenplay, content, novel, musical composition or lyrics, or other creative work.
Sales Tax means any goods and services tax, value added tax, or other form of sales tax imposed by a competent authority in any jurisdiction relating to the supply of the Service under the Agreement.
Scriptsee Software means the software owned by us (and our licensors) that is used to provide the Service.
Service means the AI-powered service that provides automated Production analysis and having the core functionality described on the Website, as the Website is updated from time to time.
Start Date means the date that you first access or use the Service.
Underlying Systems means the Scriptsee Software, and all IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.
User ID means a unique name and/or password allocated to you or a Permitted User to allow you or the user to access certain parts of the Service.
We, us, our or Scriptsee means Motion Tech Lab Limited, trading as Scriptsee, New Zealand company number 8243218.
Website means the internet site at scriptsee.io, or such other site notified to you by us.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
You or your means you or, if clause 1.1.b applies, both you and the other person on whose behalf you are acting.
3.2 If there is any conflict between the documents comprising the Agreement, those documents have the following descending order of precedence:
a. the Data Processing Agreement (if any); and
b. these Terms.
4. PROVISION OF THE SERVICE
4.1 Subject to your compliance with the Agreement, including the payment of all Fees, Scriptsee must use reasonable efforts to provide the Service:
a. in accordance with the Agreement and New Zealand law;
b. exercising reasonable care, skill and diligence; and
c. using suitably skilled, experienced and qualified personnel.
4.2 Our provision of the Service to you is non-exclusive. Nothing in the Agreement prevents us from providing the Service to any other person.
4.3 We must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website advance details of any unavailability.
5. YOUR OBLIGATIONS
5.1 You, your personnel, and your Permitted Users must:
a. use the Service in accordance with the Agreement solely for:
i. your own internal business purposes; and
ii. lawful purposes (including complying with the New Zealand Unsolicited Electronic Messages Act 2007 and Data Protection Laws); and
b. not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
5.2 If you, your personnel, or your Permitted Users are given a User ID, each of you must keep the User ID secure and:
a. not permit any other person to use the User ID, including not disclosing or providing it to any other person;
b. immediately notify us if you become aware of any disclosure or unauthorised use of the User ID, by sending an email to firstname.lastname@example.org; and
c. you acknowledge and agree that you are solely responsible for all Content that is processed through the Service using a User ID given to you, your personnel, and/or a Permitted User.
5.3 When accessing the Service, you, your personnel, and your Permitted Users must:
a. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
b. correctly identify the sender of all electronic transmissions;
c. not attempt to undermine the security or integrity of the Underlying Systems;
d. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
e. not attempt to view, access or copy any content, material or data other than:
i. that which you are authorised to access; and
f. to the extent necessary for you to use the Service in accordance with the Agreement; and
f. neither use the Service in a manner, nor transmit, input or store any Content, that breaches any law or third party right (including Intellectual Property Rights and privacy rights), or is Objectionable, incorrect or misleading.
5.4 You must not use the Website or the Service to process (including to transmit or store) any Content that is regulated by:
a. the Payment Card Industry Data Security Standard;
c. CCPA unless and until you have agreed to the separate CCPA data processing agreement with us (by opting into that CCPA data processing agreement by checking the “opt in” box when you subscribe to the Service); and/or
d. EU/UK Data Protection Laws unless and until you have returned to us a fully completed and signed EU/UK Data Protection Laws data processing agreement.
5.5 You must not use the Website or the Service to perform a statutory or regulated function or purpose except with our prior written agreement.
5.6 Without limiting clause 5.3, no individual other than a Permitted User may access or use the Service. You may authorise your personnel and other individuals to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with clauses 5.1, 5.2, and 5.3 and any other reasonable condition notified by us to you.
5.7 A breach of any of the Agreement by your personnel and/or a Permitted User is deemed to be a breach of the Agreement by you.
5.8 You are responsible for procuring all licences, authorisations and consents required for you, your personnel, and your Permitted Users to use the Service, including to use, store and input the Content into, and process and distribute Content through, the Service.
6.1 You acknowledge that:
a. we may require access to the Content to exercise our rights and perform our obligations under the Agreement; and
b. to the extent that this is necessary but subject to clause 9, we may authorise a member or members of our personnel to access the Content for this purpose.
6.2 You must arrange all consents and approvals that are necessary for us to access the Content as described in clause 6.1.
6.3 You acknowledge and agree that:
a. we may:
i. use Content and information about you and your Permitted Users’ use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
ii. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and to identify and benchmark trends and insights;
b. our rights under clause 6.3.a.ii will survive termination or expiry of the Agreement; and
c. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
6.4 By emailing us at email@example.com and referring to “opting out of clause 6.3 of the Terms”, you may withdraw your agreement to Scriptsee exercising its rights under clause 6.3. If this occurs, we will cease to use your Content to generate Analytical Data from the date that we process your withdrawal.
6.5 You acknowledge and agree that to the extent the Content contains personal information:
a. in collecting, holding and processing that information through the Service, we are acting as your agent, service provider, and/or data processor for the purposes of Data Protection Laws;
b. the Data Processing Agreement (if any) applies to that information; and
c. you must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with the Agreement. These consents must be explicit and comply with Data Protection Laws applicable to both us and you. On request, you must provide written confirmation to us that you have these explicit consents.
6.6 You must not use the Service to process (including to transmit or store) any Personal Information that is regulated by EU/UK Data Protection Laws unless and until you have agreed in writing with us a separate Data Processing Agreement relating to those laws.
6.7 While we will take standard industry measures to back up all Content stored using the Service, you agree to keep a separate back-up copy of all Content uploaded by you onto the Service.
6.8 You agree that we may store Content (including any personal information) in secure servers in Australia and New Zealand, and may access that Content (including any personal information) in Australia and New Zealand from time to time.
6.9 You indemnify us against any Loss arising from:
a. the introduction (whether intentional or not) by you, your Permitted Users, or your personnel of any Malicious Code into the Service or the Underlying Systems; and
b. any actual or alleged claim by a third party that any Content infringes any law or the rights of that third party (including Intellectual Property Rights and privacy rights), or that the Content is Objectionable, incorrect or misleading.
7.1 You must pay us the Fees in advance of your use of the Service.
7.2 We will provide you with valid Sales Tax invoices prior to the due date for payment.
7.3 The Fees exclude Sales Tax, which you must pay on taxable supplies. If withholding taxes apply and are deducted or withheld by you, the amount payable to us shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received by us remains unchanged from the Fees.
7.4 You must pay the Fees:
a. no later than 30 days after receipt of invoice from Scriptsee; and
b. electronically in cleared funds without any set off or deduction,
and if you do not pay the Fees in accordance with this clause, we may immediately suspend your access to and use of the Service under clause 12.10.d.
7.5 We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
7.6 We may increase the Fees by giving at least 30 days’ notice, provided that we may not increase the Fees more than once in any Year. If you do not wish to pay the increased Fees, you may terminate the Agreement and your right to access and use the Service on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate the Agreement and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.
7.7 To avoid doubt, additional Fees may be payable if you want to access features or functionality which are in addition to the core functionality covered by the Fees.
8. INTELLECTUAL PROPERTY
8.1 Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website (including all information, data, text, graphics, artwork, photographs, logos, sound recordings, videos and look and feel), and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of, or undertake any act that infringes or may infringe, those Intellectual Property Rights.
8.2 Title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with the Agreement.
8.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
8.4 If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
a. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
b. we may use or disclose the feedback for any purpose.
9.1 Each party must, unless it has the prior written consent of the other party:
a. keep confidential at all times the Confidential Information of the other party;
b. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
c. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1.a and 9.1.b.
9.2 The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:
a. for the purpose of performing a party’s obligations, or exercising a party’s rights, under the Agreement;
b. required by law (including under the rules of any stock exchange);
c. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
d. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
e. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.
10.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, the Agreement.
10.2 To the maximum extent permitted by law:
a. our warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty of merchantability or fitness for purpose) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to USD500.00; and
b. we make no representation concerning the quality of the Service and do not promise that the Service will:
i. meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfil or meet any statutory role or responsibility you may have; or
ii. be secure, free of Malicious Code, uninterrupted or error free.
10.3 You agree and represent that you are acquiring the Service, and agreeing to the Agreement, for the purpose of trade. The parties agree that:
a. to the maximum extent permissible by law, no consumer protection laws apply to the supply of the Service or the Agreement; and
b. it is fair and reasonable that the parties are bound by this clause 10.3.
10.4 Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Agreement. However, our liability for any breach of that condition or warranty is limited, at our option, to:
a. supplying the Service again; and/or
b. paying the costs of having the Service supplied again.
11.1 Our maximum aggregate liability to you or any other person (including Permitted User), whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed:
a. where the liability arose in connection with a Production (including any Content inputted in respect of that Production), the Fees paid by you for that Production; and
b. for all liability under or in connection with the Agreement (including liability under clause 10.2.a and 11.1.a), an amount equal to the Fees paid by you relating to the Service in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability).
11.2 Neither party is liable to the other under or in connection with the Agreement or the Service for any:
a. loss of profit, revenue, savings, business, use, data (including Content), and/or goodwill; or
b. consequential, indirect, incidental or special damage or loss of any kind.
11.3 Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with the Agreement for:
a. personal injury or death; or
b. fraud or wilful misconduct.
11.4 Clause 11.2 does not apply to limit your liability:
a. to pay the Fees;
b. for breach of clause 9;
c. under the indemnity in clause 6.9; or
d. for those matters stated in clause 11.3.a to 11.3.c.
11. 5 Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
11.6 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement or the Service.
12. TERM, TERMINATION AND SUSPENSION
12.1 Unless terminated under this clause 12, the Agreement and your right to access and use the Service starts on the Start Date and continues until terminated by a party giving at least 60 days’ notice that the Agreement and your access to and use of the Service will terminate.
12.2 Either party may, by notice to the other party, immediately terminate the Agreement and your right to access and use the Service if the other party:
a. breaches any material provision of the Agreement and the breach is not:
i. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
ii. capable of being remedied; or
b. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
c. is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
12.3 You may terminate the Agreement and your right to access and use the Service in accordance with clause 7.6.
12.4 Termination of the Agreement does not affect either party’s rights and obligations that accrued before that termination.
12.5 On termination of the Agreement, you must pay all Fees for the provision of the Service prior to that termination.
12.6 No compensation is payable by us to you as a result of termination of the Agreement for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
12.7 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of the Agreement but subject to clause 12.9, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
12.8 At any time prior to one month after the date of termination, you may request deletion of any Content stored using the Service, in which case, we must use reasonable efforts to promptly delete that Content. Despite the previous sentence or anything else in the Agreement, Scriptsee is not required to retain any Content after termination of the Agreement.
12.9 Without limiting any other right or remedy available to us and without notice, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Content if we consider that you or any of your personnel have:
a. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
b. used, or attempted to use, the Service:
i. for improper purposes; or
ii. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
c. transmitted, inputted or stored any Content that breaches or may breach the Agreement, any applicable law, any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
d. otherwise materially breached the Agreement (and a failure to pay the Fees is deemed to be a material breach), and to avoid doubt, the suspension will not be lifted under this clause 12.10d until the breach is remedied to Scriptsee’s satisfaction (including, in the case of a failure to pay the Fees, paying all Fees owing from the date of the failure to pay until the date that the suspension is lifted).
13.1 Scriptsee is not liable to you for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure.
13.2 No person other than you and us has any right to a benefit under, or to enforce, the Agreement.
13.3 For a party to waive a right under the Agreement, that waiver must be in writing.
13.4 Subject to clause 6.5, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.
13.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with the Agreement by emailing firstname.lastname@example.org.
13.6 The Agreement, and any dispute relating to the Agreement or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with the Agreement or the Service.
13.7 Clauses which, by their nature, are intended to survive termination of the Agreement, including clauses 6.3, 6.9, 8, 9, 11, 12.5 to 12.9, 13.6, and 13.7, continue in force.
13.8 If any part or provision of the Agreement is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from the Agreement. The remainder of the Agreement will be binding on you.
13.9 You may not assign, novate, subcontract or transfer any right or obligation under the Agreement without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under the Agreement despite any approved assignment, subcontracting or transfer.
13.10 The Agreement set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.