You agree to be bound by these terms and to comply with them. They continue to apply after your free trial has ended. Please note that they include terms which exclude and restrict our liability even if we have been negligent.
Note: An individual who accepts these terms on behalf of another person (whether a company, a firm or another individual) will be personally liable to Sparkol if he or she does not have the authority to bind that other person to these terms.
The app is made available by us, Sparkol Ltd, a company incorporated in England and Wales (number 06762963). Our registered office and main trading address is 5th Floor, 1 Temple Way, Bristol, BS2 0BY, UK).
In these terms:
app: means the code that provides the app’s functionality and the Sparkol content;
product description: means the description of the app, the Sparkol content, and the services we provide in connection with the app which appears on our websites (including www.sparkol.com, www.videoscribe.co, www.tawe.co, www.storypix.co.uk);
project: means a collection and sequence of images (still or moving) of any kind, text, data, music, speech and other sounds created or used with the app by you which has been produced by, or is intended to be used with, the app as a single entity; projects may be known by another name, such as “scribes” or “tawes”;
Sparkol content: means any images (still or moving) of any kind, text, music, speech and other sounds made available by us for use with the app code;
you: means the person in whose name the free trial has been taken, which may be a company, a firm or an individual;
your content: means any images (still or moving) of any kind, text, music, speech and other sounds, and data used with the app by you, except those which are Sparkol content;
“we” and “us” refer to Sparkol and “our” means “Sparkol’s”;
“person” includes an individual, a partnership and a corporation of any kind, no matter where in the world he or it is resident, domiciled, incorporated or established;
A reference to your free trial ending includes its termination;
Examples introduced by the words “including”, “include” or any similar expression only emphasise that those examples are included and do not limit the sense of any preceding words;
A reference to the singular or the plural includes both, and a reference to any gender includes all genders;
A reference to a statute or a statutory provision is to that statute or provision as it is in force from time to time.
2 The app and our services
2.1 The app, the Sparkol content and the services we provide in connection with the app, are as described in the product description.
2.2 Except to the extent that any such term is to be treated as being included by virtue of the Consumer Rights Act 2015 and cannot be excluded, it is not a term of your agreement with us that the app is of satisfactory quality or has any functionality that is not described in the product description, or that we will correct any defects in the app or develop it further.
2.3 Subject to the Consumer Rights Act 2015, we may remove any functionality from the app without providing any reason or warning.
2.4 We have exercised reasonable care and reasonable skill in creating the app, and we have the right to allow you to use it in accordance with these terms. We will provide our services with reasonable care and reasonable skill, but it is not a term of your agreement with us that those services will achieve any particular outcome.
2.5 You authorise the installation of software and software updates on your devices, and the exchange of information between your devices and our systems, for the purposes of enabling the app to function and improving it.
3 Use of the app
3.1 You must use the app only as permitted by these terms and within the scope of your free trial.
3.2 You must keep your username and password secret.
3.3 Unless and until you tell us that you believe someone is using the app through your app account without your permission, you will be liable for that use. This does not apply if that person does not work for you and did not acquire a username or password through you or anyone who works for you, but it is for you to prove that this is the case.
3.4 While your free trial is current you may use the app to create, edit and use your projects and you may store your projects on our system or your system.
3.5 Once your free trial has ended:
(a) You will still be able to use projects which you have exported - such as rendered video files - and stored on your system, but you will not be able to access or use any other projects or create new ones;
(b) We may retain any of your projects which are on our system for as long as we wish but we may permanently delete any of your projects from our system without warning.
3.6 You must not charge anyone for using the app or allow anyone to use the app except for the purposes of viewing or using your projects.
3.7 You must not sell your projects or charge or receive payments from anyone for using your projects;
3.8 Sparkol content may only be used for creating and using projects with the app. In particular, it may not be used directly with any other software or in any marketing materials.
3.9 You must not use the app, or create or use a project, in any way that infringes any rights of any third party or in connection with any offence, libel or slander, or in any way that is unlawful, unreasonably causes any person distress or offence, or brings our name into disrepute.
3.10 You must not modify the app in any way, combine it with any other software, or give any indication that it is anything other than an app that has been created and distributed by Sparkol.
4 App-specific terms
The terms in this clause 4 only apply to the apps mentioned:
You must not remove the VideoScribe logo from your projects or alter it in any way.
5 Intellectual property rights
5.1 We will not acquire any rights to your projects or your content except that you authorise us to use your projects, both while your free trial is current and after it has ended, in the course of making the app’s functionality available to you and providing our support services to you.
5.2 You will not acquire any title, right, or interest to or in the app, all of which are retained by us or the persons who have licensed any parts of the app to us.
6 Technical protection measures
The app is protected by technical measures to prevent unauthorised use and you must not remove or circumvent any of them.
7 Exclusions and restrictions of our liability
7.1 We will not be liable for any of the following:
(a) Loss or damage resulting from the app not being available for use;
(b) Loss or damage resulting from the deletion of your projects from our system after your free trial has ended, or any costs and expenses associated with their reconstruction;
(c) Indirect or consequential loss or damage;
(d) Loss or damage of or to reputation, goodwill, business, revenue, profit or expected savings;
(e) Loss or damage of or to any software or data (including your content and your projects) which you could reasonably have avoided by making a backup copy of it;
(f) Any unauthorised access to, or use or disclosure of, your content or projects by any person who is not associated with us except to the extent that the resulting loss and damage is recoverable under the Data Protection Act;
(g) Any fine, penalty, tax or other levy imposed by any court, tribunal or regulator (including the UK Information Commissioner) in connection with your projects or your use of the app;
(h) Any costs or expenses incurred by you in avoiding or dealing with any investigation, action or proceedings brought by or before any regulator (including the UK Information Commissioner) in connection with your projects or your use of the app.
7.2 We will not be in breach of contract, or liable in any way whatsoever, for failing to discharge our obligations, or for doing so late, to the extent that our failure or delay is a consequence of any failure on your part to discharge your obligations, or any delay on your part in doing so, or any cause that is beyond our reasonable control.
7.3 As the app is being made available free of charge for you to evaluate, our total aggregate liability in respect of all loss, damage, costs and expenses resulting from, arising out of, or relating to your use of the app or your agreement with us is limited to £50. When applying this limit, any liability that is unrestricted by virtue of clause 7.5 is to be taken into account first, so that our liability for any other loss, damage, costs and expenses may be reduced or even extinguished.
7.4 The exclusions and restrictions of our liability in this clause 7 cover all loss, damage, costs and expenses of the kind described no matter what the basis for our liability, and even if they result from our negligence or from other negligence for which we would otherwise be liable.
7.5 These terms do not affect or restrict any right or remedy which you might have, or any liability which we might have, for any of the following: personal injury resulting from negligence, whether or not it results in death; a breach of any term implied by section 2 of the Supply of Goods and Services Act 1982; a breach of any term which has to be treated as being included in your agreement with us by virtue of sections 34, 35, 36, 37, 41, 49, 50, 51 or 52 of the Consumer Rights Act 2015; fraud, fraudulent statements and fraudulent misrepresentations.
You agree to reimburse us in respect of all loss, damage, reasonable costs and reasonable expenses which we suffer or incur as a consequence of your breach of these terms. Your liability for our costs and expenses under this clause 8 is to be assessed on the court’s “indemnity basis” rather than the “standard basis”, and you agree to pay them even if you would not otherwise be liable for them.
9 Personal data
9.1 We will comply with our privacy statement and the Data Protection Act 1998. We are registered as a data controller with the UK Information Commissioner: our registration number is ZA131361. Our privacy statement and the official register at www.ico.org.uk contain more information about the personal data we collect and hold as a data controller and how we use it in that capacity.
9.2 You are the data controller with regard to any personal data recorded in your content and projects and we are acting as your data processor with regard to such data. Except as required or permitted by law, we will only process that personal data as part of providing the app’s functionality and support services to you. You agree that we may transfer your content and projects to other companies and to countries outside the EEA (which may not have adequate laws for protecting that personal data) for storage and processing on our behalf in those countries provided we have appropriate contractual arrangements with those companies which restrict their use of your content and projects to the provision of their services to us.
10 When we may terminate your free trial or close your app account
10.1 We may terminate your free trial, close your app account and/or prevent your access to and use of the app or your projects without any liability to you in any of the following circumstances:
(a) If you breach any of these terms in any way;
(b) If you use the app or your projects in any way which, in our reasonable opinion, is in breach of these terms;
(c) If a third party threatens to start legal proceedings against us based on any of your projects or your use of the app;
(d) If you challenge or dispute any of our rights in or to the app or any Sparkol content, or the rights of any persons who have licensed any parts of the app or Sparkol content to us.
10.2 We may, at our absolute discretion and without any liability to you, terminate your free trial, close your app account and prevent your use of the app or your projects without giving any reason or warning.
11 General terms
11.1 We may analyse your use of the app for our own business purposes.
11.2 We may use your name and trademarks in our marketing materials to identify you as a user of the app.
11.3 We may freely assign the benefit of your agreement with us.
11.4 If these terms require you not to do something, you must not attempt to do it or allow, assist or encourage any other person to do it.
11.5 These written terms, and any which have to be treated as being included by virtue of the Consumer Rights Act 2015 and/or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, form the whole agreement you have with us. You confirm and promise that you have not relied on anything else when deciding to enter into that agreement, and that you will not claim otherwise.
11.6 Our permitting you to use the app will not prevent us from exercising any right or remedy we may have in respect of your breach of these terms even if we are aware of the breach at the time, and you agree not to claim that it does.
11.7 Only you and we (and our successors in title) may enforce these terms, and we do not need any third party’s consent before changing them or terminating the agreement you have with us.
11.8 We may change these terms at any time in order to comply with any law, regulation or court order, and both you and we will be legally bound by those changes when we have told you about them.
11.9 We may change these terms at any time, without giving any reason, and both you and we will be legally bound by those changes when we have told you about them.
11.10 Every aspect of your agreement with us (including its formation and effect) is governed by English law and the English courts are to have exclusive jurisdiction over any dispute (contractual or otherwise) relating to, or arising out of, the agreement, the app, or your use of it. As an exception, you or we may apply to any court which would otherwise have jurisdiction for an injunction (or an equivalent or similar order) to restrain the other one from infringing its rights or breaching the agreement.