Terms of Service
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED ONLINE AS PART OF THE ONLINE ORDER FORM PROCESS (THE “ORDER FORM”) OR SIGNING A CUSTOMER AGREEMENT (“CUSTOMER AGREEMENT”) THAT REFERS TO THESE TERMS OF USE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF (I) IMPOSSIBLE SOFTWARE'S JETSTREAM VIDEO TEMPLATING TOOLS ON A HOSTED BASIS (THE "SERVICE"), AND/OR (II) THE DYNAMIC MOVIE OUTPUT OF IMPOSSIBLE SOFTWARE’S JETSTREAM REAL-TIME VIDEO RENDERING ENGINE (THE “OUTPUT”), AS THE CASE MAY BE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND NOT SIGN THE ORDER CONFIRMATION, AND YOU MAY NOT USE THE SERVICE OR REQUEST THE OUTPUT.
Welcome
Subject to the terms of this Agreement, (i) if you have registered for the Service, Impossible Software will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage; and (ii) if you have registered for the Output, Impossible Software will provide you or your designee with the Output under the terms set forth below. Your registration for, and/or use of, the Service and/or the Output, as the case may be, shall be deemed to be your agreement to abide by this Agreement including any materials available on the Impossible Software Site incorporated by reference herein, including but not limited to Impossible Software's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. This Agreement governs all products and services offered through the Impossible Software Site.
1. Privacy & Security; Disclosure
Impossible Software's privacy and security policies may be viewed online here. Impossible Software reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Impossible Software reserves the right to disclose who its customers are, including disclosure on the Site and in its marketing materials.
2. Service License Grant
In the event you have subscribed for the Service (or any successor service), the terms set forth in this Section 2, and all references in this Terms of Use to the “Service”, shall apply. Impossible Software hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Service during the Term, subject to the terms and conditions of this Agreement (including without limitation Section 24). All rights not expressly granted to you are reserved by Impossible Software and its licensors. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Impossible Software Technology in any way; (ii) modify or make derivative works based upon the Service or Impossible Software Technology; (iii) embed the Service as an "iframe" or "frame" from within another application; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Service, or (c) copy any ideas, features, functions or graphics of the Service. The rights to use the Service granted herein apply solely to Permitted Users, and no other parties. You shall not use the Service or request the Output to: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein, or Impossible Software’s sites, servers or networks; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on Impossible Software’s infrastructure. Impossible Software shall be entitled to adjust the scope of the Service and the underlying technical infrastructure to reflect the continuing development of the Service and technical advances. Open source software licenses for components of the Service released under an open source license constitute separate agreements. To the limited extent that the open source software licenses expressly supersede this Agreement, the open source licenses govern your use of the components of the Service released under an open source license.
3. Output
In the event you have subscribed for the Output (or any successor service), the terms set forth in this Section 3, and all references in this Terms of Use to the “Output”, shall apply. Impossible Software acknowledges and agrees that all video content resulting from the Output shall constitute “works made for hire” for you within the meaning of the Copyright Act of 1976, as amended, and as between you and the Company, shall be your property. The Company hereby assigns to you all right, title and interest and copyright in such video content. In connection with the provision of the Output hereunder, Impossible Software hereby grants you a non-exclusive, non-transferable, limited, worldwide right to access the Impossible Software APIs and WebAPIs, subject to the terms and conditions of this Agreement.
4. Your Account
You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Impossible Software immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) not impersonate another Impossible Software user or provide false identity information to gain access to or use the Service or receive the Output. The proper assignment of your Username and password for the Service and/or Output, as the case may be, and adherence to all terms of this Agreement and the Order Form or Customer Agreement, as the case may be, are your sole responsibility. You are responsible for maintaining the confidentiality of your Username, password and account. Your Username and password may not be shared with any person other than a Permitted User.
5. Customer Content
Impossible Software does not own any text, pictures, sound, graphics, video, data files, audio files, images, and other data supplied by you (the “Customer Content”) that you submit to Impossible Software in order to use the Service or request the Output. If you have subscribed for the Service, you hereby grant Impossible Software a worldwide, royalty-free, non-exclusive right during the Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Content for the sole purposes of (i) processing your Customer Content in connection with providing the Service to you or your designee, and (ii) storing or hosting the Customer Content in a remote database or on the Site for access by your Permitted Users. If you have registered for the Output, you hereby grant Impossible Software a worldwide, royalty-free, non-exclusive right during the Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Content for the sole purposes of creating and providing the Output to you or your designee. You, not Impossible Software, shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Content, and Impossible Software shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Content. You acknowledge and agree that Impossible Software has limited practical ability to control or monitor possible infringement of your Intellectual Property Rights by other parties and that Impossible Software assumes no responsibility for controlling or monitoring such Intellectual Property Rights and shall have no liability for any alleged infringement. Impossible Software is not responsible for enforcing your Intellectual Property Rights, including filing suit or taking other legal action against infringers. Impossible Software reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Customer Content from the Service or Output. You agree to immediately take down any Customer Content that violates this Agreement, including pursuant to a take down request from Impossible Software. In addition, Impossible Software reserves the right to directly take down, remove or block any Customer Content, or terminate the Service or provision of Output. Use of the Service and provision of the Output is subject to existing laws and legal processes. Nothing contained in this Agreement will limit Impossible Software’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or Output. Without limiting the foregoing, by submitting Customer Content to Impossible Software in connection with the Service or the Output, you represent and warrant (i) to be over the age of 17, an emancipated minor or to be providing Customer Content pursuant to your parent's or legal guardian's express consent; (ii) to own, or have the necessary licenses, right, consents and permissions to the Customer Content and the legal authority to grant the licenses to Impossible Software under all Intellectual Property Rights as described herein; (iii) to have the written consent, release and/or permission of each and every identifiable individual person in the Customer Content to use the name or likeness of each and every such identifiable individual person in the manner contemplated by the Site and this Agreement; (iv) to have the full right and power to enter into and perform this Agreement; (v) that the Customer Content does not contain "samples" of any third party's video or sound recording or musical composition and will not infringe on any third party's Intellectual Property Rights; (vi) the Customer Content does not and will not violate any law, statute, ordinance or regulation; (vii) the Customer Content is not and will not be trade libelous, pornographic or obscene; (viii) that you will not use the Service or Output to defame, abuse, harass, threaten or otherwise violate the legal right of others; (ix) the Customer Content does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; and (x) all factual assertions made to Impossible Software are true and complete.
6. Intellectual Property Rights of Impossible Software
Impossible Software alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Impossible Software Technology and the Service and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service or Output. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the Impossible Software Technology or the Intellectual Property Rights owned by Impossible Software. The Impossible Software name, the Impossible Software logo, and the product and service names associated with the Service and Output are trademarks of Impossible Software or third parties, and no right or license is granted to use them hereunder. The Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Site belongs to Impossible Software and/or its licensors under applicable copyright law. You hereby grant Impossible Software during the Term the non-exclusive, royalty-free right and license to use your trademarks, service marks, logos and similar branding in its customer lists, on the Site and in other marketing materials for the purpose of advertising or publicizing your use of the Service or subscription for the Output.
7. Third Party Interactions
Impossible Software provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. The Service depends on the continuing availability of web service providers (e.g. Amazon Web Services, internet service providers (ISPs), etc.). If any such provider is unavailable for any period of time, then the Service and Output will be similarly unavailable. In addition, if any such provider ceases to make its web services available on reasonable terms for the Services, Impossible Software may cease providing the Service and you shall have no payment obligations with respect to the Service following such cessation.
8. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments shall be made on a monthly basis, and amounts owed are payable via automated credit card payment. All invoices for the Service shall be based on utilization, as determined by the Company's measurements. All invoices for the Output shall be based on bits of video generated, as determined by the Company's measurements. All payment obligations are non-cancelable and all amounts paid are non-refundable. You must provide Impossible Software with a valid credit card as a condition to signing up for the Service and/or Output unless otherwise set forth in a Customer Agreement. You hereby represent that you are authorized to provide any credit card you use to sign up for the Service and/or Output. You acknowledge and agree that any credit card and related billing and payment information that you provide to Impossible Software may be shared by Impossible Software with third party providers, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Impossible Software and servicing your account. Impossible Software may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Impossible Software shall not be liable for any use or disclosure of such information by such third parties. Impossible Software reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 45 days prior notice to you, which notice may be provided by e-mail. All pricing terms are the confidential information of Impossible Software, and you agree not to disclose them to any third party.
9. Billing and Renewal
Impossible Software will automatically renew your subscription as described below and bill your credit card unless otherwise provided in a Customer Agreement. The renewal charge will be equal to the Service fee in effect during the prior monthly term, unless Impossible Software has given you at least 45 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Impossible Software's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) or other taxes based solely on Impossible Software's income. You agree to provide Impossible Software with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Impossible Software reserves the right to terminate your access to the Service and/or Output in addition to any other legal remedies. All invoices and payments to Impossible Software will be in US $. If you believe your invoice is incorrect, you must contact Impossible Software in writing within 45 days of the date of the invoice setting forth details regarding the inaccuracy to be eligible to receive an adjustment or credit.
10. Non-Payment and Suspension
In addition to any other rights granted to Impossible Software herein, Impossible Software reserves the right to suspend or terminate this Agreement and your access to the Service and/or Output, as the case may be, if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum rate permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Service and/or Output, as the case may be, during any period of suspension. If you or Impossible Software initiates termination of this Agreement, you will be obligated to pay the balance due on your account for the applicable Initial Term or Renewal Term, as the case may be, computed in accordance with the Charges and Payment of Fees section above. You agree that Impossible Software may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Impossible Software reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service and/or Output.
11. Term
This Agreement commences on the Start Date, and the ”Initial Term” will be the one-month period commencing on the Start Date. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive one-month renewal terms (each, a “Renewal Term”) at Impossible Software's then current fees, unless either party gives Sufficient Written Notice. “Sufficient Written Notice” will be ten (10) days prior to the expiration of the Initial Term or applicable Renewal Term, unless otherwise agreed in a Customer Agreement; provided that if you have purchased commercial use rights, Impossible Software may not terminate this Agreement without cause under this Section 11 during the first twelve months from the Start Date. In the event this Agreement expires or is terminated for any reason, you agree to extract your Customer Content from the Impossible Software platform prior to the effective date of such expiration or termination. You agree and acknowledge that Impossible Software has no obligation to retain the Customer Content, and may delete such Customer Content following any expiration or termination. The following sections shall survive any expiration or termination of this Agreement: 1, 5, 6, 10 – 12, 19 – 23 and 25 -- 27.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Impossible Software Technology, Service or Output will be deemed a material breach by you of this Agreement. Further, any breach of this Agreement by any of your Permitted Users (including your independent contractors and customers) will be deemed a material breach by you of this Agreement. Without limiting its ability to pursue other remedies, Impossible Software, in its sole discretion, may immediately terminate your password, account or use of the Service and/or its provision of the Output to you or your designees if you or any such other party breach or otherwise fail to comply with this Agreement.
13. Representations and Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Impossible Software represents and warrants that it will provide the Service and Output in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and/or Output and that your billing information is correct.
14. Indemnification
You shall indemnify and hold Impossible Software, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) infringement by the Customer Content of the Intellectual Property Rights of a third party; (ii) the violation by you or your Permitted Users of your representations and warranties; (iii) the breach or alleged breach by you or your Permitted Users of this Agreement; or (iv) any use or alleged use of your account or your password by any person, whether or not authorized by you.
15. Disclaimer of Warranties
IMPOSSIBLE SOFTWARE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY OUTPUT. IMPOSSIBLE SOFTWARE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE OR OUTPUT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED CONTENT WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY VIDEOS, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE, THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE, OR THE OUTPUT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IMPOSSIBLE SOFTWARE MAKES NO REPRESENTATION, WARRANTY OR GUARANTY, AND HEREBY DISCLAIMS ALL LIABILITY, RELATED IN ANY WAY TO ANY THIRD PARTY OR OPEN SOURCE PRODUCTS, SERVICES OR INTELLECTUAL PROPERTY INCLUDED OR EMBEDDED IN OR USED AS PART OF THE SERVICE OR OUTPUT, OR ANY CUSTOMER CONTENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL OUTPUT IS PROVIDED TO YOU OR YOUR DESIGNEES STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY IMPOSSIBLE SOFTWARE AND ITS LICENSORS.
16. Internet Delays
IMPOSSIBLE SOFTWARE'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. IMPOSSIBLE SOFTWARE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
IN NO EVENT SHALL IMPOSSIBLE SOFTWARE’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL IMPOSSIBLE SOFTWARE AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE SERVICE, THE OUTPUT OR THE IMPOSSIBLE SOFTWARE TECHNOLOGY, EVEN IF IMPOSSIBLE SOFTWARE OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
19. Policies Regarding Copyrights and Trademarks
You agree to set up a process to respond to notices of alleged infringement that complies with the United States' Digital Millennium ("DMCA Notices"). It is Impossible Software's policy to respond to DMCA Notices or other applicable copyright laws and to terminate the accounts of repeat infringers. Impossible Software reserves the right to take down, remove or block Customer Content for any reason.
20. Local Laws and Export Control
The Service provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service and/or Output, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Impossible Software and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service and/or Output from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Impossible Software Technology contrary to United States or other applicable law is prohibited. None of the Output, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government and other applicable governmental bodies for such purposes.
21. Notice
Impossible Software may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Impossible Software's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Impossible Software's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Impossible Software (such notice shall be deemed given when received by Impossible Software) at any time by any of the following: letter to Impossible Software delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Impossible Software, in either case, addressed to the attention of: President.
22. Modification to Terms
Impossible Software reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service and/or Output at any time, effective upon posting of an updated version of this Agreement on the Site. You are responsible for regularly reviewing this Agreement. Continued use of the Service and/or request for Output after any such changes shall constitute your consent to such changes.
23. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Impossible Software but may be assigned without your consent by Impossible Software to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Impossible Software directly or indirectly owning or controlling 50% or more of you shall entitle Impossible Software to terminate this Agreement for cause immediately upon written notice.
24. Scope of Rights
If you have purchased commercial use rights for the Service and/or Output, you have all commercial utilization rights set forth on the Site relating thereto, as described here. If you have registered for non-commercial use rights for the Service and/or Output, you have the limited non-commercial utilization rights as set forth on the Site relating thereto, as described here. The scope of rights associated with commercial use or non-commercial use, as the case may be, is referred to as the "Scope of Rights". Impossible Software agrees to provide you or your designee with the Service and/or Output, as the case may be, consistent with your applicable Scope of Rights. In the event that you have subscribed for non-commercial use of the Service and/or Output under this Agreement free of charge, all provisions of this Agreement pertaining to warranties by Impossible Software, payment obligations and similar shall not apply. In the event you have subscribed for non-commercial use of the Service and/or Output and you exceed the applicable Scope of Rights, Impossible Software may immediately suspend or terminate its provision of the Service and/or Output, as the case may be, without notice.
25. General
This Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form or Customer Agreement, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Impossible Software as a result of this Agreement or use of the Service or Output. The failure of Impossible Software to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Impossible Software in writing. This Agreement, together with any applicable Order Form or Customer Agreement, comprises the entire agreement between you and Impossible Software and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event that any of your Permitted Users are contractors to or customers of your organization, you agree that such contractors or customers shall be required by written agreement to comply with all applicable restrictions set forth in this Agreement, and you shall be fully liable for and indemnify Impossible Software with respect to any failure of any such contractor or customer to so comply.
26. Arbitration
Except for the right of any party to apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute under this Agreement involving its interpretation or the obligations of any party hereto shall be determined by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, in Boston, Massachusetts, before a single arbitrator. The arbitrator shall have the authority to permit discovery, to the extent deemed appropriate by the arbitrator, upon request of a party. The arbitrator shall have no power or authority to add to or detract from the agreements of the parties, and the costs of the arbitration shall be borne by the losing party. The arbitrator shall have the authority to grant any temporary, preliminary or injunctive relief in a form substantially similar to that which would otherwise be granted by a court of law. The arbitrator shall have no authority to award punitive or consequential damages. The resulting arbitration award may be enforced, or injunctive relief may be sought, in any court of competent jurisdiction. The parties expressly stipulate that the Superior Court of the County of Middlesex, Massachusetts, or the United States District Court for the District of Massachusetts are courts of competent jurisdiction for this purpose.
27. Definitions
As used in this Agreement now or hereafter associated herewith: "Start Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date listed as the start date on the Order Form, or if a Customer Agreement has been executed, the date set forth in the Customer Agreement; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "Term(s)" means the period(s) during which you are licensed to use the Service or request the Output, as the case may be, pursuant to this Agreement; "Order Form(s)" means the form evidencing the initial subscription for the Service and/or the Output and any subsequent Order Forms submitted online through the Site or in written form, specifying, among other things, the services contracted for, whether your right to Output (if any) is for commercial use or non-commercial use, the applicable fees, the payment method, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Impossible Software" means Impossible Software, Inc., a Delaware corporation, having its principal place of business at PMB 223, 405 Waltham Street, Lexington, MA 02421 USA; "Impossible Software Technology" means all of Impossible Software's proprietary technology (including software, hardware, Application Programming Interfaces (APIs), SDL specification, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Impossible Software in providing the Service; "Service(s)" means the specific edition of Impossible Software's Jetstream Video Templating Tools, developed, operated, and maintained by Impossible Software, accessible via www.impossiblesoftware.com or another designated web site or IP address, and any ancillary online or offline products and services provided to you by Impossible Software, to which you are being granted access under this Agreement, including without limitation the Impossible Software Technology; "Permitted User(s)" means your employees, representatives, consultants, contractors, agents and customers who are authorized to use the Service and have been supplied a Username and password by you (or by Impossible Software at your request). The “Site” shall mean, collectively and as applicable, all sites Impossible Software uses either on the web (e.g. www.impossiblesoftware.com), for the Service (e.g. console.impossible.io, api-"region".impossible.io), for the Output (e.g. render.impossible.io), or through its other domains (including jet.is used as a link shortener).
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to questions@impossiblesoftware.com.