Cinsay grants You a limited, non-exclusive, non-transferable license to install and use the Licensed Application on any central processing unit (“CPU”) that You own or control or any CPUs owned, leased or otherwise used by You that are electronically linked to a server. The Licensed Application is subject to the limitations and parameters of Your particular plan as set forth on the plan description page. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this EULA), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of Cinsay and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of this EULA will govern any upgrades provided by Cinsay that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a separate end-user license agreement in which case the terms of that agreement will govern.

You have the right to make one copy of the Licensed Application solely for archival or backup purposes. You will retain in such copy, and will affix to the media upon which it is copied, any proprietary markings or legends placed upon or contained within the Licensed Application or any related documentation.

You agree that Cinsay may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Application. Cinsay may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.

The license granted hereunder is effective until this EULA is terminated as set forth in this Section 4. Any termination of this EULA is subject to the obligations, rights, and other terms in this EULA that are stated to continue after such termination. You may terminate this EULA at any time, provided that no termination by You shall be effective in any event before the end of thirty (30) days after this EULA has been accepted. To terminate this EULA, You must notify Cinsay by calling the telephone number (855) 292-2750 between the times of 9AM CST and 5PM CST Monday through Friday, except on U.S. federal holidays, and following the instructions for cancellation then given. Any termination shall not terminate the obligation to pay any License Fees (as defined in Section 6 of this EULA) that apply to any period prior to the effective date of such termination, all of which License Fees shall remain due to the extent unpaid by You to Cinsay under this EULA. Your rights under this EULA will terminate automatically without notice from Cinsay if You fail to comply with any term(s) of this EULA. In addition, Cinsay may terminate this EULA at any time for any or no reason by disconnecting Your access to and use of the Licensed Application and/or by notifying You of such termination, all as decided by Cinsay in its sole discretion. Furthermore, Cinsay may terminate the license granted hereunder to the extent Your use of the Licensed Application exceeds certain bandwidth, streaming, hosting or other limitations set forth in the applicable service order or plan or other agreement with Cinsay. Upon termination of this EULA, You agree to cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application directly or indirectly in Your possession or under Your control.

You understand that the Licensed Application is intended for use with an audio-visual work, such as a video or a series of photographs or other images (“Audio-Visual Work”). In the event that You have not delivered, or do not promptly deliver upon Cinsay’s request, an Audio-Visual Work to Cinsay, You agree that Cinsay may set up Your use of the Licensed Application with an Audio-Visual Work provided and selected by Cinsay in its sole discretion (the “Generic Audio-Visual Work”), through which Your products and services are offered and/or sold, and to establish lead generation for customers and visitors thereto and use such information under this EULA, including, without limitation, in connection with the calculation of any fees hereunder, if applicable. You give Cinsay the right to associate such Generic Audio-Visual Work with You and to display Your name(s) and mark(s) in or in connection with the Generic Audio-Visual Work. All rights, title, and interest in and to the Generic Audio-Visual Work are, and shall continue to be, solely owned by Cinsay, and no rights, title, interest, or license is granted to You in or to any Generic Audio-Visual Work.

You may request that Cinsay make the Audio-Visual Work used with Your use of the Licensed Application accessible to the general public through Cinsay’s website. If Cinsay agrees to do so, Cinsay will host such Audio-Visual Work provided by You to Cinsay on Cinsay’s server and provide access to such Audio-Visual Work to the general public via the internet on a subpage of Cinsay’s website, all as decided by Cinsay in its sole discretion. Cinsay does not make, and expressly disclaims, any warranty, representation, covenant, agreement, or undertaking regarding any uptime, update, maintenance, or accessibility of such subpage, Cinsay’s website, or such Audio-Visual Work, including, without limitation, any service levels or service level agreement, or the domain name or domain registration or maintenance thereof. In the event that Cinsay agrees to so host and make accessible such Audio-Visual Work, You may also request that Cinsay register a domain name that, when visited through the internet, links automatically to such subpage containing such Audio-Visual Work. While You may suggest such domain name, such domain name shall be subject to Cinsay’s discretionary prior written approval and its availability for registration. Cinsay shall solely own the registration and any renewal of the registration of such domain name. Upon the expiration or termination of this EULA, Cinsay may immediately discontinue hosting and providing any access to such Audio-Visual Work and may cancel, discontinue, or abandon the registration of such domain name, provided, however, that, upon Your request received at any time during the duration of this EULA and before its expiration or termination, Cinsay agrees to sell and transfer the registration of such domain name (unless such domain name, in Cinsay’s assessment, includes any name, mark, or proprietary information or material of Cinsay or any third party) to You in consideration for payment of a transfer fee as then published or determined by Cinsay.

The Licensed Application may enable access to Cinsay’s and third party services and web sites (collectively and individually, “Third Party Services”). Use of the Third Party Services may require Internet access and that You accept additional terms of service.

You understand that by using any of the Third Party Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Third Party Services at Your sole risk and that Cinsay shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.

Certain Third Party Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Third Party Services, You acknowledge and agree that Cinsay is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Cinsay does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third party Third Party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You.

You acknowledge and understand that Third Party Services may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and agree that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Third Party Services. No portion of the Third Party Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third Party Services, in any manner, and You shall not exploit the Third Party Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Third Party Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Cinsay is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Third Party Services.

Cinsay, and its licensors, reserve the right to change, suspend, remove, or disable access to any Third Party Services at any time without notice. In no event will Cinsay be liable for the removal of or disabling of access to any such Third Party Services. Cinsay may also impose limits on the use of or access to any Third Party Services, in any case and without notice or liability.

In consideration for the license for access and use of the Licensed Application, You shall pay Cinsay the fees, prices, royalties, charges, costs, and/or expenses as provided for (i) in the applicable plan You purchased as set forth on the plan description page, (ii) in the service order for such license or (iii) otherwise set forth in an applicable invoice or other agreement (collectively, the "License Fees"). If so set forth on the plan description page, the License Fees may be due in recurring intervals, in which case the License Fees shall become due at the beginning of such recurring intervals as set on the plan description page. Without limiting its rights or remedies under this EULA, Cinsay may immediately suspend or terminate the License in the event of Cinsay's failure to make timely payment under this Section 6. You agree that You may incur additional charges to the extent Your use of the Licensed Application exceeds certain bandwidth, streaming or hosting limitations or other limitations set forth in the applicable service order or plan or other agreement with Cinsay, or as determined by Cinsay in its sole discretion.

Each License Fee is due in advance of the license period for which such License Fee is paid. All payments of License Fees are final. Cinsay does not grant any refund, reimbursement, or compensation of any License Fee paid and does not waive any License Fee due and unpaid.

Cinsay may offer payment of the License Fees through credit card or debit card either through Cinsay’s website and verbally via telephone to a representative of Cinsay. Your provision of the credit card information to Cinsay shall be deemed to be express authorization to Cinsay to do, and Your agreement that Cinsay may do, all of the following:
(i) charge the License Fee due at the time You provide such credit card information to Cinsay;
(ii) charge the same credit card recurringly for any future License Fee due under this EULA in recurring amounts or at recurring intervals as set forth on the plan description page, throughout the duration of this EULA, on or after the date on which such recurring future License Fee is due; and
(iii) charge the same credit card for any other payment that is due from You to Cinsay under this EULA.
You agree that Cinsay will not be obligated to provide You any notice of any charge of such credit card for any License Fee or any recurring License Fee.

If Cinsay agrees that You may pay License Fees upon invoice, all License Fees shall be due from You to Cinsay at such time or times stated in the service order or applicable invoice, and if no time or times are set forth in the service order or applicable invoice, the License Fees shall be due, and Company shall pay such License Fees to Cinsay, within thirty (30) days of Cinsay's invoice of such License Fees.

You shall pay all License Fees in immediately available indefeasible unconditional funds in U.S. dollar currency without any set-off or deduction. Any amount of any License Fee that is unpaid when it is due shall accrue interest from the date it is due until Cinsay’s receipt of the payment of such amount at the rate of the lower of (i) one and one-half percent (1.5%) per full or partial calendar month or (ii) the highest enforceable rate of interest under applicable law. All such interest shall be paid simultaneously with the payment of the unpaid amount on which such interest accrued.

All License Fees payable to Cinsay hereunder do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties, payment of which shall be Your sole responsibility (excluding any applicable taxes based on Cinsay's net income or taxes arising from the employment or independent contractor relationship between Cinsay and its personnel). In the event that such taxes, tariffs or duties are assessed against Cinsay, You shall reimburse Cinsay for any such amounts paid by Cinsay or, prior to the payment of such amounts by Cinsay, provide Cinsay with valid tax exemption certificates with respect thereto.

You and Cinsay agree that the rate, value, or amount of any License Fee is based on the particular circumstances of this transaction, shall not be deemed to be a precedent for any maximum payment under any other transaction, whether between the You and Cinsay or of any third party, or in connection with any rights or remedies asserted by Cinsay, and shall not be deemed to be an indication what constitute or may constitute, or be used in the determination of, a maximum reasonable royalty regarding any property of Cinsay.

All right, title, and interest, including but not limited to copyrights, in and to the Licensed Application and any copies or updates thereof are owned by Cinsay or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Licensed Application is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. All rights not expressly granted hereunder are reserved by Cinsay.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLICATION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ANY USE OF THE LICENSED APPLICATION IS AT THE USERS RISK. APPLICATION PROVIDER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLICATION PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. APPLICATION PROVIDER IS UNDER NO OBLIGATION WHATSOEVER TO FURNISH ANY MAINTENANCE AND SUPPORT SERVICES WITH RESPECT TO THE LICENSED APPLICATION.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL APPLICATION PROVIDER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY/WRONGFUL DEATH, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF APPLICATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Cinsay’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use these products for any purposes prohibited by United States law.

Cinsay can be reached with the following contact information for any questions regarding this EULA: Cinsay, Inc. One Galleria Tower, Suite 400, 13355 Noel Road, Dallas, TX 75240, Attention: Customer Service.

You agree to allow Cinsay to disclose the general nature of the relationship described herein for purposes of promotion and client reference. The parties under this EULA agree that such disclosures may include use of screenshots, screen-casts, audio and video, and similar materials.

You acknowledge that Cinsay may at its discretion upload the Licensed Application licensed to You hereunder, including such applicable text, audio, video, photographic or other types of content on an online video aggregation website operated by Cinsay (“Marketplace”) and You hereby acknowledge and agree to such Marketplace guidelines set forth on Cinsay’s website or as otherwise provided or displayed. If You do not agree to such Marketplace guidelines, do not install or use the Licensed Application.

Cinsay may modify, amend, change, and alter this EULA or any provision herein at any time and You agree that Your continued license to and access to and use of, the Licensed Application or any part thereof, constitutes acceptance to such modification, amendment, change or alteration of this EULA. This EULA and Your license and rights hereunder or related to the Licensed Application shall automatically terminate, without need for any notice, if You do not agree to such modification, amendment, change, or alteration.

You shall indemnify and hold Cinsay and its affiliates harmless from any and all liability, loss, costs, claims and causes of action, including reasonable attorneys’ fees and disbursements related to or resulting from Your use of the Licensed Application, from any domain name selected or used by You (including, without limitation, any domain name registered by Cinsay for use with Your Audio-Visual Work), and/or from any use by any user who gained access to the Licensed Application by or through You. You may not conclude a settlement in any such indemnified matter without Licensor’s prior written consent.

THE LAWS OF THE STATE OF TEXAS, EXCLUDING ITS CONFLICTS OF LAW RULES, GOVERN THIS EULA AND YOUR USE OF THE LICENSED APPLICATION. YOU CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN DALLAS COUNTY, TEXAS, AND WAIVE ANY OBJECTION TO SUCH JURISDICTION OR VENUE REGARDING ANY DISPUTE ARISING FROM OR RELATING TO THIS EULA.

All obligations of the parties under this EULA, which, by their nature, would continue beyond the termination of this EULA, including without limitation, those relating to Limitation of Liability and Indemnification, shall survive such termination. Cinsay’s failure at any time to insist upon strict compliance with any of the provisions of this EULA shall not be construed to be a waiver of such terms in the future. If any provision of this EULA is determined to be invalid, illegal or unenforceable, the remaining provisions of this EULA shall remain in full force and effect and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties.