Optimus Crunch Mediaworks LLC Terms of Service
Please review these terms and conditions carefully.
IN PARTICULAR, PLEASE REVIEW THE ARBITRATION AGREEMENT IN SECTION 18 CAREFULLY, AS IT REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION 18.
The following terms of service (“Terms” or “Terms of Service”) govern your access to and use of the Optimus website (“Optimus” or “Website” or “Site”) and our related content, features, platforms and other services. The Website is operated by Crunch Mediaworks LLC (“Crunch”, “we", "us", and "our"). Any term defined in the singular also refers to the plural and vice versa. Crunch Mediaworks LLC offers this Website, including all information, tools and services available from this Site to you, the user, conditioned upon your acceptance of all Terms, conditions, policies and notices stated here. These Terms of Service constitute a legal agreement between Crunch Mediaworks LLC and you, the user (referred to herein as "you", "your", or "user").
By accessing, creating an account, or using any part of the Site, you and the company you work for agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions listed in the Terms of Service, then you may not access the Website or use any of the Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.
Optimus is a cloud-based video optimization and upscaling service. It offers a new class of AI-based video tools that provide significant reduction in video file size and bit rate without any perceptible change in video quality.
Subject to the terms hereof, we grant you access to perform the following services (“Services”):
- Connect to your preferred cloud storage location
- Upload images and videos directly from the connected site
- Optimize, upscale and batch process your images and videos
- Download processed images and videos
- Customize processing options and workflow to meet your specific needs
You may create an account to use certain features we offer (e.g., optimization, Upscaling, etc.). To do so, you must provide an email address. By creating an account, you agree to receive notices from Crunch at this email address. You must keep your email address valid and current so that we are able to contact you. If you are a corporate, governmental, and other organizational users, you must publicly display the legal name of that entity on the account you create.
You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials and may not share your account credentials with anyone. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.
Use of the Site and Services is limited to parties that are of legal age in the jurisdiction in which they reside to lawfully enter into and form contracts under applicable law. To register, you must provide your name, the legal name under which your business is registered, address, phone number, e-mail address, and valid credit card information. You agree to provide accurate, current, and complete information about yourself and to maintain and promptly update such information to keep it accurate, current, and complete. You represent and warrant that you have all requisite right, power and authority to enter into and accept the Terms of Service and perform your obligations hereunder, personally and, if applicable, on behalf of any business on whose behalf you have created an account and to bind such business to these Terms.
4. MODIFICATION OF THESE TERMS
You agree to abide by the procedures and guidelines contained in these Terms of Service. We reserve the right, at our discretion, to change these Terms on a going- forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept such modified terms in order to continue to use the Website or the Services. Material modifications are effective upon your acceptance of such modified Terms. Immaterial modifications are effective upon publication. If you object to any such changes, your sole recourse is to stop using our Site and Services. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with these Terms in effect at the time the dispute arose.
5. PAYMENT FOR SERVICE
To access certain features or services, you may be required to pay us a fee. Except as otherwise specified herein fees are quoted and payable in United States dollars. We reserve the right to change are prices. If we change our prices, we will provide notice of the change on the Site or via email to you, at our option, at least thirty (30) days before the change is to take effect. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.
To facilitate payment, you may be required to provide a valid credit card number and related payment instrument details. You represent and warrant to us that such information is true and that you are authorized to use the payment instrument. You must promptly update such information to account for any changes such as a change in your billing address or credit card expiration date. You hereby authorize Crunch to bill your payment instrument in accordance with the terms of the plan you have selected and agree to pay any charges so incurred. We use Stripe to process and collect our fees. Please refer to their terms for additional information at https://stripe.com/us/privacy.
- Crunch may charge a flat monthly service fee ("Fee"). The Fee is non- refundable. You may cancel at any time by contacting us at support@Crunchmediaworks.com. Should you choose to cancel your Order with Crunch after paying the Fee, your Service will be terminated but you will not receive a refund for the Fee paid. You will continue to have access to the Service through the end of your monthly term.
- The Service will automatically renew on a monthly basis until you contact us at firstname.lastname@example.org and notify us that you wish to terminate the Service. You must advise us no later than seventy-two (72) hours prior to the start of the next billing period that you wish to terminate the Service. If you fail to provide us with 72 hours’ notice, you will be billed for the preceding month. Price changes for recurring plans will take effect at the start of the next renewal period following the date of the price change.
- All amounts payable hereunder are exclusive of any sales, use, or other taxes or duties, however designated (collectively, “Taxes”). You are responsible for payment of all Taxes, except for those taxes based on Crunch’s income. You may not withhold any taxes from any amounts due to us.
- If you dispute any charges, you must let Crunch know within thirty (30) days after the date that Crunch charges you. Once this period has expired, the charge will be deemed to have been accepted in full.
6. MODIFICATIONS TO THE SERVICE
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. This may include adding new features, updating existing features, or removing features or functionality form the Services, temporarily or permanently. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service. If you object to any such changes, your sole recourse is to stop using the Service and cancel your subscription. Any new features or tools that are added to the current Website shall also be subject to these Terms of Service. Continued use of the Services after the date any such changes take effect constitutes your agreement to such changes.
7. CRUNCH RESERVATION OF RIGHTS
Crunch retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services, including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time.
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service or any content on the Website through which the Service is provided, without express written permission by us.
8. PASSWORD SECURITY
You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.
9. THIRD-PARTY LINKS AND THIRD-PARTY PLATFORMS
To use our Services, you may be directed to a third-party websites that is not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products and/or services should be directed to the third party. Crunch is also not liable to you or to any third party for any modification, price change, suspension, or discontinuance of service by a Third-Party Platform.
10. USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS
If you send submissions, creative ideas, suggestions, proposals, plans, advertising materials, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Submissions"), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you forward to us. We are and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay compensation for any Submissions; or (3) to respond to any Submissions.
11. ERRORS, INACCURACIES, AND OMISSIONS
Occasionally there may be information on our Site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to Service descriptions, pricing, promotions, offers, timelines in providing the Service, and availability of a Service from us or from a third-party provider or from Third Party Platform. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel Orders if any information in the Service or on any related website is inaccurate at any time without prior notice, including after you have submitted your Order.
We undertake no obligation to update, amend or clarify information in the Service, on the Website or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service, the Website, or on any related website, should be taken to indicate that all information in the Service, Website, or on any related website has been modified or updated.
12. ILLEGAL ACTIVITY
- Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws,statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate another Crunch user or use another Crunch user’s password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Crunch will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
- Investigation. Crunch has the right, but not the obligation, to monitor any activity and Content associated with this Site and investigate, as we deem appropriate. Crunch also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including Content. Crunch reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
- Disclosure of Information. Crunch also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Crunch's systems and customers, or to ensure the integrity and operation of Crunch's business and systems, Crunch may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted Content.
13. ACCEPTABLE USE
You agree not to misuse the Website or the Services. For example, you must not do or attempt to do the following:
- breach or otherwise circumvent any security or authentication measures, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that such activity is expressly permitted by applicable law;
- access, tamper with, or use non-public areas or parts of the Website, or shared areas of the Website you haven't been invited to;
- interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Website;
- send unsolicited communications, promotions or advertisements, or spam;
- send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
- promote or advertise products or services other than your own without appropriate authorization;
- abuse the Website and/or Services to manipulate third-party hosting services linked to the Website;
- use automated or other means to create accounts in bulk or to access the Service other than by using our official interface;
- interfere with the operation of the Website and/or Services or any user’s enjoyment of the Website and/or Services, including without limitation by (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, (ii) making unsolicited offers or advertisements to other users of the Services, (iii) attempting to collect, personal information about users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Services, or violating the regulations, policies, or procedures of such networks, equipment, or servers;
- perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing the Crunch accounts of others without permission, or falsifying your age or date of birth;
- publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred;
- violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third-party intellectual property rights; or
- violate the law or use the Services for any illegal purpose in any way including storing, publishing or sharing material that's fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others.
15. NO WARRANTIES
We strive to provide great services, but there are certain things that we can't guarantee. To the fullest extent permitted by law, Crunch makes no warranties, either express or implied, about the website and/or the services. The Website and Services are provided "As is" and on an "As available" basis, without warranty or condition of any kind, either express or implied. Crunch specifically (but without limitation) disclaims all warranties of any kind, whether express or implied, relating to the Website and/or Services and all content available through the Website and/or Service, including but not limited to (I) any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (ii) any warranties arising out of course of dealing, usage, or trade. Crunch does not warrant that the Website and/or Service or any part of the Website and/or Service, or any content offered through the Website and/or Service, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and do not warrant that any of the foregoing will be corrected. You assume all risk for all damages that may result from your use of or access to the Website, Service, your dealings with other users, and any content available through the Service. You understand and agree that you use the Service, and you use, access, download, process, or otherwise obtain content through the Service, and any associated sites or services at your own discretion and risk, and as between you and Crunch, you will be solely responsible for any damage to your property (including your computer system used in connection with the Service) or loss of data or any other loss that results from the use of the Website and/or Service or the download or use of such materials or content. Some jurisdictions may prohibit a disclaimer of warranties and you may have other rights that vary from jurisdiction to jurisdiction.
16. INDEMNITY/LIMITATION OF LIABILITY
In no event will Crunch be liable to you for any indirect, incidental, special, consequential or punitive damages (including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses) arising out of or relating to your access to or use of, or your inability to access or use, the Website, the Service, or any content on the Website, whether based on warranty, contract, tort (including negligence), statute or any other legal theory, whether or not Crunch has been informed of the possibility of such damage. In no event will Crunch’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). Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Accordingly, the above limitation may not apply to you.
Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this Section 16 will apply even if any limited remedy fails of its essential purpose.
17. GENERAL RELEASE
Because Crunch is not involved in transactions between you and Third-Party platforms, you release Crunch (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
18. APPLICABLE LAW
Disputes arising herein will be resolved by binding arbitration, and by accepting these Terms, you and Crunch Mediaworks LLC are each waiving the right to a trial by jury or to participate in a class action. You agree to give up your right to go to court to assert or defend your rights under these Terms (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and not a judge or jury and your claims cannot be brought as a class action. Below are the details regarding your agreement to arbitrate any disputes with Crunch Before filing a claim against us, you agree to try to resolve the dispute informally by contacting legal@Crunchmediaworks.com We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within fifteen (15) days of submission, you or Crunch may bring a formal proceeding. You agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under this Section 18.
- Arbitration Procedures. Any arbitration between you and Crunch will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org , by calling the AAA at 1-800-778-7879, or by contacting us. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). Our address for Notice is: Crunch Mediaworks LLC 969-G Edgewater Blvd., Suite 787, Foster City, CA, 94404. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within thirty (30) days after the Notice is received, you or Crunch may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor,Crunch will pay you: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by us in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.00, whichever is greater.
- Arbitration Fees and Incentives. If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in San Mateo County, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non- appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Crunch for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
- Exceptions to Agreement to Arbitrate.
- we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit either of our right to: (i) bring an individual action in small claims court; (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.
- No Class Actions. You and Crunch agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Crunch agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
- If Crunch makes any future change to this arbitration provision (other than a change to our address for Notice), you may reject any such change by sending us written notice within thirty (30) days of the change, in which case your accountwith Crunch will immediately be terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
- Enforceability. If Section 18.a is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 19 will govern any action arising out of or related to these Terms.
19. CONTROLLING LAW
These Terms are governed by the laws of the State of California, USA without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Crunch agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Mateo County, California for the purpose of litigating all such disputes. We operate the Service from our offices in California, and we make no representation that the Service is appropriate or available for use in other locations.
20. YOUR GRANT
By entering into these Terms of Service and Using the Services, you grant us a royalty- free, non-exclusive, worldwide, right and license to host, copy, process, transmit, display, use, reproduce, perform, distribute, adapt, modify, re-format, create derivative works of information, data, and Content provided or submitted by you to or through the Services solely for the purpose of Crunch providing the Services to you, including running Campaigns on your behalf, in accordance with these Terms. Subject to this limited license, as between you and Crunch, you retain all right, title, and interest, including all related intellectual property rights, in and to your Content. We will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in these Terms of Service will prevent or impair our right to use without your consent the Content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the Content you submit to Crunch, and that the use of such materials by Crunch and its affiliates will not infringe upon or violate the rights of any third party.
Crunch, in its sole discretion, may terminate your access to the Site or the Services if we determine (or reasonably believe) that you (i) have breached these Terms; (ii) pose a threat to us or our other users; or (iii) are violating the intellectual property rights of Crunch or any third party. Unauthorized or other misuse of the Services may result in criminal and/or civil prosecution under federal, state, and local law or applicable regulations.
22. GENERAL PROVISIONS
- No Agency; Third-Party Beneficiary: Subject to the paragraph immediately below, you and we are independent contractors and nothing in these Terms of Service will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from these Terms of Service is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms of Service and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Crunch and you.
- Severability: If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.
- No Waiver: We will not be considered to have waived any of our rights or remedies described in these Terms unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Crunch's failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of Crunch’s right to subsequently enforce such provision or any other provisions of these Terms of Service.
23. CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at:
Crunch Mediaworks LLC
Attn: Legal Department
969-G Edgewater Blvd.
Foster City, CA 94404