OUTPOST/TRIO TERMS AND CONDITIONS
Last Modified: April 27, 2026
These Terms and Conditions (these “Terms”) are a binding contract between you, the Subscriber or Authorized User (“you,” or “your”), and Studio Network Solutions, LLC (“SNS,” “we,” “our,” or “us”). These Terms govern your access to and use of our file sharing platform, Outpost, and our s3 object storage service, Trio (each individually or collectively, the “Service”), whether accessed via a web-based interface, desktop or mobile application, application programming interface (“API”), or any other means made available by SNS.
BY SUBSCRIBING TO THE SERVICE, CLICKING THE “I AGREE TO THE TERMS AND CONDITIONS” BUTTON, CLICKING A LINK TO ACCESS OR USE THE SERVICE, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND, IF ENTERING INTO THESE TERMS ON BEHALF OF AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
CONTENTS
1. Definitions
2. Access and Use
3. Your Responsibilities
4. Data, Intellectual Property, and Confidentiality
5. User Content
6. Third-Party Products
7. Disclaimer
8. Limitations of Liability
9. Indemnification
10. Effective Term
11. Subscription Terms
12. Service Suspension
13. Service Termination
14. Export Regulation
15. Governing Law and Jurisdiction
16. Miscellaneous
1. Definitions.
Capitalized terms used in these Terms shall have the meanings set forth below or as otherwise defined herein:
(a) “Authorized User” means you or any person, including your employees, consultants, contractors, agents, and Link Recipients, or any service, including any automated or programmatic means of access, including application programming interfaces (APIs), third-party integrations, or other non-human methods of access, to whom or to which you provide access to use the Service pursuant to the rights granted in these Terms.
(b) “Link Recipients” means, an Authorized User who has been given limited access to the Service through a sharing link.
(c) “SNS IP” means the Service, guides, instructions, materials, and all intellectual property provided to you or an Authorized User in connection with the foregoing. For the avoidance of doubt, SNS IP includes Aggregated Statistics and any information, data, or other content derived from SNS’s monitoring of your or any Authorized User’s access to or use of the Service but does not include User Data.
(d) “Subscriber” means an Authorized User who signs up for an account to access the Service. When signing up for an account, a Subscriber may choose between an account with no paid features (the “Free Tier”) or an account with additional features and capabilities for which the Subscriber will pay a fee (the “Paid Tiers”). Each is considered a “Subscription.”
(e) “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Service.
(f) “User Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is created, submitted, posted, or otherwise transmitted by or on behalf of you or an Authorized User through the Service, including User Content.
(g) “Usage Limits” means the specified bandwidth, storage, and other resource allocations, including API rate limits, call volume or throughput restrictions, applicable to each Subscription tier as described on the Service’s pricing page or in the applicable order documentation.
2. Access and Use.
(a) Provision of Access. Subject to, and conditioned on your compliance with, these Terms and, as applicable, SNS hereby grants you a revocable, non-exclusive, non-transferable, non- sublicensable, limited right to access and use the Service solely for your personal or internal business purposes associated with your access, and to use SNS IP provided to you in connection with your access to the Service, in accordance with these Terms.
(b) Reservation of Rights. SNS reserves all rights not expressly granted in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third-party, any intellectual property rights or other right, title, or interest in or to the SNS IP.
(c) Service Levels and Support. SNS shall make its Basic support tier, as described on SNS’s services and products support plans webpage (www.studionetworksolutions.com/qcomplete/), available to the Subscriber and its designees at no additional charge. Except as expressly set forth in this Section 2(c), these Terms do not entitle you to any other support for the Service. Subscriber may elect to separately purchase a higher support tier.
(d) API Access. To the extent SNS makes any API available as part of the Service, SNS hereby grants you, subject to and conditioned on your compliance with these Terms, a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use such API solely for the purpose of integrating with and accessing the functionality of the Service in accordance with these Terms. API access is a component of the Service and is governed by these Terms, any Additional Terms, and any API-specific documentation, usage policies, or guidelines published by SNS from time to time (collectively, “API Terms”). In the event of any conflict between these Terms and any API Terms, the API Terms shall control with respect to your use of the API. SNS reserves the right to modify, deprecate, or discontinue any API, or any version thereof, upon reasonable notice to you, except for where modification, deprecation, or discontinuance is necessary to address a security vulnerability, comply with applicable law, preventing harm to the Service or users, or as otherwise permitted by these Terms. SNS shall have no liability arising from any such modification, deprecation, or discontinuance. Your use of any API is subject to all applicable Usage Limits and Subscription Limitations herein.
(e) Modification of the Service. We reserve the right to modify, deprecate, withdraw, or discontinue all or any part of the Service, including any API made available pursuant to Section 2(d), or any version thereof, and any SNS IP, at our sole discretion and with or without notice to you. You acknowledge and agree that SNS shall not be liable to you or to any third party for any loss, damage, cost, expense, or other liability of any kind resulting from any such modification, deprecation, withdrawal, discontinuance, or unavailability of all or any part of the Service or any SNS IP, for any reason, including any impact on your integrations, workflows, or use of the Service.
3. Your Responsibilities.
(a) Minimum Age. You acknowledge that we do not allow persons under the age of eighteen (18) to use the Service and by accessing and using the Service or allowing other Authorized Users to do so, you represent and warrant that you and any Authorized User are eighteen (18) years of age or older.
(b) Registration. To access the Service, you may be asked to provide information about yourself. By providing such information, you represent and warrant that all information you provide is correct, current, and complete, and that you have the authority to provide such information to us.
(c) Account Credentials. Where you access the Service using a username, password, access link, API key, access token, or other access credential (“Credentials”) you are responsible for keeping such Credentials confidential and secure. You will not sell or transfer them to any other person or entity. Without limiting the foregoing, you shall: (i) not embed API keys, access tokens, or other Credentials in publicly accessible code, repositories, or client-side applications; (ii) promptly rotate or revoke any Credentials that you know or reasonably suspect have been compromised; and (iii) be responsible for all activity conducted through your Credentials, including all actions taken by any application, integration, or automated process authenticated using your API keys or access tokens.
(d) Additional Terms and Subscriber Terms. You represent and warrant that you comply with all terms and conditions of these Terms, all applicable laws, rules, and regulations, all guidelines, standards, and requirements that may be posted by us from time to time, and any other agreement between you and us (collectively, “Additional Terms”). Such Additional Terms are hereby incorporated into these Terms.
(e) Restrictions on Use. You shall not, and shall not permit any Authorized User to, do any of the following with respect to the SNS IP or the Service, as determined by SNS in its sole discretion:
(i) Use the SNS IP for any purposes beyond the scope of the access granted to you in these Terms.
(ii) Copy, modify, create derivative works of, rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of SNS IP, in whole or in part.
(iii) Remove any proprietary notices from the SNS IP.
(iv) Use the Service for any purpose that is unrelated to the Service’s intended functions or that is not authorized under these Terms, including making User Data available to third parties who are not Authorized Users under these Terms.
(v) Alter, impair, disrupt, interfere with, inappropriately burden (including throttling or excessive resource consumption), or pose a security risk to the Service, its content, its operation, or others’ use of the Service.
(vi) Exceed or attempt to exceed any applicable Usage Limits associated with the Service or your access tier, whether by manual or automated means.
(vii) Use bots, scripts, crawlers, automated processes, or other non-human means to access, interact with, or consume resources of the Service, unless such access is made through an API made available by SNS in accordance with Section 2(d) and any applicable API Terms, or is otherwise expressly authorized by SNS in writing.
(viii) Circumvent or attempt to circumvent any suspension or termination of your or another person’s access to the Service or circumvent other access or use restrictions in place to prevent certain uses of the Service.
(ix) Attempt to gain unauthorized access to our network or Service.
(x) Use the Service in any way that is unlawful, fraudulent, defamatory, discriminatory, harassing, threatening, offensive, obscene, objectionable, harmful, or prohibited or that promotes, uploads, or transmits content or communications that do the same, such as transmitting or creating spam, viruses, unsolicited, illegal, or harassing content or communications.
(xi) Infringe, misappropriate, or otherwise violate any of our or another person’s intellectual property rights or violate any applicable law, regulation, or rule.
(xii) Use the Service to attempt to develop your own or a similar service without our express written permission.
(xiii) Misrepresent your identity, affiliation, or suggest a relationship with us without permission.
(xiv) Damage our reputation or business.
(xv) Harvest or misuse email addresses or other data.
(xvi) Cause annoyance, alarm, or distress to others.
(xvii) Violate any of these Terms, applicable law, regulation, or the terms of any other agreement between you and us.
(f) Responsibility for Authorized Users. You are solely responsible and liable for all uses of the SNS IP resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall use reasonable efforts to make all Authorized Users aware of these Terms as applicable to such Authorized User’s use of the Service and shall cause the Authorized Users to comply and agree to them prior to using or accessing the Service.
(g) Reporting Security Incidents and Violations. You agree to report to SNS, without undue delay, any incident that adversely impacts, or could reasonably be expected to adversely impact, the integrity or security of the Service, or that constitutes a violation of these Terms, including: (i) any actual or attempted unauthorized access to or use of the Service; (ii) any unauthorized use or disclosure of your Credentials; or (iii) any use of the Service in violation of these Terms by you or an Authorized User.
4. Data, Intellectual Property, and Confidentiality.
(a) Privacy Policy. Please review our Privacy Policy, which applies to your use of the Service (but is not part of these Terms) to understand our privacy practices.
(b) User Data. You warrant that you or any Authorized User owns all right, title, and interest in and to User Data, that both the User Data and your use of the Service are in compliance with these Terms and all applicable laws, regulations, and rules, and that User Data does not infringe, misappropriate, or otherwise violate any third party’s intellectual property, privacy, publicity, or other rights.
(c) User Data License. You hereby grant, and shall cause any Authorized User to grant, to SNS a limited, non-exclusive license to use, disclose, reproduce, and otherwise process User Data solely as necessary for SNS to (i) provide and operate the Service for you and your Authorized Users, (ii) carry on its own internal business operations, including generation of internal reports in connection with the operation, maintenance, and improvement of the Service; and (iii) meet any of its legal obligations. You are solely responsible for the development, content, operation, maintenance, and use of User Data.
(d) Aggregated Statistics. Notwithstanding anything to the contrary herein, SNS may monitor your or an Authorized Users’ use of the Service and collect and compile data and information related to your or an Authorized User’s use of the Service to be used by SNS, including to support the Service or compile statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”).
(e) Feedback. If you or any of your Authorized Users sends or transmits any communications or materials to us suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third-party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
(f) Intellectual Property Ownership. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Service, SNS IP, and Aggregated Statistics, and (b) you own all right, title, and interest, including all intellectual property rights, in and to User Data.
(g) Confidential Information. In connection with your use of the Service, SNS may disclose to you certain secret or confidential information concerning trade secrets, know-how, software programs, source code, executable code, object code, algorithms, business, products, technical data, documentation, specifications, activities, processes, technology, drawings, flow charts, diagrams, customers, suppliers, contracts, finances, personnel, research, plans, business strategies and plans, policies, inventions, and any other confidential information or intellectual property, including, without limitation, any invention, writing, idea, discovery, or improvement made or conceived by SNS (collectively, “Confidential Information”), regardless of the form or manner in which such Confidential Information is disclosed, delivered, obtained, or discovered pursuant to these Terms. You may use or disclose Confidential Information solely: (i) as expressly permitted by SNS in writing; (ii) as necessary to fulfill your obligations under these Terms and any Additional Terms; (iii) to the extent necessary to exercise the rights granted to you under Section 2(a) in accordance with the limitations of these Terms; (iv) to Authorized Users who have a need to know such Confidential Information in connection with their authorized use of the Service, provided that such Authorized Users have agreed to these Terms and the confidentiality obligations and restrictions contained in these Terms; (v) as required by applicable law; or (vi) to the extent such Confidential Information has become publicly available through no fault of yours. You shall be responsible for any breach of this Section 4(g) by any Authorized User to whom you disclose Confidential Information. You shall not, directly or indirectly, at any time during or following the term of these Terms, use or disclose Confidential Information except as set forth in the foregoing sentence. You shall return all Confidential Information to SNS immediately upon the request of SNS.
(h) Data Security and Backup. The Service may include features that permit you to backup and store data on the Service. While SNS employs commercially reasonable measures to ensure any User Data stored on the Service is safe, secure, and reasonably accessible, no such measures are 100% secure or capable of guaranteeing integrity or accessibility of such data. Therefore, we do not represent, warrant, or guarantee the security, integrity or continued accessibility of any User Data you upload to the Service, and you are solely responsible for retaining, storing, and managing multiple copies of your own User Data in multiple isolated locations.
(i) User Data Limitation of Liability. In the event of any suspension, termination, cancellation, downgrade, or restriction of your Subscription or access to the Service, whether due to inactivity, non-payment, or otherwise; or any loss, corruption, damage, or destruction of User Data arising from causes beyond SNS’s reasonable control, including but not limited to unauthorized access, hacking, malware, viruses, cyberattacks, natural disasters, power failures, or other force majeure events: (i) SNS shall have no obligation to retain, maintain, recover, or provide you with any User Data associated with your account; (ii) SNS may, in its sole discretion and without further notice, delete, remove, or otherwise dispose of any affected User Data at any time following such event; and (iii) SNS shall not be liable for any loss, deletion, corruption, damage, or destruction of User Data resulting from any such event or any action taken by SNS pursuant to these Terms.
5. User Content.
(a) Responsibility for Your User Content. As used in this Section 5, “User Content” refers to User Data to the extent such User Data constitutes content created, uploaded, posted, shared, or otherwise transmitted by you or your Authorized Users through the Service, including content made available through shared links, review features, or other collaboration tools. You, not SNS, bear full responsibility for your User Content, including its legality, reliability, accuracy, and appropriateness.
(b) SNS No Liability for Any User Content. You acknowledge and agree that SNS is a provider of an interactive computer service and is not the publisher or speaker of any User Content. SNS is not responsible or liable to you, any Authorized User, or any third party for the content, accuracy, legality, or appropriateness of any User Content, or for any loss or damage resulting from User Content transmitted through the Service. Your sole remedy with respect to any objectionable User Content is to cease accessing the Service.
(c) Monitoring and Enforcement. SNS does not, and is under no obligation to, pre-screen, monitor, review, edit, or control User Content transmitted through the Service. SNS shall not be deemed to have knowledge of any User Content unless and until SNS receives actual written notice identifying specific content that allegedly violates these Terms. Notwithstanding the foregoing, SNS reserves the right, in its sole discretion and without prior notice, to: (i) monitor the Service and review User Content for the purpose of operating and improving the Service, ensuring compliance with these Terms, or for any other purpose permitted by law; (ii) remove or refuse to transmit any User Content for any or no reason; (iii) take any action with respect to any User Content that SNS deems necessary or appropriate, including if SNS believes such User Content violates these Terms, infringes any intellectual property or other right of any person, threatens the safety of users or the public, or could create liability for SNS; (iv) disclose your identity or other information about you to any third party who claims that User Content you transmitted violates their rights; and (v) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Service. SNS will cooperate fully with any law enforcement authorities or court order requesting or directing SNS to disclose the identity or other information of anyone transmitting User Content through the Service. SNS may report to law enforcement any actions that may be illegal and may disclose information as necessary or appropriate to operate the Service, protect SNS and its users, or comply with applicable law. SNS’s exercise or non-exercise of any right under this section shall not create any obligation to monitor or review User Content, nor shall it give rise to any liability on the part of SNS. YOU WAIVE AND HOLD HARMLESS SNS AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SNS DURING, OR AS A CONSEQUENCE OF, INVESTIGATIONS BY SNS OR LAW ENFORCEMENT AUTHORITIES.
(d) Link Recipients and Shared Content. You acknowledge that Link Recipients are Authorized Users with limited access to the Service through sharing links or other sharing features. Link Recipients may access, view, and transmit User Content, including comments, through their link-based access to the Service. Without limiting your obligations under Section 3(e), you assume all risk associated with granting link-based access to Link Recipients and making User Content available through shared links or other sharing features.
6. Third-Party Products.
The Service may permit access to Third-Party Products. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Service by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third- Party Products. To the extent you authorize any third-party application, integration, or service to access the Service through an API made available by SNS pursuant to Section 2(d) (each, a “Third-Party Integration”), you acknowledge and agree that: (a) you are solely responsible for authorizing such access and for the configuration, operation, and security of any Third-Party Integration; (b) any access to or use of the Service by a Third-Party Integration using your Credentials shall be deemed your access and use for all purposes under these Terms, and you shall be responsible for all acts and omissions of any Third-Party Integration as if they were your own; (c) you shall ensure that any Third-Party Integration complies with these Terms, any applicable API Terms, and all applicable laws; and (d) SNS is not responsible or liable for the conduct, availability, reliability, security practices, or data handling of any Third-Party Integration, or for any loss, damage, or claim arising from or related to your use of, or reliance on, any Third-Party Integration.
7. Disclaimer.
(a) TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND SNS SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SNS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
(b) SNS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD-PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR PROTECT AGAINST ALL POSSIBLE THREATS, INCLUDING THREATS OF DATA BREACH, HACKING, DATA LOSS, OR OTHER PRIVACY-RELATED CLAIMS.
8. Limitations of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
(a) IN NO EVENT SHALL SNS OR OUR DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, DISTRIBUTORS, OR RESELLERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, BUSINESS OR PROFITS, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES), ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SNS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS; AND
(b) IN NO EVENT SHALL SNS’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED ONE HUNDRED (100) U.S. DOLLARS, OR THE TOTAL PAYMENTS ACTUALLY MADE TO SNS FOR THE SERVICE DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY SUCH CLAIM OR CAUSE OF ACTION.
You and any Authorized User agree that the foregoing limitations of liability constitute a material inducement for SNS to enter into these Terms and that any fees charged to you or any Authorized User would be substantially higher without such limitations.
9. Indemnification.
To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless SNS and our directors, officers, employees, agents, suppliers, distributors, and resellers from any and all third-party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from or related to your use of the Service, any violation of these Terms by you, or the infringement of any intellectual property or other right of any person or entity through your use of the Service. If you become aware of any such claims relating to intellectual property rights, you shall promptly, and no later than thirty (30) calendar days from the date it became aware of such claim, notify SNS of such claims. SNS will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
10. Effective Term.
These Terms take effect on the day you agreed to these Terms and shall continue for so long as you access and use the Service. If you are a Subscriber, these Terms shall continue to apply to you for the duration of the Subscription Period as defined under Section 11.
11. Subscription Terms.
(a) Subscription Period. Your access to the Service will be effective for the following subscription periods (the “Subscription Period”):
(i) Free Tier Period. For Free Tier Subscribers, if available, the Subscription Period shall be from the date you subscribe to the Service until the date that you delete your account in accordance with the account deletion procedures provided on the Service or until SNS cancels your Subscription.
(ii) Paid Tiers Period. For Paid Tier Subscribers, the Subscription Period shall commence on the date you subscribe to the Service and shall continue through the end of the applicable billing cycle (monthly, annually, etc.) (each, a “Billing Cycle”). If your Subscription is set to auto-renew, the Subscription Period shall automatically extend for successive Billing Cycles until the end of the Billing Cycle in which you cancel auto-renewal.
(b) Subscription Limitations. SNS may establish limitations on your usage of the Service, including Usage Limits and minimum activity or usage thresholds for your Subscriptions, which may be published on the Service’s pricing page, in any applicable API Terms, or otherwise communicated to you by SNS, and may be updated from time to time in SNS’s sole discretion (collectively, “Subscription Limitations”). If you or any Authorized User fails to comply with any applicable Subscription Limitation, SNS may, in its sole discretion and with or without prior notice, take any one or more of the following actions:
(i) in the case of excess usage only, charge you for such excess usage at the then-current overage rates published on the Service’s pricing page or as otherwise communicated to you, which shall be billed to your payment method on file and subject to the same payment terms as your Subscription fees;
(ii) throttle or reduce the performance of the Service;
(iii) restrict your access to certain features or capabilities of the Service;
(iv) require you to change your Subscription tier to a higher or lower tier in accordance with your utilization;
(v) reclaim or reallocate storage, bandwidth, or other resources associated with your account;
(vi) suspend your access to the Service; or
(vii) terminate your Subscription and access to the Service.
(c) Enforcement of Subscription Limitations. Any action taken by SNS pursuant to Section 11(b)(i) through (vii), including any automated or manual throttling, restriction, reduction in performance, or rejection of requests, shall not constitute a Service Suspension under Section 12 or a termination under Section 13, and SNS shall have no liability arising from any such action. Without limiting the foregoing, with respect to API access, SNS may enforce API rate limits, call volume restrictions, and throughput limitations through automated means, including but not limited to returning standard HTTP response codes and headers indicating rate limit status, remaining request allowances, and retry intervals.
(d) Change in Subscription Tier or Cancellation. Any upgrade, downgrade, or cancellation of a Paid Tier Subscription shall take effect on the day after the final day of the then-current Billing Cycle (the “Adjustment Date”). Upon cancellation, your Subscription will automatically convert to the Free Tier, if available, on the Adjustment Date; if the Free Tier is unavailable, your Subscription will terminate on the Adjustment Date. As of the Adjustment Date, the Usage Limits applicable to your account shall be adjusted to correspond to your new Subscription tier (or, in the case of cancellation, reduced to zero). If your usage exceeds the applicable Usage Limits as of the Adjustment Date, SNS may, without further notice, delete or remove any data in excess of such Usage Limits from your account. You are solely responsible for ensuring that your usage is within the applicable Usage Limits prior to the Adjustment Date.
(e) Impact on User Data. Section 4(i) shall apply with respect to any User Data associated with your account impacted by any downgrade or cancellation of, or action taken by SNS pursuant to this Section 11 in respect to your Subscription.
(f) Paid Tier Fees. When you subscribe to one of the Paid Tiers, you will:
(i) Provide SNS with an acceptable payment method (credit card) for your Subscription as determined by SNS in its sole discretion.
(ii) Pay the then-current fees for your Subscription, and you authorize SNS (or the applicable third-party, if you sign up through a third-party) to charge your payment method at the start of each Billing Cycle. If you elect to have your account auto-renew, you agreed to continue to permit SNS to regularly charge your payment method at the start of each Billing Cycle. You may cancel auto-renewal of your Paid Tier Subscription using the procedures provided in the Service.
(iii) SNS may grant, in its own discretion, certain amounts of complimentary Paid Tier access to existing SNS customers or incorporate Paid Tier access as part of their payment for other SNS products and services.
(g) Taxes. All fees and other amounts payable by you under this Section are exclusive of taxes and similar assessments. The Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on SNS’s income.
(h) No Refund. Unless otherwise stated by SNS, if you elect not to renew your Paid Tier Subscription or you or SNS terminates your Subscription before the end of your Subscription Period, you will not be entitled to any refund, credit, or pro-rata reimbursement of any portion of the Subscription fee paid to SNS. All fees paid are non-refundable except as required by applicable law.
12. Service Suspension.
(a) Suspension Events. Notwithstanding anything to the contrary herein, SNS may suspend your or any Authorized User’s access to the Service (“Service Suspension”) if SNS reasonably determines that: (i) your or an Authorized User’s use of the SNS IP may violate these Terms or pose a security, financial, operational, or legal risk to SNS, the Service, the SNS IP, other users, or our vendors; (ii) SNS’s provision of the Service to you or an Authorized User is prohibited by applicable law; or (iii) SNS’s access to or use of any third-party services or products required to enable you or an Authorized User to access the Service has been suspended by a third-party. The provisions of Section 4(i) shall apply with respect to any User Data associated with your account during and following any Service Suspension.
(b) Restoration or Termination. SNS shall use reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. However, if SNS determines, in its sole discretion, that the event resulting in Service Suspension cannot be cured or that such cure will not occur in a reasonable time, SNS may decide to terminate Service.
13. Service Termination.
(a) Termination by SNS. SNS reserves the right, in our sole discretion and at any time, without prior notice to suspend or terminate your or any Authorized User’s access to the Service, in whole or in part, for any reason, including violation of these Terms, such as violation of account limitations, non-payment of fees, or violation of any applicable API Terms. Without limiting the foregoing, SNS may revoke or suspend individual API keys, access tokens, or other Credentials associated with your account without terminating your Subscription, including in cases of suspected abuse, security incidents, or violation of applicable Usage Limits, API Terms, or Subscription Limitations. SNS shall not be obligated to maintain your account or permit any further access to the Service. If we terminate a Subscription, then all access to the Service associated with that Subscription shall also be terminated, including, without limitation, access by all Authorized Users, all API keys, access tokens, third-party integrations, and any other Credentials or means of access associated with that Subscription. If SNS decides to terminate access to the Service for you, then these Terms shall also terminate.
(b) Termination by Non-Subscribers. If you are an Authorized User who is not a Subscriber, you may terminate these Terms by ceasing to use or access the Service and, if applicable, deleting your account on the Service. Subscribers may only terminate these terms by cancelling their Subscription, in which case these Terms shall terminate at the end of their Subscription Period.
(c) Effects of Termination of Access. If these Terms are terminated, you must immediately cease using or accessing the Service, return all SNS IP and Confidential Information, and cause all Authorized Users to do the same. The provisions of Section 4(i) shall apply with respect to any User Data associated with your account following termination. No expiration or termination of these Terms will affect your obligation to pay all fees that may have become due before such expiration or termination or entitle you to any refund.
(d) Survival. This Section 13, Sections 2(b) and (e), 3(d)-(f), 4, 5, 7, 8, 9, 10, 11, 14, 15, 16 and any right, obligation, or required performance by you in these Terms or any Additional Terms which, by its express terms or nature and context, is intended to survive termination or expiration or performance of these Terms, will survive any such termination or expiration.
(e) Suspension or Termination No Liability. SNS will have no liability for any damage, liabilities, losses (including any loss of profits or User Data), or any other consequences that you or another Authorized User may incur as a result of any suspension or termination of your access to the Service.
14. Export Regulation.
The Service utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Service or the software or technology included in the Service to, or make the Service or the software or technology included in the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service or the software or technology included in the Service available outside the US.
15. Governing Law and Jurisdiction.
These Terms are governed by and construed in accordance with the laws of Missouri, excluding its conflict of laws principles. The exclusive venue for any legal proceedings involving these Terms or the Service shall be the state or federal court located in Saint Louis County, Missouri, U.S.A. and you consent to the exclusive jurisdiction of such courts. Notwithstanding the foregoing, you expressly agree that SNS shall be allowed to seek injunctive remedies (or any equivalent form of relief) in any jurisdiction. If any part of these Terms is found void and unenforceable, it will not affect the validity of the balance of these Terms, which shall remain valid and enforceable.
16. Miscellaneous.
(a) Entire Agreement. These Terms, together with any Additional Terms, constitute the entire agreement between you and SNS regarding the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and warranties, whether written or oral.
(b) Modification. You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms and any Additional Terms, and that modified terms become effective on posting on www.studionetworksolutions.com/terms/. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Service after the effective date of the modifications will be deemed acceptance of the modified terms.
(c) Notices. Notices to SNS must be sent to our corporate headquarters address as listed at www.studionetworksolutions.com/contact/ and delivered either in person, by certified or registered mail (return receipt requested, postage prepaid), or by recognized overnight courier. Notices are deemed received upon actual receipt by SNS. You agree to receive any notice, including notice of breach of these Terms, in person, or at the email address, physical address, or through any other contact information we associate with you or your account.
(d) Electronic Communications. You agree to use electronic records and signatures throughout the course of our relationship as part of your use of the Service, and that all agreements, notices, disclosures, and other communications that we provide to you electronically (including by email) satisfy any legal requirement that such communications be in writing. You understand that your electronic signature will be binding to the same extent as if you signed on paper with an ink signature.
(e) Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect.
(f) Waiver. Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision of these Terms.
(g) Assignment. You may not assign or transfer these Terms or your rights or obligations hereunder, in whole or in part, without our prior written consent. Any attempted assignment without such consent will be null and void. SNS may assign these Terms or delegate any of our obligations at its discretion.
HB: 4909-2946-3161.7