Terms of Service
Effective: May 24, 2018
Welcome to Tandem!
This page explains Tandem’s terms of use. When you use our services, you’re agreeing to all abide by these rules. Since some of them need to be expressed in legal language, we’re providing short summaries in color to offer clear and simple explanations of what each section means. These summaries are for your ease-of-use only and are not part of the legal terms.
Introduction.
By accessing, registering for or otherwise using this website and services (collectively, the “Services”) offered by Tandem Stills + Motion, Inc. (together with its subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors — collectively, “Tandem,” “we,” “us,” or “our” ), you agree to be bound by these terms and conditions (the “Terms”), even if you are using our Services on behalf of a company or organization. Your use of our Services is also subject to our Cookies Policy and our Privacy Policy, which cover how we collect, use, share, and store your personal information. If you do not agree to these Terms, do not register for, access or otherwise use any of our Services.
These Terms apply to TandemStock.com, TandemVault.com, all sub-domains and any other Tandem-related site (collectively, the “Site”). Registered users of our Services are “Members,” “Customers” or “Account Owner” and unregistered users are “Visitors.” These Terms apply to Members, Customers, Account Owners and Visitors (collectively, “User” or “Users”).
These Terms of Service only relate to Tandem. The Services we provide include hosting services, such as for TandemVault.com, and those organizations which engage our Services may have additional terms of service that you will be required to review and agree to before gaining access to their portal. Those terms will appear on the sign-in page and are between you and that organization. Those terms will only be in addition to Tandem’s Terms of Service and not instead of.
We may change our Terms, our Privacy Policy and our Cookies Policy from time to time. We’ll let you know about any material changes, either by notifying you on the Site or by sending you an email to give you the opportunity to review the changes before they become effective. We agree that changes will never apply retroactively — we’ll tell you the exact date they go into effect. If you object to any changes, you may close your account. If you keep using Tandem after we publish or send a notice about our changes to these Terms, that means you accept the new Terms.
1. Account Creation + Obligations.
To use any of our services or to register for an account, you must be at least 18 years old and agree to our rules and policies. If you create an account on the Site, you are responsible for your account and all the activity on it. We have different kinds of ways in which you may interact with our services.
There are four (4) ways you may be able to access our Services:
Visitor - an unregistered user.
Member - a user who has registered for an account on the Site.
Customer - a Member who has additional capabilities to purchase licenses to assets on the Site.
Owner - the Member who has created the Subdomain.
Visitors are unregistered users. To use our Services as a Visitor, you agree that:
You are at least 18 years old;
You agree to our Cookies Policy and Privacy Policy;
You will comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements; and
You will use the Services in a professional manner.
Members are account holders. To use our Services as a Member, you agree that:
You are at least 18 years old;
You agree to our Cookies Policy and Privacy Policy;
You are providing certain valid and true contact and personal information and will keep it updated.
You will keep your password secure and confidential;
You will comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
You accept full responsibility for all transactions and other activity placed or conducted through your account and agree to and hereby release Tandem from any and all liability concerning such transactions or activity;
You will notify Tandem immediately of any actual or suspected loss, theft or unauthorized use of your account or password. You should report it to help@tandemstock.com;
As between you and the Site, your account belongs to the party paying for the Services. This party has the right to control access to and get reports on your use of such paid Services; and
You will use the Services in a professional manner.
Customers are Members with additional capabilities to purchase rights to assets or other material displayed on the Site as available for licensing (“Offered Content”). To use our Services as a Customer, you agree that:
You are at least 18 years old;
You agree to our Cookies Policy and Privacy Policy;
You are providing certain valid and true contact and personal information and will keep it updated;
You will keep your password secure and confidential;
You will comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
You accept full responsibility for all transactions and other activity placed or conducted through your account and agree to and hereby release Tandem from any and all liability concerning such transactions or activity;
You will not obtain Member contact information from the Site to complete transactions outside of the Site;
If you license rights to any Offered Content from the Site, you hereby authorize Tandem to share with a Billing Service (such as a credit card processor, which may include companies such as PayPal, Stripe or Square) such portion of your registration information (including your credit card information) as is necessary or desirable to consummate such transaction;
In the event that you participate in any transaction involving any Offered Content, such transaction will be subject to the terms and conditions contained in the applicable License Right Agreement for the category of rights licensed thereby, as posted on the Site at the time of such transaction;
You will notify Tandem immediately of any actual or suspected loss, theft or unauthorized use of your account or password. You should report it to help@tandemstock.com;
You will use the Services in a professional manner.
You can get a copy of your receipts through your account settings by logging into your account and clicking “Invoices” under your name. You can also email us to request copies at accounting@tandemstock.com.
Owners are Members who have created a Subdomain. To create a Subdomain and to use our Service as an Owner, you agree that:
You are at least 18 years old;
You agree to our Cookies Policy and Privacy Policy;
You are providing certain valid and true contact and personal information and will keep it updated;
You will keep your password secure and confidential;
You will comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
You accept full responsibility for all transactions and other activity placed or conducted through your account and agree to and hereby release Tandem from any and all liability concerning such transactions or activity.
You will notify Tandem immediately of any actual or suspected loss, theft or unauthorized use of your account or password. You should report it to help@tandemstock.com.
You agree to pay us the applicable fees and taxes specific to the paid Services you selected upon creation of your Subdomain or, for Enterprise customers, upon signature of an agreement. Failure to pay these fees will result in the termination of your paid Services. You also agree, that:
Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. Learn how to cancel or suspend your Services. You may also contact us at accounting@tandemstock.com to cancel or suspend your Service.
All of your purchases of Services are final and no refunds will be offered if Services have been rendered without interruption.
We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
You can get a copy of your invoice through your Tandem account settings under “Purchase History”. You may also email accounting@tandemstock.com.
For Enterprise customers, please refer to your Master Services Agreement (MSA) for invoicing policies or email us at help@tandemvault.com.
If you are a Member, Customer or Owner, you further agree that:
Notices + Messages. We will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date. If you would like to opt-out of marketing communications, you can email help@tandemvault.com or click “unsubscribe” on any of our marketing emails. If you opt out of marketing services, you may still receive emails related to your account, such as billing information or other information important to protecting your account.
Sharing. Our Services allow you to share content in the Site with non-members. It is your responsibility to share wisely. We are not held responsible. If, when using our content sharing services, you violate any of our Terms of Service, Code of Behavior or in any way infringe on another parties lawful rights, Tandem may choose to terminate your Services.
Tandem reserves the right to decline an Account registration for any lawful reason or business considerations.
2. Prohibited Actions.
This is a list of common sense no-no’s. Please behave yourself and don’t do things like lie about your identity, break laws, infringe on other people’s rights, etc. These rules are only the minimum level of conduct that is expected on the Site. You should use common sense and be considerate towards other Users and Tandem staff.
As a condition to being a User, you represent, warrant and agree that under no circumstances will you use the Site or Services to do any of the following:
Don’t infringe or violate Tandem’s or other Users’ rights (including intellectual property rights), violate any federal, state, local or international law or, or to otherwise engage in any unlawful purpose;
Don’t upload content or provide information you know is false, misleading, inaccurate or that you do not have the right to upload. Don’t do anything deceptive or fraudulent;
Don’t upload any content or do anything that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, abusive, harmful, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable;
Don’t upload, post or otherwise transmit any content which is likely to cause harm to the Site or anyone else's computer systems, including but not limited to that which contains any Malware;
Don’t do anything that harms minors in any way, including, but not limited to, uploading content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
Depending on your account, you may have access to personal information about other Users, including their names and email addresses. This information is provided strictly for the purpose of using the Services: don’t use it for other purposes, and don’t abuse it;
Don’t copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties without Tandem’s consent;
Don’t disclose information that you do not have the consent to disclose;
Don’t monetize in any way the Services or related data or access to the same, without Tandem’s consent;
Don’t monitor the Services’ availability, performance or functionality for any competitive purpose;
Don’t override or bypass any features or controls we’ve put in place to secure the Services;
Don’t try to interfere with the proper workings of the Services;
Don’t try to damage or get unauthorized access to the Site, Services, data, password, or other information, whether it belongs to Tandem or another party;
Don’t take any action that interferes with the operation of, or imposes an unreasonable load on, our infrastructure, or on our third-party providers;
Don’t take apart or reverse engineer any aspect of the Site that is not open source in an effort to access things like source code, underlying ideas, or algorithms;
Don’t modify the Services or their appearance or simulate the appearance or function of the Services; and/or
Don’t violate any additional terms that are provided when you sign up for or start using any of our Services.
3. Rights + Limits
You are responsible for and maintain ownership of the content you upload and store, while Tandem maintains ownership of our sites and services. You may encounter third party services while using our Services, and it is your responsibility to use them carefully as they are outside of Tandem’s control and not our responsibility. Some of those third party services include things like credit card processors, for collecting your monthly fees, or image processors, which help us generate previews of the photos you upload. Our site helps you display your content and share it with others, so make sure you have permission to upload the content you before you do so.
You are responsible for knowing whether or not you are allowed to upload any content to our Site and that you aren’t violating anyone else’s rights by doing so. That means any content at all, not just photos.
3.1 Intellectual Property Rights.
Members and Owners. As between you and Tandem, you own the content and information that you upload to and store on the Site (“Posted Content”.)
All material and content contained on the Site (other than Posted Content) and including, but not limited to graphics, images, logos, articles, videos, animations, audio and digital clips, photographs, illustrations, icons, the compilation of all content on the Site, are the property of Tandem and/or third parties and is protected by United States and international laws. All trademarks, service marks, and trade names are proprietary to Tandem and/or third parties. No material from the Site other than your Posted Content or Posted Content licensed by you through the Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. In the event you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by Tandem or third party licensors for your personal, noncommercial use only. In no event shall title of the Software be transferred to you. We (or third party licensors) retain full and complete title to the Software and all intellectual property rights therein. You may not reproduce, display, perform, modify, redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.
3.2 Posted Content.
You’re responsible for the content you upload. All information submitted to the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom that content originated.
We’re not responsible for mistakes in your content. Tandem will not be liable for any errors or omissions in any content.
You are responsible for keeping a local backup copy of all Posted Content you submit to Tandem.
You and Tandem agree that we may access, store, process and use any information and personal data that you provide in accordance with the terms of the Privacy Policy.
The Site acts as a passive conduit for the archival, display and sale of digital assets, information and other data and Tandem has no obligation to screen or monitor such assets, information or data for any purpose. However, if Tandem becomes aware of or has reason to believe that you are violating the terms and conditions contained herein or elsewhere on the Site (including without limitation the requirements set forth under the section entitled "User Obligations" above), Tandem may take any one or more of the following actions at its sole discretion:
Remove and/or delete any Posted Content that Tandem believes is in violation or non-conformity with the terms hereof or applicable law;
Suspend and/or terminate your status as a Member, Customer, Owner and/or Third Party Service Provider with the Site and/or Services; and/or
Pursue any other remedy or relief available to Tandem under equity or law.
In the event that Tandem elects to take any of the actions set forth above, you will have no right to receive any refund of fees or payments and Tandem will have no obligation to return such asset(s) or provide you with a copy of your Posted Content as provided above. You hereby consent to such removal and/or deletion and waive any claim against Tandem for such removal and/or deletion.
If you believe that content residing on the Site infringes a copyright, please see our Copyright Policy below. You may also contact us via email at legal@tandemstock.com.
3.3 Service Availability.
We try to keep our services online all the time but very occasionally we make improvements or a third party service will be disrupted and our service may be offline. In addition, you may upload something our system doesn’t like, such as a virus, and we will need to remove it in order to keep our site running smoothly. Not all countries observe the same laws, so before you share your content using our software, make sure you know your local laws.
Tandem will use reasonable efforts to ensure that the Site and Service is available 24 hours a day 7 days a week. However, from time to time, Tandem may be required to purge the Site of certain data to maintain the operation of the Site, during which time we may remove content from the Site at our sole discretion. For example, anything that may contain viruses or pose a risk to the structural integrity of our software. Additionally, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and/or emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Tandem to minimize such disruption where it is within Tandem's reasonable control. Tandem makes no claim that the Site may be lawfully viewed or that content may be downloaded outside of the United States. Access to the content may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
3.4 Third Parties, Third Party Websites and Other Content.
We work with other companies to fulfill common actions, such as accepting credit cards or generating previews of your photos or videos. We also host all of your files in the cloud owned by another company. We only use these to provide you with the service you hired us for and you are giving us permission to do so.
Tandem may allow certain third parties ("Third Party Service Providers") to provide services ("Third Party Services") to you through the Site. By using the Site, you acknowledge and agree that:
Some services are provided by a Third Party Service Provider and that it is at your own risk, and Tandem cannot control the privacy or security of any such information or Content. Furthermore,
Tandem has no control over the quality of any Third Party Services or the ability of a Third Party Service Provider to provide Third Party Services and
Tandem will not be responsible or liable for any aspect of any interaction between you and any Third Party Service Provider. An example of a Third Party Service includes cloud hosting services, such as Amazon, video processor services, such as Zencoder and payment processors, such as PayPal, Stripe and Square.
We may also use integrated Third Party Providers, such as DocuSign, Dropbox, Adobe products or others. Tandem regularly reviews its relationship with Third Party Service providers to ensure that their Terms of Service and other policies reflect those of Tandem.
Members of the Site may gain access from the Site to third party sites on the Internet through hypertext or other computer links on the Site. Third party sites are not within the supervision or control of Tandem. Unless explicitly otherwise provided, Tandem does not:
Make any representation or warranty whatsoever about any third party site that is linked to the Site, or
Endorse the products or services offered on such Site.
You agree that Tandem:
Shall not have any responsibility and liability for content on third party websites and
Does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party.
You hereby irrevocably waive any claim against Tandem with respect to such sites and third party content.
3.5 Idea Submissions.
If you send us an idea or provide feedback on how we can improve our services, you are waiving all your rights to that idea and it becomes Tandem’s property.
Many of our Members are interested in submitting ideas for products and services now or to be available on the Site/Subdomains. We appreciate such interest in improving the Site; however, please note that, if you intend to own any rights (including copyright, patent, trade secret, trademark, and contractual rights) in any idea you submit, then you must submit the idea in an email sent to info@tandemstock.com that:
Contains the subject line "Idea Submission;"
Describes ONLY the general application of the idea; and
Expressly states your intention to own rights in the idea.
If we believe that there is an opportunity for the idea to be pursued, we will contact you. By submitting any idea except in the manner specified above to Tandem, or any of their employees or agents, you automatically forfeit any and all rights in the idea, and the idea automatically becomes the property of Tandem.
3.6 Limits.
Tandem reserves the right to restrict, suspend, or terminate your account if Tandem believes that you may be in breach of these Terms or if you have violated any aspect of the Code of Behavior.
4. Disclaimer + Limit of Liability.
You are using the Site and our Services at your own risk and there are limits to the legal liability we have to you.
4.1 No Warranty.
Use of the Site is at your own risk. This Site, Services, and Content are provided on an “as is” basis, without warranty of any kind. To the fullest extent permitted by law, Tandem hereby disclaims all warranties, oral or written, whether express, implied, statutory or otherwise, relating to the Site (including all content theron) and the Services and your use thereof, including without limitation all implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title and non-infringement. Without limiting the foregoing,
Tandem does not represent or warrant that the Site or the Services will meet your requirements, be free of malware, be uninterrupted or error-free, or that any errors can or will be fixed; and
Tandem is not responsible for, and makes no warranties with respect to, any third party content (including, without limitation, that of any Contributor) contained on the Site or that may be linked to the website.
Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the aforementioned disclaimers, related to implied warranties,may not apply to you.
4.2 Limitation of Liability.
To the fullest extent allow by law, neither Tandem nor any of its directors, officers, shareholders, employees or members be liable for any claims, losses or damages whatsoever that result from use of (or inability to use) the Site or Services, including but not limited to:
Any direct, indirect, special, consequential, punitive or incidental damages;
Damages for loss of use, profits, data, images, posted content or other intangibles;
Damages for unauthorized use, non-performance of Site, errors or omissions;
Damages related to downloading information, posting information; or
Damages resulting from malware.
Some jurisdictions do not allow the foregoing limitations of liability, so the foregoing may not apply to you.
5. Indemnity.
Tandem requires you to abide by the Terms of Use. If you fail to do so, we will not be held responsible for your actions.
You agree to indemnify and hold harmless Tandem from and against any and all Claims and Losses arising from or relating to:
Your use of the Site and/or any material or Content you submit, download, post or transmit through the Site;
Your breach of these Terms and Conditions or any representation, warranty or covenant made by you herein;
Any transaction you participate in relating to any Posted Content;
Your violation of any applicable law, statute, ordinance, regulation or any Third Party Rights; or
Any claim of defamation, libel or slander relating to any Content posted by you.
This obligation survives indefinitely the termination and/or expiration of these Terms and/or your status as a Member, Owner or Customer.
6. Termination.
You can terminate your account at any time unless you are an Enterprise client, in which case you should refer to the Master Services Agreement and the specific terms and conditions about how to Terminate. Tandem also has the right to terminate your account if we think it’s necessary or if you have violated our Terms of Service.
Tandem reserves the right to reject, suspend or terminate your status as a User or prohibit your access to and use of all or any portion of the Site at any time and for any reason, in its sole discretion. In the event of such termination, Tandem's sole obligation to you will be to refund the pro rata unused portion of your subscription fee, if any, and applicable, less any accrued and unpaid fees incurred on your account. Termination of your access to and use of the Site shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Tandem, including without limitation all indemnification obligations contained herein. All terms and conditions outlined in this Terms of Service shall survive termination.
If you wish to terminate your account with us, please refer to the applicable instructions:
Member: Send written notice to info@tandemstock.com and the account owner of your wish to have your member account terminated. Your request will be processed within 30 days of receipt acknowledgement. Your data cannot be retrieved after it has been removed from our Site.
Customer: Send written notice to info@tandemstock.com. our request will be processed within 30 days of receipt acknowledgement. Your data cannot be retrieved after it has been removed from our Site.
Owner: Send written notice to info@tandemstock.com or go to your account settings and select “Cancel account” from the menu. A member of our staff will be in touch if there are any questions. Note: Automated account shut-down is not available to Enterprise account holders. If you are an Enterprise account holder, please refer to your Master Services Agreement (MSA) for instructions.
7. Governing Law + Dispute Resolution.
In the unlikely event that we end up in a legal dispute, you agree to resolve it in California courts using California law.
Any disputes arising out of or relating to these Terms and Conditions or use of the Site shall be resolved in accordance with the laws of the State of California, without regard to its conflict of law rules. You hereby consent to the exclusive jurisdiction of the Los Angeles County District of California or any California State court located in the County of Los Angeles in all disputes arising from or relating to these Terms and Conditions or your access to or use of the Site and/or Services.
8. Privacy.
We respect your privacy! To learn more about our policies, please read our Privacy Policy.
Please review our Privacy Policy which governs the use of personal information on the Site and to which you agree and consent to be bound as a user of the Site.
9. General Terms.
These Terms (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services. For Enterprise clients, these Terms shall be observed unless otherwise specifically stated in your signed agreement.
You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent. However, you agree that Tandem may assign this Contract to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Contract.
You agree that the only way to provide us legal notice is at the addresses provided below.
10. Miscellaneous.
Just because we don’t enforce our rights, doesn’t mean we waive them.
No failure of Tandem to enforce any of its rights under these Terms and Conditions will act as a waiver of such rights.
If any portion of any provision of these Terms are found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these Terms shall remain in full force and effect. Headings used in these Terms are for convenience only and have no legal or contractual significance.
11. Assignability.
Tandem may assign these Terms, but you may not.
These Terms will be binding on and will inure to the benefit of the legal representatives, successors and assigns of both parties. Tandem may assign these Terms in whole or in part at any time without your consent. You may not assign these Terms or delegate any of your obligations hereunder.
12. Entire Agreement.
These Terms are all we need to agree on with respect to our Services if you are not an Enterprise client. If you are an Enterprise client, some additional terms may be outlined between us in an additional agreement, which both Tandem and your organization have negotiated.
These Terms constitute the entire agreement between you and Tandem with respect to the subject matter hereof. Other terms and conditions may apply for Tandem Vault Enterprise Customers who have a signed Master Services Agreement.
13. Copyright Infringements.
Should you encounter a copyright infringement, we provide details on how to report it and how we will respond to the incident.
13.1 Reporting Infringements.
If you believe that content residing or accessible on the Site infringes a copyright, please send a notice of copyright infringement containing the following information to legal@tandemstock.com:
Identification of the work or material being infringed;
Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Tandem is capable of finding and verifying its existence;
Contact information about the notifying party (the “Notifying Party”), including name, address, telephone number and e-mail address;
A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law;
A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner; and
The Notifying Party's physical or electronic signature.
13.2 Responding to Complaints.
After notification of an alleged infringement is received by Tandem:
Tandem will remove or disable access to the allegedly infringing material.
Tandem will then immediately notify the member responsible for the allegedly infringing material (the “Offending Member”) that it has removed or disabled access to the material.
If the Offending Member is a repeat offender, Tandem will immediately terminate such member's account and access to the Service in addition to removing the infringing material.
13.3 Designated Agent to Receive Notification of Claimed Infringement:
Tandem Stills Motion, Inc.
Attn: Copyright Agent
8567 Higuera Street,
Culver City, California 90232
email: legal@tandemstock.com
14. How To Contact Us:
Tandem Stills Motion, Inc.
8567 Higuera Street,
Culver City, California 90232
email: info@tandemstock.com
Phone: 310-597-5200