Terms of Service

Welcome to Output!

Introduction

Thank you for using the Output platform and the products, services and features we make available to you as part of the platform (collectively, the “Service”).

Our Service

The Service allows you to discover and share videos and other content, provides a marketplace for content creators and businesses to connect, and acts as a distribution and syndication platform, and technology provider for original content creators and distribution partners large and small. We provide information about our products and how to use them in our FAQs.

Your Service Provider

The entity providing the Service is SD Technologies, Inc., a company operating under the laws of Delaware, located at 2055 Limestone Road, Wilmington Delaware 19808 (referred to as “Output”, “we”, “us”, or “our”). References to Output’s “Affiliates” in these terms means the other companies within the SD Technologies, Inc. affiliate group of business relationships (now or in the future).

Applicable Terms

Your use of the Service is subject to these terms (this "Agreement"). Any other links or references provided in these terms are for informational use only and are not part of the Agreement. Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you may not use the Service.

Who may use the Service?

Age Requirements

You must be at least 13 years old to use the Service; however, children of all ages may use the Service if enabled by a parent or legal guardian.

Permission by Parent or Guardian

If you are under 18, you represent that you have your parent or guardian’s permission to use the Service. Please have them read this Agreement with you.

If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Service, you are subject to the terms of this Agreement and responsible for your child’s activity on the Service.

Businesses

If you are using the Service on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.

Your Use of the Service

Content on the Service

The content on the Service includes videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials whether provided by you, Output or a third-party (collectively, "Content”).

Content is the responsibility of the person or entity that provides it to the Service. Output is under no obligation to host or serve Content. If you see any Content you believe does not comply with this Agreement, you can report it to us.

Output Accounts

With an Output account, you may be able to subscribe and acquire videos, channels, create your own channel to distribute, and more.

Importing or creating an Output channel will give you access to additional features and functions, such as uploading videos or creating feeds (where available).

Your Information

Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service.

Permissions and Restrictions

You may access and use the Service as made available to you, as long as you comply with this Agreement and applicable law.

The following restrictions apply to your use of the Service. You are not allowed to: 1. access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service or any Content except: (a) as expressly authorized by the Service; or (b) with prior written permission from Output and, if applicable, the respective rights holders; 2. circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features that (a) prevent or restrict the copying or other use of Content or (b) limit the use of the Service or Content; 3. access the Service using any automated means (such as robots, botnets or scrapers) except (a) in the case of public search engines, in accordance with Output’s robots.txt file; or (b) with Output’s prior written permission; 4. collect or harvest any information that might identify a person (for example, usernames or faces), unless permitted by that person or allowed under section (3) above; 5. use the Service to distribute unsolicited promotional or commercial content or other unwanted or mass solicitations; 6. cause or encourage any inaccurate measurements of genuine user engagement with the Service, including by paying people or providing them with incentives to increase a video’s views, likes, or dislikes, or to increase a channel’s subscribers, or otherwise manipulate metrics in any manner; 7. misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions;

Reservation

Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or any other Content posted by others or Output.

Develop, Improve and Update the Service

Output is constantly changing and improving the Service. As part of this continual evolution, we may make modifications or changes (to all or part of the Service) such as adding or removing features and functionalities, offering new digital content or services or discontinuing old ones. We may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users or even an individual user. When the Service requires or includes downloadable software, that software may update automatically on your device once a new version or feature is available, subject to your device settings. If we make material changes that negatively impact your use of the Service, we’ll provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. We’ll also provide you with an opportunity to export your content from your Output Account, subject to applicable law and policies.

Your Content and Conduct

Uploading Content

If you have an Output account, you may be able to upload Content to the Service. You may use your Content to promote your business or artistic enterprise. If you choose to upload Content, you must not submit to the Service any Content that does not comply with this Agreement or the law. For example, the Content you submit must not include third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content you submit to the Service. We may use automated systems that analyze your Content to help detect infringement and abuse, such as spam, malware, and illegal content.

Rights you Grant

You retain ownership rights in your Content. However, we do require you to grant certain rights to Output and other users of the Service, as described below. License to Output By providing Content to the Service, you grant to Output a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Service and Output’s (and its successors' and Affiliates') business, including for the purpose of promoting and redistributing part or all of the Service. License to Other Users You also grant each other user of the Service a worldwide, non-exclusive, royalty-free license to access your Content through the Service, and to use that Content, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service (such as video playback or embeds). For clarity, this license does not grant any rights or permissions for a user to make use of your Content independent of the Service. Duration of License The licenses granted by you continue for a commercially reasonable period of time after you remove or delete your Content from the Service. You understand and agree, however, that Output may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted. Right to Monetize You grant to Output the right to monetize your Content on the Service (and such monetization may include displaying ads on or within Content, or charging users a fee for access, or syndication of the Content to affiliate partners including but not limited to online video players, partner websites, over the top (OTT), connected devices, free ad supported tv (FAST), online streaming, web syndication, portals, broadcast, cable and any other device, hardware or internet based application that can display the Content). This Agreement does not entitle you to any payments. Starting June 1, 2021, any payments you may be entitled to receive from Output under any other agreement between you and Output including for example payments under the Output Partner Program will be treated as royalties. If required by law, Output will withhold taxes from such payments. Removing Your Content You may remove your Content from the Service at any time. You also have the option to make a copy of your Content before removing it. You must remove your Content if you no longer have the rights required by these terms. Removal of Content By Output If we reasonably believe that any of your Content (1) is in breach of this Agreement or (2) may cause harm to Output, our users, or third parties, we reserve the right to remove or take down that Content in accordance with applicable law. We will notify you with the reason for our action unless we reasonably believe that to do so: (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Output or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Output or our Affiliates. Copyright Protection If you believe your copyright has been infringed on the Service, please contact us via hi@output.ws. Account Suspension & Termination Terminations by You You may stop using the Service at any time. Terminations and Suspensions by Output Output reserves the right to suspend or terminate your Output account or your access to all or part of the Service if (a) you materially or repeatedly breach this Agreement; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we believe that there has been conduct that creates (or could create) liability or harm to any user, other third party, Output or our Affiliates. Notice for Termination or Suspension We will notify you with the reason for termination or suspension by Output unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority; (b) would compromise an investigation; (c) would compromise the integrity, operation or security of the Service; or (d) would cause harm to any user, other third party, Output or our Affiliates. Other Legal Terms Warranty Disclaimer OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT OR AS REQUIRED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND Output DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICE. FOR EXAMPLE, WE DON’T MAKE ANY WARRANTIES ABOUT: (A) THE CONTENT PROVIDED THROUGH THE SERVICE; (B) THE SPECIFIC FEATURES OF THE SERVICE, OR ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (C) THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON THE SERVICE. Limitation of Liability EXCEPT AS REQUIRED BY APPLICABLE LAW, OUTPUT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; PUNITIVE DAMAGES CAUSED BY: ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICE; PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE; ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE; ANY INTERRUPTION OR CESSATION OF THE SERVICE; ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; ANY CONTENT WHETHER SUBMITTED BY A USER OR Output, INCLUDING YOUR USE OF CONTENT; AND/OR THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT. THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. OUTPUT AND ITS AFFILIATES’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF REVENUE THAT OUTPUT HAS PAID TO YOU FROM YOUR USE OF THE SERVICE IN THE 12 MONTHS BEFORE THE DATE OF YOUR NOTICE, IN WRITING TO OUTPUT, OF THE CLAIM AND (B) USD $500. Indemnity To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Output, its Affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Service. Third-Party Links The Service may contain links to third-party websites and online services that are not owned or controlled by Output. Output has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Service; we suggest you read the terms and privacy policy of each third-party website and online service that you visit. About this Agreement Changing this Agreement We may change this Agreement (1)to reflect changes to our Service or how we do business - for example, when we add new products or features or remove old ones, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm. If we materially change this Agreement, we’ll provide you with reasonable advance notice and the opportunity to review the changes, except (1) when we launch a new product or feature, or (2) in urgent situations, such as preventing ongoing abuse or responding to legal requirements. If you don’t agree to the new terms, you should remove any Content you uploaded and stop using the Service. Continuation of this Agreement If your use of the Service ends, the following terms of this Agreement will continue to apply to you: “Other Legal Terms”, “About This Agreement”, and the licenses granted by you will continue as described under “Duration of License”. Severance If it turns out that a particular term of this Agreement is not enforceable for any reason, this will not affect any other terms. No Waiver If you fail to comply with this Agreement and we do not take immediate action, this does not mean that we are giving up any rights that we may have (such as the right to take action in the future). Interpretation In these terms, “include” or “including” means “including but not limited to,” and any examples we give are for illustrative purposes. Governing Law All claims arising out of or relating to these terms or the Service will be governed by the state of Quebec, Canada, and will be litigated exclusively in the federal or state courts of Quebec, Canada. You and Output consent to personal jurisdiction in those courts. Effective as of Feb 7, 2023