You agree to be bound by these terms and to comply with them when you use or access the VideoScribe application or any other Sparkol software or service, whether made available via the Sparkol websites, including: sparkol.com, videoscribe.co, and sho.co (the “Sparkol Sites”); or any mobile or web application we make available via an app store or otherwise, for example the VideoScribe application which can be accessed or downloaded from videoscribe.co (the “Sparkol Apps”), (collectively the “Products”). 

If you are a non-consumer user, such as a company, firm or organisation (a “business user”), you also agree to ensure that any authorised user using or accessing the Products on your behalf complies with these terms. You will be liable for any use of or access to the Products by your authorised users.

Age Requirement. Children may not access or use the Products unless their use is directly authorised by their parent, guardian or another authorised adult (such as a teacher) who agrees to be bound by these terms. For purposes of these terms, a child is a person under the age of 13 or the minimum legal age required to provide consent for processing of personal data in the country where the child is located. 

Subject to your compliance with these terms, we grant you a right to use the Product(s) that you have subscribed for, for the term of your subscription only.

All terms continue to apply after your subscription has ended except those requiring performance only during the term of your subscription. 

The Products are made available by us, Sparkol Ltd, a company incorporated in England and Wales (number 06762963). Our registered office is 2 Redcliffe Way, Bristol, BS1 6NL, UK which is also our main trading address. Our VAT number is 942236532.

If you wish to contact us, for example to raise a query or complaint about the Products, you can do so by email at legal@sparkol.com or by pre-paid post Sparkol Limited, 2 Redcliffe Way, Bristol, BS1 6NL, UK. We will confirm receipt of this by contacting you in writing, normally by email. 

Any notice given by you to us, or by us to you, must be in writing and sent via email. It will be deemed received and properly served a) twenty-four (24) hours after an email is sent unless this falls on a non-working day in the UK, in which case the notice will be deemed received at the same time as it was sent on the following UK working day. 

PAYING CONSUMER USERS, PLEASE NOTE:

For UK based consumers, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that you have a fourteen (14) day right to change your mind and get a full refund on the services you have paid for. This is known as the “cooling off period”. 

You do not have this right to receive a full refund if you have started to receive the services within the fourteen (14) day cooling off period, provided you have been told this and have acknowledged this. By agreeing to our terms and conditions you have done both. Once you have started to create video or access content using the Products, you will have started to receive our services and you cannot rely on your right to change your mind and receive a refund.

How to cancel at any time during your subscription: If you do wish to cancel at any time (without receiving a refund of any pre-paid subscription fees), you can log into your Sparkol Account and cancel your subscription.

The Consumer Rights Act 2015 says that services must be performed with reasonable care and skill and you can ask us to repeat or fix the services if they are not carried out with reasonable care and skill, or get some money back if we can’t fix it. 

The Products include the provision of digital content in the form of Sparkol Content you download. 

The Consumer Rights Act 2015 says that paid-for digital content must be as described, fit for purpose and of satisfactory quality. If your paid-for digital content is faulty, you are entitled to a repair or a replacement. If the fault cannot be fixed, or if it has not been fixed within a reasonable time and without significant inconvenience, you can get some, or all of your money back.

Any subscription refunds will be made using the same method as the original payment.  

Whether you are a Free Trial or Paid-for Version consumer user, if you can show that a digital content fault has damaged your device and we have not used reasonable care and skill, you may be entitled to a repair or compensation. 

1. Interpretation

In these terms:

authorised user: means any individual employed or engaged by you that is permitted by you to use or access the Products on your behalf in accordance with your subscription;

consumer: has the meaning given to that term in UK law: “Consumer” means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession;

controller: has the meaning given to that term in the UK GDPR;

data protection laws: means

(a)     the Data Protection Act 2018;

(b)     the UK GDPR; and

(c)      any applicable laws replacing, amending or extending any of the above data protection laws from time to time;

personal data: has the meaning given to that term in the UK GDPR;

premium content: means any Sparkol Content that we have identified as premium content in the Products;

product description: means the description of the Product which appears on the relevant Sparkol Site or Sparkol App;

project: means a collection and sequence of images (still or moving) of any kind, text, data, music, speech and other sounds created with the Products by you or your authorised users; 

Sparkol account: means any account created on the relevant Sparkol Site, for example a VideoScribe account created on videoscribe.co;

Sparkol content: means any images (still or moving) of any kind, text, music, speech and other sounds made available by us for use with the Products, including premium content;

subscription: your use of the Products for the duration of the Products being made available to you; 

third party content: means any content Sparkol makes available through the Products which is not owned and managed by us; 

UK GDPR: means the retained General Data Protection Regulation, Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of the European Union (Withdrawal) Act 2018; and

your content: means any images (still or moving) of any kind, text, music, speech and other sounds, and data used with the Products by you, except those which are Sparkol Content or Third Party Content.

“we” and “us” refer to Sparkol and “our” means Sparkol’s.

“you” means the person who has subscribed to or signed up for the Products which may be a company, firm, organisation or an individual.

“person” includes an individual, a partnership and a corporation of any kind, no matter where in the world they or it is resident, domiciled, incorporated or established.

Examples introduced by the words “including”, “include” or any similar expression only emphasise that those examples are included and do not limit the sense of any preceding words.

A reference to the singular or the plural includes both. 

A reference to a statute or a statutory provision is to that statute or provision as it is in force from time to time.

A reference to writing includes email.

2. The Products

2.1         The Products may be available as an initial free trial for a limited period (the “Free Trial Version”) and also a paid-for version (the “Paid-for Version”). The version options and features available for each version are described in the relevant product description.

2.2         At times the Products may also be released in beta version prior to final release.  

3. Sparkol Apps

3.1         Where there are certain device requirements for the Sparkol Apps to operate these will be listed in the product description. These device requirements may relate to both mobile and web versions of the Sparkol Apps. 

3.2         We may need you to install a new version of the Sparkol App from time to time. Depending on the update, you may not be able to use the Sparkol App or the full functionality of the Sparkol App may be affected until you have installed the updated version. 

4. Beta Versions

4.1         If the Product is a beta version, it is not a finished Product and it is still undergoing development and testing. It is being made available so that you may have early access to it and so that you and your authorised users may contribute to its testing and submit feedback on it with a view to influencing and speeding up its development. We do not provide any support services in connection with beta versions of the Product, but we may take account of any feedback you or your users provide through various routes, including when you submit a support ticket.

5. Free Trial Versions

5.1         Free Trial Versions of the Products are made available to you free of charge and on an “as is” basis. In particular: its functionality may not be as described in the product description; it may not be of satisfactory quality; it may contain defects; it may not be fit for any particular purpose; it may not meet your requirements; it may not be compatible with your hardware or software; and it may not be secure.

5.2         If you have signed up for the Free Trial Version:

(a)    we do not undertake to correct any defects in the Products; 

(b)    subject to the Consumer Rights Act 2015, we may remove any functionality from the app without providing any reason or warning; and

(c)     we will not be liable if, for any reason, the Products are unavailable at any time or for any period.

5.3         If you have signed up for the Free Trial Version, you must not at any time sell your projects or charge or receive payments from anyone for using your projects.  

6. Paid-for Versions

6.1         If there is a Paid-for Version of a Product available, you can upgrade from the Free Trial to a Paid-for Version to access additional features and services within a Product at any time. 

If you have subscribed for the Paid-for Version: 

6.2         You must not sell your projects or charge or receive payments from anyone for using your project unless you have an active subscription for the relevant Paid-for Version of the product, as described in the relevant product description.

6.3         We will use reasonable endeavours to make the Products available to you and to notify you in advance of scheduled maintenance but you acknowledge that you may receive no advance notification for downtime caused by emergency maintenance or events outside of our reasonable control.

6.4         We cannot guarantee that the Products will always be available. Sometimes there are errors which affect the availability of the services or which require us to undertake some maintenance work. 

6.5         The price of a Paid-for Version subscription will be the price stated on the Sparkol Sites from time to time and will be communicated to you when you sign up for the Paid-for Version. 

6.6         All subscriptions are subject to sales taxes as applicable. 

6.7        The first payment will be taken as soon as you sign up for the Paid-for Version. The subscription for the Paid-for Version will start as soon as this payment has been successfully processed and will continue until this agreement comes to an end in accordance with clause 13.

6.8         Except where you are making a one-off payment, payments will be taken either monthly, quarterly or annually depending on your chosen payment plan and the recurring payments will be taken as near as possible to the same day every month, quarter or year as applicable. If you choose the annual payment plan, we will email to notify you at least two (2) weeks before we do this. We will not remind you if you choose a monthly or quarterly payment plan.

6.9         We may increase the charges at any time, but we will tell you at least thirty (30) days before the increase takes effect. If you wish you may then cancel your subscription provided you do so at least three (3) working days before the increase takes effect.

7. Additional Premium Content

7.1         Premium Content can be used in your projects but may be subject to an additional charge. Premium Content may not be available if you are using a Free Trial Version of a Product. 

7.2         You are only permitted to use Premium Content within the Sparkol App and must not copy or reuse the Premium Content for any other purpose or outside your video project.  

7.3         Premium Content acquired by your authorised users is deemed to have been acquired by you and your authorised users’ authorisation of a Premium Content download is deemed to be your authorisation.

7.4         Premium Content provided by a third party, including, but not limited to the Noun Project content may be made available to you through the Sparkol Apps. Your use of the Premium Content is subject to the terms and conditions applicable to that Premium Content and Sparkol makes no representations or warranties in relation to the Third Party Content and expressly disclaims all liability arising from your use of the Third Party Content. Terms and conditions for the Noun Project can be found here: https://thenounproject.com/legal/. 

8. Use of the Products

Your use of the Products

8.1         While your subscription is current you and your authorised users may use the Products to create, edit and use your projects.

8.2         You must use and ensure that your authorised users use the Products only as permitted by these terms and within the scope of your subscription. 

8.3         If applicable, you must ensure that the number of your authorised users does not exceed the number permitted by your subscription.

8.4         If your subscription does not permit multiple authorised users, in order to collaborate on projects you will need to ensure that all other contributors subscribe or sign up for their own account(s) and then export and share your projects with them once they have done so.

8.5         We use Google Fonts, the attribution list of which can be found here: https://fonts.google.com/attribution. Where you use the Google Fonts as part of your videos you must ensure that your use of the Google Fonts complies with the licensing terms that are applicable to the relevant font which can be found in the attribution list. We shall not be liable for any breach by you or your authorised users of the licence terms of the Google Fonts that you use in your projects.

8.6         You must comply, and ensure that your content, projects and any other material, information or text submitted or uploaded by you or your authorised users in connection with any Products (each a “Submission”) comply with our acceptable use policy. 

8.7         We reserve the right to remove any Submission to any of our Products if we reasonably believe it does not comply with our acceptable use policy, whether or not Submissions are moderated.

8.8         Any use of the Products or your projects by your authorised users is deemed to be use by you; any act or omission by your users in relation to the Products is deemed to be your act or omission; and any project created or used by your authorised users is deemed to be your project.

8.9         You must ensure that you and any authorised users keep the password to your Sparkol Account secret and ensure your Sparkol Account is not accessed by others. 

8.10      You must immediately inform us if you believe someone is using the Products through your Sparkol Account or has otherwise gained access to your Sparkol Account without your permission. 

8.11      The Products are protected by technical measures to prevent unauthorised use and you must not, and must ensure that any authorised users do not, remove or circumvent any of them.

8.12      You must not charge anyone for using the Products. 

8.13      You must not allow anyone other than your authorised users to use the Products.

8.14      Sparkol Content may only be used for creating and using projects with software owned by Sparkol. In particular, it may not be used directly with any other software or in any marketing materials, nor may it be extracted from any project. 

8.15      You are liable for any third party materials or content you use on our Products and you are responsible for ensuring you have permission to use such third party materials and content.

8.16      You must not, and must ensure that your authorised users do not, maliciously upload to the Products any material containing viruses, trojan horses, worms, spyware, adware or any other harmful computer code or program, nor must you use the Products to transmit such things. 

8.17      You must not, and must ensure that your authorised users do not, use the Products, or create or use a project, in any way that infringes any rights of any third party or in connection with any offence, libel or slander, or in any way that is unlawful, discriminative, unreasonably causes any person distress or offence, or brings our name into disrepute.

8.18      You must not, and must ensure that your authorised users do not, modify the Products in any way, combine them with any other software, or give any indication that it is anything other than software that has been created and distributed by Sparkol.

Retention and rules once your subscription has ended

8.19         Once your subscription has ended:

(a)    you will still be able to use projects which you have exported and stored on your system, such as rendered video files, but you will not be able to access or use any other projects or create new ones;

(b)    you must not sell your projects or charge or receive payments from anyone for using your projects regardless of whether you were permitted to do so during the term of your subscription; and

(c)     we may retain any of your projects which are on our system in line with the retention periods set out from time to time in our retention policy, but reserve the right to permanently delete any of your projects from our system without warning.

8.20         If you have signed up for the Free Trial Version and your Sparkol Account becomes inactive for a period of 12 months, we will email you to confirm whether you wish to continue using the Products. If you do not confirm that you wish to continue using the Products within 90 days we will terminate your account and any projects or content contained within your Sparkol Account will be erased in line with our retention policy. 

9. Intellectual property rights

9.1         We will not acquire any rights to your Submissions (which includes your projects and your content) except that you authorise us to use your Submissions, both while your subscription is current and after it has ended, to make the Products’ functionality available to you, to provide our support services to you, and if you have made a Submission publicly available on any of the Products or have otherwise provided us with permission, to display the Submission on the Sparkol Site(s) and promote our Products by showing the projects you have created.

9.2         Other than the right to access and use the Products and the Sparkol Content in accordance with these terms, you will not acquire any title, right, or interest to or in the Products or Sparkol Content, all of which are retained by us or the persons who have licensed any parts of the Products to us.

10. Exclusions and restrictions of our liability

10.1      We will not be in breach of contract, or liable in any way whatsoever, for failing to discharge our obligations, or for doing so late, to the extent that our failure or delay is a consequence of any failure on your part to discharge your obligations, or any delay on your part in doing so, or any cause that is beyond our reasonable control.

If you are a consumer user the following provisions will apply:

10.2      Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal data, we are not legally responsible for:

(a)    losses that:

(i)     were not foreseeable to us and you when the agreement between us was formed; or

(ii)    that were not caused by any breach on our part;

(b)    business losses; and

(c)     losses to non-consumers.

If you are a business user the following provisions will apply: 

10.3      Nothing in this agreement limits or excludes our liability for:

(a)    death or personal injury resulting from negligence; 

(b)    any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us; or 

(c)     any other liability which is incapable of being excluded or limited by law. 

10.4      Subject to clause 10.3, our total aggregate liability for all loss, damage, costs and expenses resulting from, arising out of, or relating to your use of the Products under this agreement will be limited to:

(a)    £50 if you have signed up for the Free Trial Version; and

(b)    if you have subscribed for the Paid-for Version, the higher of: 

(i)     £50; or 

(ii)    an amount equivalent to the fees paid by you to us during the immediately preceding twelve (12) month period. 

10.5      Subject to clause 10.3, except where expressly stated in this agreement, we shall not have any liability to you (howsoever arising, including any liability in tort) under or in connection with this agreement for any: 

(a)    loss or damage resulting from the deletion of your projects from our system after your subscription has ended, or any costs and expenses associated with their reconstruction;

(b)    fine, penalty, tax or other levy imposed on you by any court, tribunal or regulator (including the UK Information Commissioner) in connection with your projects or your use of the Products;

(c)     loss of profits or anticipated savings; 

(d)    loss of revenue; 

(e)    loss or damage to reputation or goodwill; 

(f)     loss of opportunity; 

(g)    any loss or corruption of data or information (including your content and projects),

and in each case whether direct, indirect, special and/or consequential loss or damage; or 

(h)    for any other indirect, special and/or consequential loss or damage. 

11. Indemnity 

11.1      If you are a business user, you agree to indemnify us in respect of all loss, damage, reasonable costs and reasonable expenses which we suffer or incur as a consequence of:

(a)    your breach or your authorised users’ breach of any terms applicable to your use of third party materials or content;  

(b)    your breach or your authorised users’ breach of any data protections laws when using or accessing the Products including failure to ensure that any project complies with data protection laws;

(c)     any claim or action that any project (or part of any project) infringes the intellectual property rights of a third party; or

(d)    any failure by you or your authorised users to ensure that any project (or part of any project) complies with our acceptable use policy.

12. Personal data

12.1      We are the controller of personal data used in the provision of your subscription, and we will process such personal data in accordance with our privacy statement and data protection laws.

13. Ending your subscription and closing your Sparkol Account

Your termination rights

13.1      You may cancel your subscription at any time by clicking the cancellation link in your Sparkol Account page.

13.2      If your subscription is for the Paid-for Version, and you cancel your subscription in accordance with clause 13.1, any payments already made to us are non-refundable, but if you cancel at least three (3) working days before your next scheduled payment then the payment will not be taken. 

Our termination rights 

13.3         If you have signed up for the Free Trial Version we may close your Sparkol Account and/or prevent your access to and use of the Products or your projects without any liability to you at any time. 

13.4      If your subscription is for a Paid-for Version we may terminate your subscription, close your Sparkol Account and/or prevent your access to and use of the Products or your projects with immediate effect by giving written notice to you if:

(a)    you or your authorised users commit a material breach of any term of this agreement including failure to comply with our acceptable use policy, and (if such breach is remediable) you fail to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

(b)    you are in breach of any applicable law;

(c)     any amount due under this agreement is outstanding following the applicable due date to make such payment;

(d)    in our reasonable opinion, the security or integrity of the Products has been, or may be, compromised or is otherwise at risk as a result of your use or your authorised users’ use of or access to the Products; 

(e)    required to do so by a regulatory authority; 

(f)     there has been, or we reasonably suspect that you or your authorised users have mis-used any of the Products;

(g)    a third party threatens to start legal proceedings against us based on any of your projects or your use of the Products; or

(h)    you challenge or dispute any of our rights in or to the Products or any Sparkol Content, or the rights of any persons who have licensed any parts of the Products or Sparkol Content to us.

13.5      If your subscription is for the Paid-for Version, and we terminate the subscription in accordance with clause 13.4, any payments already made to us are non-refundable.

Back-ups 

13.6      We do not guarantee that your projects will be backed-up. 

Consequences of termination

13.7      Upon termination for any reason:

(a)    all rights granted to you under these terms shall cease;

(b)    you must immediately cease all activities authorised by these terms (other than use of your existing projects, provided that such use is not dependent on continuing use of any Product).

14. General terms

14.1      We may freely assign the benefit of your agreement with us to any third party.

14.2      If these terms require you not to do something, you must not attempt to do it or allow, assist or encourage any other person to do it.

14.3      These written terms, and any which have to be treated as being included by virtue of the Consumer Rights Act 2015 or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, form the whole agreement you have with us. You confirm and promise that you have not relied on anything else when deciding to enter into this agreement, and that you will not claim otherwise.

14.4      Permitting you to use the Products will not prevent us from exercising any right or remedy we may have in respect of your breach of these terms even if we are aware of the breach at the time, and you agree not to claim that it does.

14.5      Only you and we (and our successors in title) may enforce these terms.

14.6      Unless you are a consumer user that has subscribed for a Paid-for Version, we may change these terms at any time, without giving any reason. We will either ask you to agree to any changes when you next access the Products, or otherwise both you and we will be legally bound by the changes provided that we have told you about them in advance and you do not choose to end your subscription within fourteen (14) days of us notifying you of such change. If you are a business user that has subscribed for a Paid-for Version and you do not agree to changes that we make to the terms or choose to end your subscription to avoid becoming legally bound by the updated terms, you will not be entitled to a refund of any pre-paid charges. 

14.7      If you are a consumer user that has subscribed for the Paid-for Version, the terms in place at the date on which you subscribed for the Paid-for Version of the Products will continue to govern the relationship between us unless a variation is agreed between us. When you renew a subscription with us, your renewal will be subject to our then standard terms which may differ from the terms you initially signed up on.

14.8      If any provision of this agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this agreement shall not be affected. 

14.9      If any provision of this agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted, the provision or part-provision in question shall apply with such deletions as may be necessary to make the provision legal, valid and enforceable. 

14.10   The laws of England and Wales apply to this agreement. 

14.11   If you are a consumer and want to take court proceedings, the relevant courts of the jurisdiction in which you live will have non-exclusive jurisdiction in relation to this agreement. If you are a business user and want to take court proceedings, the courts of England and Wales will have exclusive jurisdiction in relation to this agreement.