You agree to be bound by these terms and to comply with them when you use Scribely. They continue to apply after your subscription has ended.
Scribely is made available by us, Sparkol Ltd, a company incorporated in England and Wales (number 06762963). Our registered office is Unit 1.2 Temple Studios, Temple Gate, Bristol, BS1 6QA, UK which is also our main trading address.
PREMIUM CONSUMER USERS, PLEASE NOTE:
For UK based customers, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that you have a 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 14 day cooling off period, provided you have been told this and have acknowledged this. By agreeing to our terms and conditions for consumers you have done both. Once you have started to create video using Scribely, you will have started to use Scribely and you cannot rely on your right to cancel and receive a refund.
How to cancel: If you wish to cancel, you can log into your Sparkol account at any time 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 Scribely services 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.
Whether you are a free version or premium 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.
Any premium subscription refunds will be made using the same method as the original payment.
In these terms:
controller: has the meaning given to that term in the GDPR;
data protection laws: means
(a) the Data Protection Act 2018;
(b) the GDPR, and/or any corresponding or equivalent national laws or regulations; and
(c) any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above data protection laws from time to time;
Scribely software: means the code that provides Scribely’s functionality and the Sparkol content;
GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679;
personal data: has the meaning given to that term in the GDPR;
project: means a collection and sequence of images (still or moving) of any kind, text, data, music, speech and other sounds created or used with Scribely by you;
Sparkol content: means any images (still or moving) of any kind, text, music, speech and other sounds made available by us for use with Scribely;
subscription: your use of the Scribely software for the duration of the Scribely software being made available to you; and
your content: means any images (still or moving) of any kind, text, music, speech and other sounds, and data used with the Scribely software by you, except those which are Sparkol content.
“we” and “us” refer to Sparkol and “our” means Sparkol’s.
“you” means the person who has subscribed to the Scribely software.
“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.
2 The Scribely software and our services
2.1 Scribely is available as a free version (the “Free Version”) and a paid-for premium version (the “Premium Version”). Scribely and the different features available within the Free Version and Premium Version are described in the product description.
3 The Free Version
3.1 The Free Version is made available to you free of charge and on as “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.
3.2 If you have subscribed for the Free Version:
(a) we do not undertake to correct any defects in Scribely; and
(b) subject to the Consumer Rights Act 2015, we may remove any functionality from the app without providing any reason or warning.
4 The Premium Version
4.1 You can upgrade from the Free Version to the Premium Version to access additional features and services at any time.
If you have subscribed for the Premium Version:
4.2 We will use reasonable endeavours 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.
4.3 We cannot guarantee that Scribely will always be available. Sometimes there are errors which affect the availability of the services or which require us to undertake some maintenance work.
4.4 The price of a Premium Version subscription will be the price stated on our website from time to time and will be communicated to you when you sign up for the Premium Version. All prices listed on the website are exclusive of VAT and other applicable sales taxes.
4.5 We shall attempt to take the first payment as soon as you sign up for the Premium Version. The subscription for the Premium 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 9.
4.6 We will take payment using the bank details or card details you provide to us when you sign up for the Premium Version.
4.7 Payments will be taken monthly and we shall take recurring payments as near as possible to the same day every month.
4.8 We may increase the charges at any time, but we shall 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.
4.9 Once your subscription for the Premium Version has ended:
(a) you will still have access to the Free Version; and
(b) 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 no longer be able to access the additional features and services of the Premium Version.
5 Use of Scribely
5.1 You must use Scribely only as permitted by these terms and within the scope of your subscription.
5.2 We use Google Fonts, the attribution list of which can be found here: https://fonts.google.com/attribution.
5.3 You must comply with our acceptable use policy.
5.4 You must ensure that you keep the password to your Sparkol account secret and ensure your Sparkol account is not accessed by others.
5.5 You must immediately inform us if you believe someone is using Scribely through your Sparkol account without your permission.
5.6 Scribely is protected by technical measures to prevent unauthorised use and you must not remove or circumvent any of them.
5.7 While your subscription is current you may use Scribely to create, edit and use your projects.
5.8 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; and
(b) we may retain any of your projects which are on our system for as long as we wish but we may permanently delete any of your projects from our system without warning.
5.9 You must not charge anyone for using Scribely or allow anyone to use your subscription to use Scribely, except for the purposes of viewing or using your projects.
5.10 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.
5.11 You must not maliciously upload to Scribely any material containing viruses, trojan horses, worms, spyware, adware or any other harmful computer code or program, nor must you use Scribely to transmit such things.
5.12 You must not use Scribely, 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.
5.13 You must not modify Scribely in any way, combine it with any other software, or give any indication that it is anything other than software that has been created and distributed by Sparkol.
6 Intellectual property rights
6.1 We will not acquire any rights to your projects or your content except that you authorise us to use your projects, both while your subscription is current and after it has ended, in the course of making Scribely’s functionality available to you, providing our support services to you, and if you have made a project publically available on any of our sites or have otherwise provided us with permission, in promoting Scribely by showing the projects you have created.
6.2 Other than the right to access and use the Scribely software, you will not acquire any title, right, or interest to or in the Scribely software or Sparkol content, all of which are retained by us or the persons who have licensed any parts of Scribely to us.
7 Exclusions and restrictions of our liability
If you are a consumer user the following provisions will apply:
7.1 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 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:
7.2 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.
7.3 Subject to clause 7.2, our total aggregate liability for all loss, damage, costs and expenses resulting from, arising out of, or relating to your use of Scribely under this agreement will be limited to:
(a) £50 if you have subscribed for the Free Version; and
(b) if you have subscribed for the Premium 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.
7.4 Subject to clause 7.2, 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 of profits or anticipated savings;
(b) loss of revenue;
(c) loss or damage to reputation or goodwill;
(d) loss of opportunity;
(e) any loss or corruption of data or information,
and in each case whether direct, indirect, special and/or consequential loss or damage; or
(f) for any other indirect, special and/or consequential loss or damage.
8 Personal data
8.1 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.
8.2 If you are a corporate entity which is subject to Chapter V of the GDPR and that transfers personal data from the EEA to Sparkol in the UK, the Standard Contractual Clauses available here will apply and will be incorporated into and form part of this agreement between us.
8.3 Our third party hosting provider is Amazon Web Services and Scribely is hosted in the USA. We rely on Standard Contractual Clauses in place between Sparkol and Amazon Web Services which provide an appropriate safeguard for the transfer of personal data outside of the European Economic Area and UK.
9 Ending your subscription and closing your Sparkol account
Your termination rights
9.1 You may cancel your subscription at any time by clicking the cancellation link in your account page.
9.2 If your subscription is for the Premium Version, and you end the agreement in accordance with clause 9.1, 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
9.3 If your subscription is for the Free Version we may terminate your subscription, close your Sparkol account and/or prevent your access to and use of Scribely or your projects without any liability to you at any time.
9.4 If your subscription is for the Premium Version we may terminate your subscription, close your Sparkol account and/or prevent your access to and use of Scribely or your projects with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of this agreement 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 for thirty (30) days following the applicable due date to make such payment;
(d) in our reasonable opinion, the security or integrity of the Sparkol services has been, or may be, compromised or is otherwise at risk;
(e) required by a regulatory authority; or
(f) there has been, or we reasonably suspect that you have mis-used any of the Sparkol services.
9.5 We do not guarantee that your projects will be backed-up in the event Scribely is not available for any reason and so you must ensure that you are maintaining your own back-ups.
10 General terms
10.1 We may freely assign the benefit of your agreement with us.
10.2 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.
10.3 These written terms, and any which have to be treated as being included by virtue of the Consumer Rights Act 2015 and/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.
10.4 Permitting you to use Scribely 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.
10.5 Only you and we (and our successors in title) may enforce these terms, and we do not need any third party’s consent before changing them or terminating the agreement you have with us.
10.6 We may change these terms at any time, without giving any reason, and both you and we will be legally bound by those changes when we have told you about them unless you end your subscription within seven (7) days of us notifying you of such change.
10.7 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.
10.8 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.
10.9 The laws of England and Wales apply to this agreement.
10.10 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 take court proceedings, the courts of England and Wales will have exclusive jurisdiction in relation to this agreement.