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SCROLLX TERMS OF SERVICE

These ‘Terms of Service’ (“Terms”) are effective as of 22nd December 2023. Any amendments or updates to it would be duly reflected here.

 

These Terms apply to your (“you”/ “your”/ “User(s)”) use of ScrollX’s credits generating platform (the “Service”). By using the Service, you agree that these Terms will become a legally binding agreement between you and ScrollX Private Limited (having its registered address at Shade No. 8, Industrial Area, Zone-1, M.P. Nagar, Bhopal M.P., India, 462011) (hereinafter referred to as “ScrollX”/ “we”/ “us”).

1. INTRODUCTION

ScrollX provides a platform (Software as a Service) dedicated to the simplification and generation of credits in all forms of visual works including but not limited to motion pictures, television, and other multimedia/audio-visual projects (“Projects”) through a variety of rendering options (each a “Design(s)”). When you use the Service, you will have access to a variety of Designs which you can customise by adding in your own content in the form of names, videos, images, and files (“User Content”), which you have full control and responsibility over.

 

The User will input the User Content of the contributors of the Project, allowing the User to manipulate the Design through an online browser and thereafter Credits will be generated in various formats provided by ScrollX which can be added to the User’s Projects.

 

The Service is made available on https://www.scrollx.io/.

2. DEFINITIONS

a. “Applicable Laws” means all laws, brought into force and effect by the Government of India or the State Government including rules, regulations and notifications made thereunder, and judgments, decrees, injunctions, writs and orders of any court of record, applicable to this Agreement and the exercise, performance and discharge of the respective rights and obligations of you and ScrollX hereunder, as may be in force and effect during the subsistence of this Agreement.

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b. “Fees” means the fees payable by the User for availing the Services.

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c. “Force Majeure” shall mean the occurrence of any unforeseen event or act which includes but is not limited to act of God, war, failure of internet and telecommunication or any act or event on account of any Government Instrumentality which affects ScrollX’s performance of its obligations under this Agreement which act or event (i) is beyond the reasonable control of ScrollX, and (ii) ScrollX could not have prevented or overcome by exercise of ordinary due diligence.

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d. “Intellectual Property” means all patents, trademarks, service marks, logos, get-ups, trade names, internet domain names, rights in designs, programs and manuals, drawings, copyright (including rights in computer software), database rights, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.​

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e. User{s} shall mean and include the following:

    1. Any user accessing the website of ScrollX; or

    2. Any user who avails Services of ScrollX; and

    3. Any user submitting its information/data on the website ScrollX.​

3. USING THE SERVICE

a. Legal Capacity

You may use the Service only if you can form a binding contract with ScrollX and are legally permitted to do so in the country of Applicable Laws (defined thereafter in the Clause 3(d)). By using the Service, you represent and warrant that you have the full right, power, and authority to agree to and be bound by these Terms and to fully perform all your obligations hereunder.

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If a user is entering into these Terms for/on behalf of an entity, such as a company or institution they work for or are otherwise an Associate or Affiliate with the said entity, the user represents, acknowledges, and agrees that they have requisite legal authority to bind that entity in this Agreement. In all such cases the term “User” will be deemed to include the entity that it represents.

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b. Acceptance

By using the Service, you agree to be bound by these Terms with ScrollX in addition to ScrollX’s Privacy Policy. The following activities shall constitute usage by you:

  1. Accessing the website/application of ScrollX; or

  2. Feeding information, of any nature, on the website/application; or

  3. Downloading the assets/credits generated by ScrollX; or

  4. Clicking the “I Agree” button while signing up.

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c. Access to the Service

In order to avail Services/generate Credits, you are required to create an account. The access and control of the said account lies solely with you and as such you shall be solely responsible for the usage and acts performed via the said account. It is hereby clarified that the handling and usage of the said account is solely your responsibility and as such all measures shall be undertaken by you to protect your account from unauthorised and/or illegal use. You may not allow any other party to access or use the Service with your unique username, password, or other security code. ScrollX disclaims all liability and responsibility for the wrongful and unauthorised use of your account.

 

Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. ScrollX reserves all rights not expressly granted under these Terms.

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d. Restrictions on Use of the Service

You shall not yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or the Design to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof or to gain access of any Intellectual Property of ScrollX thereof,  or methods used to compile the Credits, in whole or in part; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product or distribute, transfer or otherwise make available the Services (including User’s access to its account on website of ScrollX) to any third party; (v) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vi) use the Service to transmit or post any viruses, malware, trojans, bugs or other disruptive/harmful programs, files or code, unsolicited emails or engage in spamming; (vii) upload or insert any programming language or code into or onto the ScrollX website or the Service; (viii) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; (ix) bypass the measures ScrollX may use to prevent or restrict access to the Service as per the applicable Fees, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Licensed Content; (x) infringe or violate any third party’s Intellectual Property rights; (xi) be libellous, threatening, harassing or defamatory, or distribute or promote porn, obscene, lewd, or suggestive content; or (xii) violate any Applicable Laws.

4. SECURITY AND DATA PRIVACY

a. Information Security

ScrollX implements and maintains technical, and administrative security measures designed to protect your information (including User Content) from unauthorized access, destruction, use, modification, or disclosure. You can learn more about how ScrollX protects the Service and your information at ScrollX’s Privacy Policy. Please note that Privacy Policy is an integral part of the Terms, and you should review both documents.

 

b. Data Privacy

ScrollX’s Privacy Policy describes how ScrollX collects, uses, transfers, discloses, and stores your personal data. By creating an account on ScrollX, you confirm that you have read, understood, and agree to our Privacy Policy in full. In the event of any conflict between these Terms and the Privacy Policy, the Data Privacy Policy shall prevail.

5. USER CONTENT AND DESIGNS

a. No expectation of Due Diligence

You agree and acknowledge that ScrollX merely provides a platform for collating your User Content for a rendition of usable Credits, and as such you agree and warrant to possess ownership MANDATORILY and/or all licences/rights (including but not limited to Intellectual Property rights) of the User Content. You agree, warrant, and acknowledge that ScrollX neither has the obligation nor any duty to check or verify on your behalf, the ownership/right/licence of any particular User Content which you intend to convert into Credits and as such the sole obligation & duty to check, verify & prove the said ownership/right/licence of the User Content is yours. It is hereby clarified, and you agree that ScrollX shall not be held liable for any User Content asset including any name, credit, logo, font submitted and/or Credits generated by you. 

 

b. License

By submitting/sharing the User Content, you hereby grant a worldwide, non-exclusive, irrevocable, transferable, royalty free, perpetual right & licence to ScrollX to access, use, import, export, display, transmit, publish, reproduce, modify, distribute and/or create derivative works from the User Content in any format at the sole discretion of ScrollX.

 

It is hereby clarified that the User Content shall be deemed to be non-proprietary and non-confidential. You agree that ScrollX does not pay any compensation, remuneration or award for User Content. ScrollX is under no obligation to adopt, adhere or respond to the User Content.

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c. Consent And Approval

You acknowledge and agree that the User Content submitted are intended for public display and performance in the form of Credits worldwide, and as such you represent and warrant that you have received all necessary consents, approvals, rights, and licences for submitting the User Content on the platform of ScrollX and for public display and performance of the resultant Credits worldwide. You are not permitted to submit or share the User Content which are subjected to third party’s Intellectual Property and/or proprietary property, trade secrets, confidential information etc. for which you have not availed adequate permission or licence. ScrollX disclaims all liability and responsibility owing to submission of User Content.

 

That you are mindful of the fact that the User Content are likely to include personally identifiable information (ex. Names, title, contact information) of various contributors of Project, as such you agree, represent, and warrant that you have all such contributors’ permission/consent to share the information with ScrollX.

 

You hereby agree and warrant to unconditionally indemnify, defend, and hold harmless ScrollX and its owners, promoters and employees etc. against any claim, liability, suit, proceedings, actions, demands made by any such contributors regarding misuse or misappropriation of their proprietary rights including but not limited to rights to their image, name & title.

 

d. Permissions Granted

Subject to your compliance with these Terms and the Privacy Policy, ScrollX hereby grants you a worldwide, non-exclusive, transferable, and sub-licensable right and license to use, modify, sell, offer for sale, import, export, reproduce, distribute, create derivative works of (in the form of Projects), publicly perform, publicly display and digitally perform and display the Credits generated from User Content. It is hereby clarified that the license to use generated Credits, as mentioned hereinabove, does not grant the right or license to you to share or provide access of your account to any other person, third-party or organization. 

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e. Storage and Transfer

You agree and acknowledge that ScrollX may access, store and use any User Content that you may provide in order to avail the Services and/or generation of Credits, and in accordance with ScrollX’s internal policies for data security, Privacy Policy and routine backup procedures.

 

ScrollX may permit you to submit/share the feedback, comments, messages, concepts, ideas, technical know-how or other such communication through the website. You agree, represent, and confirm that you are the rightful owners or have adequate permission/licence to submit or share the User Content.

6. FEES AND PAYMENT TERMS

a. Payment Contingency

Your availability of Services and/or licence to use any Credits generated through ScrollX is contingent upon full payment of relevant fees, including any taxes thereon. Failure to pay the required Fees and taxes may result in termination of Services and/or termination of licence to use the Credits. The Fees is payable based on the plan opted by you and shall be compulsorily payable before availment of services/generation of Credits. You agree to pay the Fees in the USD.

 

b. Fees Modification

ScrollX reserves the right to change or modify the Fees of each plan at any time. Any change or modification in the Fees shall be solely at the discretion of ScrollX and the same would be updated on the website of ScrollX.

 

c. Refund

You agree that any refund of Fees will only apply in sparring circumstances determinable at the absolute & sole discretion of ScrollX. It is hereby clarified that under no circumstance a refund would be provided after the Credits are generated or exported by you.

 

d. Payment Processing

It is clarified that the Fees does not include the duties, foreign exchange charges or other governmental levies which may incur during the payment of Fees by you and as such it is your sole responsibility to pay & discharge such duties, foreign exchange charges and other governmental levies.

 

In order to provide a convenient method of payment of Fees, ScrollX uses a third party payment processor to collect payments through debit cards, credit cards etc. It is hereby clarified that while ScrollX does not store your payment information, the said third party payment processor may store your payment information with your express or implied consent. In such circumstances, ScrollX shall not be liable for any data breach on account of the said payment processor third party.

You agree and authorise ScrollX to charge any outstanding Fees or payment to your stored payment methods when such Fees or payment becomes due.

 

e. Managing Account Limit

You are responsible for managing the usage of the Credits to ensure that such usage does not exceed the specific number of Credits that can be generated for which you have paid the applicable Fees. For further clarity, it is specifically mentioned that if you have paid the Fees for generating Credits for one specific Project, you would be allowed and are permitted to create, design and generate Credits for only that specific Project for which the applicable Fees has been paid. ScrollX reserves rights to seek additional Fees in case of violation of this clause and you shall be obligated to pay the said additional Fees for exceeding the credits limit. In addition to seeking additional Fees, ScrollX, at its sole discretion, may revoke your licence to all the Credits generated by you (including the one for which Fees has been paid by the User), suspend your account and take appropriate legal action against you.      

7. SCROLLX INTELLECTUAL PROPERTY

You acknowledge, warrant, and agree that the Services/provision of Credits are made possible because of ScrollX’s software, systems, templates and other technology and know-how, that are sole, exclusive, and non-transferable Intellectual Property of ScrollX. It is hereby clarified, and you acknowledge and warrant that your availment of the Services/Credits does not create, vest, or accrue any right, title, or interest in or to any ScrollX’s Intellectual Property. You acknowledge that nothing in this Agreement shall operate to transfer or assign any right in the Intellectual Property from ScrollX to you.

 

ScrollX is the sole owner of trademarks and/or registered trademarks of ‘ScrollX’ in India and in various jurisdictions. You agree and acknowledge that the logo of ScrollX and a statement to the effect “End Credits by ScrollX” shall be embedded in the Credits generated by you and that you shall not attempt to remove the said logo and/or statement from the Credits.    

8. WARRANTY

a. Disclaimer

You acknowledge and agree that the Services/Credits are being provided on an “as is” and “as available” basis without any warranties or representations of any kind whatsoever. Accordingly, to the maximum extent permitted by Applicable Laws, ScrollX provides the Services/Credits without any warranties of any kind, express, implied, statutory, or in any other provision of this Agreement or communication with customer, and ScrollX specifically disclaim any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement.

 

b. Limitation of Liability

To the maximum extent permitted by Applicable Laws, in no event will ScrollX be liable for any lost profits or business opportunities, loss of use, business interruption, loss of data, or any other indirect, special, incidental, or consequential damages under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise. Further, in no event shall ScrollX’s liability under this Agreement exceed the fees, if any, paid by you for availing the Services/Credits under this Agreement.

 

ScrollX assumes no liability or responsibility for any (i) Viruses, Bugs, Trojan Horses or other destructive/harmful computer codes or the like which may be transmitted through accessing the website and/or availment of Services/generation of Credits; (ii) Interruption or cessation of accessing the website and/or availment of Services/Credits; (iii) Unauthorised access to or use of the account created by you on the website of ScrollX; (iv) Unauthorised access to or use of the information/User Content stored by you on the website of ScrollX; (v) loss or damage of any kind incurred as a result of the use or distribution of Credits; (vi) damage to the property, including but not limited to loss of data or corruption; (vii) errors, mistakes or inaccuracies of any kind in the Credits; and (ix) changes made by ScrollX in its services, features or products.

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c. Maintenance and Service Interruptions

You acknowledge that the use of website/Services may be halted due to maintenance and would not be considered as breach of this Agreement. ScrollX would endeavour, however, does not assure or guarantee, that all maintenance will be carried outside business hours.

 

You agree and acknowledge that being a complex software and nascent technology, ScrollX gives no warranty or representation that the Services/Credits will be wholly free from bugs, defects & errors. You further agree and acknowledge that in this modern age of technology, software’s are never entirely free from security vulnerabilities, as such ScrollX gives no warranty or representation that the Services/Credits will be entirely secure.

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Out of abundant caution, it is hereby clarified that any planned or unplanned downtime caused directly or indirectly by any of the following events shall not be considered a breach of this Agreement: 

  1. any breach by you of terms and conditions of this Agreement; or

  2. occurrence of any Force Majeure Event; or

  3. due to failure or fault of telecommunication network or internet; or

  4. Maintenance carried out by ScrollX.

9. INDEMNIFICATION

You (“Indemnifying Party”) agrees to indemnify, defend, and hold ScrollX, its promoters, directors, agents, and employees (each, an “Indemnitee” and collectively, the “Indemnitees”) harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, judgments including reasonable attorneys’ fees, costs, and expenses incidental thereto, arising out of or relating to your negligence, breach of this Agreement, violation of any law or right, and infringement of third party’s Intellectual Property rights. It is expressly agreed to between you and ScrollX that ScrollX will not be responsible for causes or actions brought forth by a third party due to availment of Services/Credits by you.  You agree to indemnify and hold ScrollX and its owners, promoters, and employees etc. harmless to the fullest extent allowed by Applicable Law regarding all matters related to or arising out of your submission of the User Content.       

10. TERM AND TERMINATION

a. Effective Period And Duration Of Terms

These Terms shall take effect the first time you access the Service and shall continue in full force and effect until you have a paid account with ScrollX till the expiration or termination of your account.

 

b. ScrollX's Enforcement Measures for Violations

If ScrollX, in its reasonable discretion, determines that you or your use of the Service, your User Content, or your Designs violate these Terms, including but not limited to, the Section entitled ‘Restrictions on Use of the Service’, ScrollX may take one or more of the following actions: (i) delete the prohibited User Content or Designs; (ii) suspend your access to the Service; (iii) terminate and delete your account along with all Designs and User Content associated with that account (iv) permanently ban you from using the Service; and/or (v) disclose the prohibited User Content or Designs to appropriate government authorities.

 

c. Right to Revoke License and Finality of Decision

ScrollX reserves the unilateral right to revoke your licence to the Credits if ScrollX determines that you have generated/used the Credits or the Services in violation of the terms and conditions of this Agreement OR determine/any third party alleges that the use of Services or the Credits infringes any person’s Intellectual Property rights. You, wilfully and without any coercion, duress or undue influence, agree & acknowledges that the decision of ScrollX in revoking your licence to the Credits will be final and binding on you and you shall not contest/challenge/appeal the said decision in any court, tribunal, arbitration or any other forum.

 

d. Account Expiration And Termination

Upon any expiration or termination of your account, you must cease using the Service. You will lose access to your Designs, User Content, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after expiration or termination of your account. User Content included in any shared Design will continue to be available within that Design even after the expiration of your account. Unless your account is terminated due to a Violation, you can download or export your User Content and Designs using the functionality of the Service prior to the expiration or termination of your subscription. If your account has been terminated due to a Violation, you may not create a new account on any ScrollX Service unless you receive ScrollX’s written permission.

11. GENERAL

a. Entire Agreement

These Terms constitutes the entire agreement on the matters specified herein, and supersedes all prior oral and written understandings, between you and ScrollX regarding the subject matter hereof. Any modification or addition or amendment to these Terms shall be caused by ScrollX without the obligation of prior disclosure/notice to you. You are expected to visit these Terms on a regular basis to ascertain changes & amendments, if any.

 

b. Notice & Communication

You authorize ScrollX to use the contact information provided by you while making an account on the website, to provide you with important communication/notices at its sole discretion.

 

c. Waiver

If ScrollX fails to enforce any right or remedy available under this Agreement, that failure will not be construed as a waiver of any right or remedy with respect to any other breach or failure by the other Party.

 

d. No Agency

Nothing in these Terms shall deem to confer any agency, joint venture, partnership, employee-employer, or franchisor-franchisee relationship between you and ScrollX.

 

e. Severability

If any portion of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that provision of the Agreement will be amended to achieve as nearly as possible the intent of you and ScrollX, and the remainder of this Agreement will remain in full force and effect.

 

f. Modification to these Terms

ScrollX retains the right to modify these Terms (including any referenced policies) at its discretion. The latest version of these Terms will be available on our official website. If there are changes that we determine, at our sole discretion, will materially impact your rights or your use of the Service, ScrollX will provide you with reasonable advance notice. This notice may be delivered through the Service and/or via email to the address linked to your account. Your continued use of the Service following the implementation of revised Terms constitutes your acceptance and agreement to be bound by the updated Terms.

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g. Changes to the Service

ScrollX reserves the right to enhance, modify, or discontinue features or functionality within the Service at its discretion. This may include changes to credits limit or the removal of certain features. In the event of Service discontinuation, if you are subscribed to a paid account, ScrollX shall either migrate you to a substantially similar service (if available) or provide a pro-rata refund for the remaining subscription period if an alternative service cannot be offered.

 

h. Governing Law And Dispute Resolution

  1. These Terms (including the Privacy Policy) shall be governed by and interpreted and in accordance with the laws of India. The courts at Bhopal, Madhya Pradesh, India shall have exclusive jurisdiction to entertain any dispute that may arise between you and ScrollX related to this Agreement

  2. In the event of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be first settled amicably by you and ScrollX.

  3. If you and ScrollX are unable to resolve the dispute within a period of 60 (sixty) days from the date of such reference, the dispute shall be referred to and finally reserved by an arbitral tribunal that shall comprise of three (3) arbitrators. Both you and ScrollX shall appoint one arbitrator each and the two arbitrators shall appoint the Chairman-arbitrator of the Arbitral Tribunal. The Arbitration shall be conducted in English language in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996, or its statutory amendments thereof. The award passed by the arbitrators shall be final and binding on you and ScrollX.

  4. The costs of arbitration shall be borne in equal proportions by you and ScrollX. The seat/place/venue of arbitration shall be at such place in India as mutually agreed upon by you and ScrollX.

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