Ingage End User License Agreement (EULA)

REVISED: March 21, 2023

What it says (the short, English version)

We build applications that let you create beautiful, useful digital marketing for your business or just for fun, and this is the license that lets you do that. We are responsible for (and own or license) everything in our apps, from the templates and training tutorials to the underlying technology. You are responsible for everything you put into the apps (text, videos, images, links, etc.) to make your digital marketing elements, even if you get that material from a third party that our app links to directly. It's your content, and our technology.

If you build digital marketing assets and share them from our apps, know that only the recipient of the content can remove it from his or her device. If you receive Ingage content that lets you input information or communicate with its creator, make sure that you trust the creator of the content before providing personal information, as we do not control how creators use such information.

If you have a problem with our apps, email support@ingage.io. We will try to help. But we can't guarantee that any app will work properly at all times, or do what you want it to do.

The Full Version

This End User License Agreement ("EULA") is between you and Scrollmotion, Inc., d/b/a Ingage ("Ingage" or "we" and its derivatives) and governs your use of the application with which this EULA is distributed (the "App"). By using the App, you agree to the terms of this EULA. If you do not agree with the terms, you may not use the App.

BY INSTALLING THE APP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA AND CONSENT TO BE BOUND BY ITS TERMS, AND; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT OR ARE OVER 13 AND HAVE THE CONSENT OF YOUR PARENT OR GUARDIAN. IF YOU DO NOT AGREE TO THIS EULA, DO NOT INSTALL OR USE THE APP (OR DELETE IT IF ALREADY INSTALLED).

If you are using the app as directed by an organization that has contracted with Ingage for access to the App (a "Subscription"), then your use of the App is governed by the Subscription, which will control if there are any conflicts with the following terms.

1. Parties

   1. This EULA is between you and Ingage. Apple, Inc. ("Apple") is not a party to this EULA. However, if you obtain the App from the Apple App Store, then Apple and its subsidiaries are third party beneficiaries of this EULA and may enforce this EULA against you.
   2. You represent that you are either (i) at least 18 years old (or the age of majority in the jurisdiction where you are using the App) and agree to be bound by this EULA; or (ii) under the age of majority and have obtained verifiable consent from a parent or legal guardian to use the App. If you are a parent or legal guardian consenting to your child's use of Ingage, you are bound by this EULA with respect to such use.

2. Limited License

   1. Ingage grants you a limited, non-exclusive, non-transferable, revocable license to use the App solely for your internal business or personal, non-commercial purposes in accordance with the documentation available at https://www.ingage.io/support/ (the "Documentation"). You may only use the App on devices that you own or control and in the case of Apple devices you may use the App as permitted by the App Store Terms of Service. You must remove the App before selling your device.
   2. Except as permitted by this EULA or by Apple's usage rules with respect to Apple devices you own, you may not, directly or indirectly: (i) modify or create derivative works of the App; (ii) decompile, reverse engineer, or translate any portion of the App into human-readable form (except to the extent expressly allowed by applicable law); (iii) rent, lease, share, distribute, or sell the App to any third party, including on a service bureau or similar basis; (iv) remove, alter or deface proprietary notices or marks in the App; (v) disclose the results of testing or benchmarking of the App; (vi) circumvent or disable the App's security, copyright protection, or license management mechanisms, (vii) interfere with the App's operation; (viii) use the App to violate the law or the rights of any third party; or (ix) attempt to do any of the foregoing. We may suspend your account if we reasonably believe that you are in violation of this Section.
   3. The App is licensed, not sold, to you. Except for the limited license granted above, Ingage retains all interests in the App and its underlying technology, including all related intellectual property rights. Ingage, and not Apple, is responsible for the investigation, defense, settlement, and discharge of claims by third parties that any element of the App infringes their intellectual property.

3. Content

   1. As between you and Ingage, You are solely responsible for all content you upload to the App ("Your Content"), including any Third Party Content (as defined below) in the process of creating marketing materials or other content with the App and the distribution of such materials incorporating Your Content. You grant Ingage a limited, nonexclusive right to access, store, publish, and otherwise use Your Content solely in connection with your use of Ingage. Except for the limited license granted to Ingage in the prior sentence, you retain all right, title and interest in and to, and all responsibility and liability for, Your Content.
   2. You may not use the App to transmit, store, display, or distribute content that is illegal, harmful, or offensive, including content that is defamatory, obscene, abusive, invasive of privacy, infringes the rights of third parties, or pornographic. We may suspend your account if we reasonably believe that you are in violation of this Section. If you use the App to store, transmit, collect or otherwise process information that can be used to identify individuals ("Personal Information"), you are responsible for complying with all regulations applicable to the retention and management of such Personal Information, including the "right to be forgotten" and other similar legal principles. If you collect, retain, store, or otherwise process the Personal Information of residents or citizens of the European Economic Area (the "EEA"), you agree that, as between you and Ingage, you are the "Controller" of such information for the purposes of the General Data Protection Regulation ("GDPR"), and Ingage is the "Processor" of such information, and you hereby grant Ingage permission to process such EU Personal Information for the purposes of providing the services offered by the App, and acknowledge that in providing such services, Personal Information of EU residents or citizens may be transferred to jurisdictions outside the EEA, and may be shared with Amazon Web Services, which functions as a subprocessor if information for Ingage for the purposes of the GDPR.
   3. Ingage does not review Your Content as a matter of course, but may access it as required to respond to legal process, in connection with the maintenance and upkeep of the App and its underlying systems and infrastructure, in response to third party complaints, including as set forth in "Infringement" below, and to verify compliance with the terms of this EULA. We may suspend access to or remove Your Content in such situations, and take whatever other actions we deem appropriate.
   4. You acknowledge that by using the App to view content made by others, you may be exposed to content that you may consider offensive, indecent or objectionable. If you believe that any content presented to you through the App infringes a third party copyright, trademark, or other intellectual property right, you may report the infringement as set forth in "Infringement" below.
   5. Creators and distributors of content created with the App are given tools that may let you, as the recipient of their content, provide your information or contact them through the App. Because Ingage does not have full control over how creators build and use the content created with our App, we cannot warrant that your information will be properly handled by them. Be sure you trust the creator of a particular piece of content created with the App before submitting Personal Information.
   6. You will indemnify Ingage from all losses, damages, costs (including reasonable attorney's fees) and expenses awarded by a court or agreed upon in settlement ("Losses"), arising out of third party allegations that Your Content violates any laws or infringes any intellectual property rights of such third party and you represent and warrant to Ingage that Your Content will not infringe the rights of any third party. You will also indemnify Ingage from and against any and all Losses incurred by Ingage resulting from any action by a third party (a) that any intellectual property rights or other right of any person is or will be infringed, misappropriated, or otherwise violated by any (i) use or combination of any content you select for use from the App with any hardware, software, system, network, service, or other matter whatsoever that is neither provided by Ingage nor authorized by Ingage; and (ii) information, materials, or technology directly or indirectly provided by You or directed by You to be installed, combined, integrated, or used with, as part of, or in connection with the content you select for use from the App; (b) relating to facts that, if true, would constitute a breach by You of any representation, warranty, covenant, or obligation under this EULA; or (c) relating to negligence, abuse, misapplication, misuse or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of You with respect to the content you select for use from the App.
   7. All feedback regarding the App that you provide, whether via the help site, contacting support, or through any other means, is Ingage property. Personal information included in such feedback will be handled in accordance with our Privacy Policy. Ingage is free to implement any suggestions for improvements to the App included in such feedback with no obligation to you.

4. Third Party Material

   1. Ingage may make content from third parties ("Third Party Content") available for incorporation into digital marketing built with the App, and the App may link directly to Third Party Content for your convenience. You are responsible for complying with the terms of use of any providers of such Third Party Content in connection with Ingage, including with respect to any Third Party Content made available under the Creative Commons 0 ("CC0") license. Ingage is not responsible for the accuracy or completeness of Third Party Content.
   2. Certain items of code provided with or accessed via the App are subject to "open source" or "free software" licenses ("OSS"), a list of which is available in the Documentation as required by such licenses. OSS is not subject to these Terms, except for this Section and the "Disclaimer" below. Instead, each item of OSS is licensed under the terms of the license that accompanies such OSS.

5. Infringement

   1. Ingage respects the intellectual property rights of others and we expect our users to do the same. If you are a copyright owner and believe a user of the App is infringing your copyright or the copyright of any third party, please notify our designated copyright agent in writing at the following address: Attn: Legal, 37 S. Main Street Yardley, PA 19067 or via email legal@ingage.io
   2. Each party shall promptly notify the other party in writing of any action for which such party believes it is entitled to be indemnified pursuant to this EULA. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such action, the Indemnitee shall have the right, but no obligation, to defend against such action, including settling such action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section will not relieve the Indemnitor of its obligations under this Section, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
   3. We may remove Content alleged to be infringing from the systems that Ingage operates on and terminate the right to use our Apps by any user who infringes the intellectual property rights of another person or entity, in each case without prior notice and at our sole discretion.

6. Maintenance and Support

   1. Help, release information, and release notes are built directly into the App. For additional assistance please email support@ingage.io, and we will do our best to respond promptly.
   2. Ingage is responsible for addressing any claims you make relating to the App or its use, including: (i) any product liability claim; (ii) any claim that the App fails to conform to applicable legal or regulatory requirements; and (iii) any claim arising under consumer protection or similar legislation. Nothing in this EULA will be deemed an admission that you may have such claims.
   3. Ingage will employ industry-standard technical, logical, and physical security measures and practices for the App and any Ingage systems on which Your Content is stored or processed designed to preserve the security and integrity of, and prevent unauthorized access to, the App and Your Content.

7. Collection and Use of Your Information

   1. You acknowledge that when you download, install, or use an App, Ingage may use automatic means (including, for example, web cookies) to collect information about your device and about your use of the App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the App or certain of its features or functionality, and the App may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with Ingage is subject to our Privacy Policy.
   2. Ingage may collect and use information about your use of the App, including certain types of information about your device. Ingage may use this information in a form that does not personally identify you, to measure the use and performance of the App.
   3. By downloading, installing, using, and providing information to or through the App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
   4. Ingage does not knowingly collect, solicit, or allow the processing of sensitive personal data via the App, such as data that may qualify as a special category of data under the GDPR, which is defined as personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic or biometric data processed for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation (collectively, "Sensitive Data"). You may not use the App to process special categories of data. Using the App to process special categories of data in violation of this section may result in the termination of your rights to use the App.

8. Disclaimer

   1. THE APP IS MADE AVAILABLE ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
   2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INGAGE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, RELATED TO YOUR USE OR INABILITY TO USE THE APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INGAGE DOES NOT WARRANT THAT THE APP WILL BE ERROR-FREE OR AVAILABLE ON AN UNINTERRUPTED BASIS.

9. Beta and Test Users

   You may have the opportunity to use "beta", "test", "pre-release" or other non-commercially available versions of the App or certain of its features. All such use is (i) voluntary, requiring you to opt-in for access to such features or versions, and (ii) entirely at your risk. Ingage disclaims all liability to the maximum extent allowed by law for your use of such versions and may revoke access to such versions or features without notice.

10. Legal

    1. You may not use or otherwise export or re-export Ingage except as authorized by United States law and the laws of the jurisdiction in which Ingage was obtained. In particular, but without limitation, Ingage may not be exported or re-exported (i) into any U.S.-embargoed countries or (ii) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using Ingage, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the App for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
    2. The App and the documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.
    3. You will comply with all laws applicable to your use of the App, including export control laws related to Your Content. This EULA and all matters relating to your use of the App, including any disputes, will be governed by the substantive laws of the United States and the State of New York, without regard to conflicts of law principles that might require a different result. You consent to arbitration of any claims arising out of this EULA or your use of Ingage, which arbitration will occur in New York, New York, before a single arbitrator, using the American Arbitration Association expedited procedures for commercial disputes.

11. Ingage's Copyright Infringement Policy

    Ingage takes claims of copyright infringement seriously. Ingage will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the App infringe your copyright, you may request removal of those materials (or access to them) from the App by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

    • Your physical or electronic signature.
    • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the App, a representative list of such works.
    • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
    • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
    • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
    • A statement that the information in the written notice is accurate.
    • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

    Our designated copyright agent to receive DMCA Notices is:

    Dean Curtis
    Scrollmotion, Inc. d/b/a Ingage
    37 S. Main Street Yardley, PA 19067, United States
    (212) 608-9146
    legal@ingage.io

    If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

    Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

    If you believe that material you posted on the App was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a "Counter Notice") by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

    • Your physical or electronic signature.
    • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
    • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
    • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
    • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the App may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

    The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

    Please be aware that if you knowingly materially misrepresent that material or activity on the App was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

    It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

12. Contact Us.

    If you have any questions or suggestions about this EULA, please email support@ingage.io or write to "Customer Service" at Ingage, Inc. 37 S. Main Street, Yardley, PA 19067. Our phone number is (212) 608-9146.