Terms and Conditions

1) Acceptance of Terms

These Terms, together with any order forms, feature-specific terms, policies (including our Privacy Policy), and documentation referenced in them (collectively, the “Agreement”), constitute the entire agreement between you and Ellwood Bristol regarding your use of the Services and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, except where a separate signed agreement expressly states otherwise.

If you continue to use the Services after we post updated Terms, you are deemed to have accepted them. If you do not agree to any updates, you must stop using the Services.

2) Eligibility; Accounts

You must be at least the age of majority in your place of residence (or have the consent and supervision of a parent or legal guardian) to use the Services. The Services are primarily designed for professional creators, production teams, and organizations.

You agree to provide accurate, current, and complete information when creating an account and to keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us promptly if you suspect unauthorized access or use of your account.

3) Intellectual Property; Ownership

All materials and content made available through the Services (other than Your Content and Outputs as defined below), including software, user interfaces, designs, text, graphics, logos, icons, photographs, illustrations, videos, audio, tutorials, workflows, documentation, and compilations (collectively, the “Company Content”), are protected by Canadian and foreign copyright, trademark, and other laws. Company Content is owned by Ellwood Bristol, its licensors, or its partners.

“Reactivid” and associated logos, names, and marks are trademarks or trade names of Ellwood Bristol. Other product or company names, including Adobe After Effects and DaVinci Resolve, may be trademarks of their respective owners. Reference to third-party products or services does not imply endorsement, sponsorship, or affiliation.

Except as expressly permitted in these Terms, you may not copy, modify, distribute, sell, lease, publicly perform, publicly display, or create derivative works of the Company Content or any part of the Services without our prior written consent.

4) License to Use the Services

Subject to your continued compliance with these Terms, Ellwood Bristol grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to:

• access and use the Services for your internal or personal use; and
• view and download or export outputs generated through the Services (“Outputs”) for uses permitted by law and these Terms.

No other rights or licences (express or implied) are granted under any patent, trademark, copyright, or other proprietary right of Ellwood Bristol or any third party. We may suspend or terminate this licence at any time as described in Section 11.

5) Your Content, AI Outputs & Feedback

As between you and Ellwood Bristol, you retain any rights you have in the scripts, prompts, media, project files, and other content you submit to or process through the Services (“Your Content”).

5.1 Your Content

By submitting or uploading Your Content to the Services, you represent and warrant that: (a) you have all necessary rights, licences, and permissions to do so; (b) Your Content, and our use of it as described in these Terms, will not infringe or violate the rights of any third party or any applicable law; and (c) Your Content complies with the Acceptable Use provisions in Section 10.

You grant Ellwood Bristol a worldwide, non-exclusive, royalty-free licence (with the right to sublicense to our service providers) to host, store, process, reproduce, modify, adapt, and otherwise use Your Content solely:

• to provide, maintain, secure, and improve the Services;
• to generate Outputs and related artifacts at your direction (for example, voiceovers, captions, storyboards, timing metadata, and export files); and
• to comply with law and enforce our rights under these Terms (for example, investigating misuse or responding to legal requests).

5.2 AI Outputs

When you use the Services to generate AI-assisted content (such as scripts, timing suggestions, or voiceovers), the resulting Outputs are generated based on Your Content, configuration, and model behaviour. Subject to your compliance with these Terms and any applicable third-party licence terms, Ellwood Bristol assigns to you any rights we may have in Outputs as between you and us, to use, reproduce, and exploit Outputs for your purposes.

You are solely responsible for reviewing and vetting Outputs before using them in production or publishing them. Outputs may be inaccurate, incomplete, or inappropriate, and should not be relied upon as a substitute for professional judgment or human review.

5.3 Feedback

If you provide suggestions, comments, or other feedback about the Services (“Feedback”), you grant Ellwood Bristol a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate such Feedback into our products and services without obligation or compensation to you.

6) AI Behaviour, Model Providers & No Professional Advice

Reactivid uses AI and machine learning models (which may be hosted by us or by third-party providers) to assist with scripting, timing, voiceovers, and related tasks. You understand and agree that:

• AI models may produce incorrect, biased, or unexpected results, and may not be appropriate for all use cases.
• You are responsible for independently evaluating Outputs and ensuring they meet your requirements, including legal, regulatory, and editorial standards.
• Unless expressly agreed in writing, the Services and Outputs do not constitute legal, financial, medical, or other professional advice.

We may use reputable third-party AI providers to process certain requests. Such providers act as our service providers and are contractually restricted from using Your Content for their own purposes, except as necessary to provide their services to us or as otherwise described in the Privacy Policy.

7) Plans, Fees & Payment

Access to some or all features of the Services may require a paid subscription or usage-based fees (“Fees”). If you purchase a subscription or paid feature, you agree to pay all applicable Fees and taxes, using a valid payment method accepted by our payment processor.

Billing terms, renewal periods, cancellation rights, and any trial periods will be described at the point of purchase or in the applicable order form. Unless stated otherwise, subscriptions automatically renew at the then-current rates until cancelled in accordance with the instructions provided in your account or order form.

Except as required by law or expressly stated otherwise, Fees are non-refundable. We may change our pricing or introduce new charges, but will not retroactively change Fees for a current, already-paid term.

8) Privacy & Data Protection

Our collection, use, and disclosure of personal information through the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and understand the Privacy Policy.

If you share personal information of others with us (for example, collaborators, clients, or talent), you represent that you have the necessary authority and legal basis to do so and to permit our processing consistent with these Terms and the Privacy Policy.

9) Children & Age Restrictions

The Services are not intended for children under 13. You may not create an account or use the Services if you are under 13. If you are at least 13 but under the age of majority where you live, you may use the Services only with the consent and supervision of a parent or legal guardian, and only if such use is permitted by applicable law.

We do not knowingly collect personal information from children under 13. If you believe we may have collected information from a child, please contact us using the information in Section 16.

10) Acceptable Use

You agree not to misuse the Services. Without limiting the foregoing, you must not:

• upload, generate, or distribute content that is unlawful, harmful, defamatory, harassing, hateful, discriminatory, or invasive of privacy, or that infringes any intellectual property or other rights of others;
• attempt to reverse engineer, decompile, or derive the source code, models, or underlying algorithms of any part of the Services, except to the extent permitted by law;
• attempt to bypass or circumvent usage limits, rate limits, access controls, or other technical restrictions in the Services;
• use the Services to develop, train, or improve competing products or models in a way that copies, reproduces, or systematically harvests Company Content or model behaviour;
• introduce malware, viruses, or other harmful code into or through the Services, or attempt to gain unauthorized access to any systems, networks, or data;
• use automated scripts, scraping, or data extraction tools to access or collect data from the Services except as expressly permitted by us in writing or by an API agreement; or
• use the Services in violation of any applicable law, regulation, or third-party terms (for example, the terms governing Adobe After Effects or DaVinci Resolve).

We reserve the right (but have no obligation) to review, disable access to, or remove content or projects that we believe violate these Terms, at our sole discretion.

11) Suspension & Termination

We may suspend or terminate your access to the Services, or any portion thereof, at any time with or without notice if we reasonably believe that:

• you have violated these Terms or any applicable law;
• your use of the Services creates risk or possible legal exposure for us or others; or
• we discontinue the Services or any feature as part of a strategic or business decision.

Upon termination or suspension, your right to use the Services will cease immediately. We may, but are not obligated to, provide you with an opportunity to export certain Outputs or project data, subject to applicable law and technical feasibility.

Sections that by their nature should survive termination (including, without limitation, provisions on intellectual property, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution) will continue to apply.

12) Third-Party Services & Links

The Services may integrate with or link to third-party products, services, or websites (for example, NLEs, storage providers, or identity providers). These third parties are independent of Ellwood Bristol and may have their own terms and privacy policies. We are not responsible for the content, practices, or availability of third-party services, and your use of them is at your own risk.

Any mention of or integration with third-party products, including Adobe After Effects and DaVinci Resolve, does not imply endorsement, sponsorship, or affiliation by or with their respective owners.

13) Cookies & Similar Technologies

We may use cookies, local storage, and similar technologies in connection with the Services as described in our Privacy Policy. You can control cookies through your browser settings and other tools; however, disabling certain cookies may affect the functionality of the Services.

14) Disclaimers

THE SERVICES AND ALL COMPANY CONTENT AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ELLWOOD BRISTOL DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR BACKING UP YOUR DATA AND MAINTAINING APPROPRIATE SAFEGUARDS.

15) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ELLWOOD BRISTOL OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16) Indemnification

You agree to indemnify, defend, and hold harmless Ellwood Bristol and its directors, officers, employees, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• your use of the Services or Outputs;
• your breach of these Terms; or
• your violation of any law or the rights of any third party (including intellectual property, privacy, or personality rights).

17) Electronic Documents & Notices

These Terms and any other agreements, notices, or communications provided electronically are deemed to be “in writing” and legally enforceable. You agree that we may provide notices and other communications to you electronically, including via the email address associated with your account or via the Services.

18) General

• Governing law and venue: These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. You agree to the exclusive jurisdiction and venue of the courts located in Ontario, Canada.
• Language: You and Ellwood Bristol have expressly requested that these Terms and all related documents be drawn up in English. Vous et Ellwood Bristol avez expressément demandé que ces modalités ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
• No waiver: Any failure or delay by Ellwood Bristol to enforce a provision of these Terms is not a waiver of that provision or any other provision.
• Assignment: You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets, or by operation of law.
• Force majeure: Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, war, terrorism, labour disputes, internet or utility failures, or government actions.

19) Changes to the Services and Terms

We may modify, suspend, or discontinue all or part of the Services at any time, with or without notice, provided that such changes do not materially deprive you of Services you have already paid for during a then-current subscription term, except as required by law or for security reasons.

We may notify you by email of (i) material changes to these Terms, (ii) material updates to our Privacy Policy, and (iii) security incidents as required by law.

20) Contact & Notices

If you have questions or comments about these Terms, or if you wish to provide any legal notices, you may contact us at:

Related Documents

• Privacy Policy
• Cookies Policy
• U.S. (California) Privacy Notice
• EU/UK GDPR Information