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Privacy Policy

Effective: May 3, 2023

What this policy covers

Your privacy is important to us, and so is being transparent about how we collect, use, and share information about you.

This Privacy Policy covers the information we collect about you when you use our products or services, or otherwise interact with us, unless a different policy is displayed. Celtx, we and us refers to Celtx Inc. and any of our corporate affiliates. We offer a wide range of products, including our cloud, desktop and mobile products. We refer to all of these products, together with our other services and websites as "Services" in this policy.

This policy also explains your choices about how we use information about you. Your choices include how you can object to certain uses of information about you and how you can access and update certain information about you. If you do not agree with this policy, do not access or use our Services or interact with any other aspect of our business.

Where we provide the Services under contract with an organization (for example your employer) that organization controls the information processed by the Services. For more information, please see Notice to End Users below.

What information we collect about you

We collect information about you when you provide it to us, when you use our Services, and when other sources provide it to us, as further described below.

Information you provide to us

We collect information about you when you input it into the Services or otherwise provide it directly to us.

Account and Profile Information: We collect information about you when you register for an account, create or modify your profile, set preferences, sign-up for or make purchases through the Services. For example, you provide your contact information and, in some cases, billing information when you register for the Services. You also have the option of adding a display name, profile photo, job title, and other details to your profile information to be displayed in our Services. We keep track of your preferences when you select settings within the Services.

Content you provide through our products: The Services include the Celtx products you use, where we collect and store content that you post, send, receive and share. This content includes any information about you that you may choose to include. Content also includes the files you upload to the Services.

Content you provide through our websites: The Services also include our websites owned or operated by us. We collect other content that you submit to these websites, which include social media or social networking websites operated by us. For example, you provide content to us when you provide feedback or when you participate in any interactive features, surveys, contests, promotions, sweepstakes, activities or events.

Information you provide through our support channels: The Services also include our customer support, where you may choose to submit information regarding a problem you are experiencing with a Service. Whether you designate yourself as a technical contact, open a support ticket, speak to one of our representatives directly or otherwise engage with our support team, you will be asked to provide contact information, a summary of the problem you are experiencing, and any other documentation, screenshots or information that would be helpful in resolving the issue.

Payment Information: We collect certain payment and billing information when you register for certain paid Services.

Information we collect automatically when you use the Services

We collect information about you when you use our Services, including browsing our websites and taking certain actions within the Services.

Your use of the Services: We keep track of certain information about you when you visit and interact with any of our Services. This information includes the features you use; the links you click on; the type, size and filenames of attachments you upload to the Services; frequently used search terms; and how you interact with others on the Services. We also collect information about the teams and people you work with and how you work with them, like who you collaborate with and communicate with most frequently.

Device and Connection Information: We collect information about your computer, phone, tablet, or other devices you use to access the Services. This device information includes your connection type and settings when you install, access, update, or use our Services. We also collect information through your device about your operating system, browser type, IP address, URLs of referring/exit pages, device identifiers, and crash data. We use your IP address and/or country preference in order to approximate your location to provide you with a better Service experience. How much of this information we collect depends on the type and settings of the device you use to access the Services.

Cookies and Other Tracking Technologies: Celtx and our third-party partners, such as our analytics partners, use cookies and other tracking technologies to provide functionality and to recognize you across different Services and devices.

Information we receive from other sources

We receive information about you from other Service users, from third-party services, from our related companies, and from our business and channel partners.

Other users of the Services: Other users of our Services may provide information about you when they submit content through the Services. We also receive your email address from other Service users when they provide it in order to invite you to the Services. Similarly, an administrator may provide your contact information when they designate you as the billing or technical contact on your company's account.

Other services you link to your account: We receive information about you when you or your administrator integrate or link a third-party service with our Services. For example, if you create an account or log into the Services using your Google credentials, we receive your name and email address as permitted by your Google profile settings in order to authenticate you. You or your administrator may also integrate our Services with other services you use, such as to allow you to access, store, share and edit certain content from a third-party through our Services. For example, you may authorize our Services to access, display and store files from a third-party document-sharing service within the Services interface. Or you may authorize our Services to connect with a third-party calendaring service so that your meetings and connections are available to you through the Services. The information we receive when you link or integrate our Services with a third-party service depends on the settings, permissions and privacy policy controlled by that third-party service. You should always check the privacy settings and notices in these third-party services to understand what data may be disclosed to us or shared with our Services.

How we use information we collect

How we use the information we collect depends in part on which Services you use, how you use them, and any preferences you have communicated to us. Below are the specific purposes for which we use the information we collect about you.

To provide the Services and personalize your experience: We use information about you to provide the Services to you, including to process transactions with you, authenticate you when you log in, provide customer support, and operate and maintain the Services. Our Services also include tailored features that personalize your experience, enhance your productivity, and improve your ability to collaborate effectively with others by automatically analyzing the activities of your team to provide search results, activity feeds, notifications, connections and recommendations that are most relevant for you and your team. We also use information about you to connect you with other team members seeking your subject matter expertise. We may use your email domain to infer your affiliation with a particular organization or industry to personalize the content and experience you receive on our websites. Where you use multiple Services, we combine information about you and your activities to provide an integrated experience, such as to allow you to find information from one Service while searching from another or to present relevant product information as you travel across our websites.

For research and development: We are always looking for ways to make our Services smarter, faster, secure, integrated, and useful to you. We use collective learnings about how people use our Services and feedback provided directly to us to troubleshoot and to identify trends, usage, activity patterns and areas for integration and improvement of the Services. In some cases, we apply these learnings across our Services to improve and develop similar features or to better integrate the services you use. We also test and analyze certain new features with some users before rolling the feature out to all users.

To communicate with you about the Services: We use your contact information to send transactional communications via email and within the Services, including confirming your purchases, reminding you of subscription expirations, responding to your comments, questions and requests, providing customer support, and sending you technical notices, updates, security alerts, and administrative messages. We send you email notifications when you or others interact with you on the Services. We also provide tailored communications based on your activity and interactions with us. For example, certain actions you take in the Services may automatically trigger a feature or third-party app suggestion within the Services that would make that task easier. We also send you communications as you onboard to a particular Service to help you become more proficient in using that Service. These communications are part of the Services and in most cases you cannot opt out of them. If an opt out is available, you will find that option within the communication itself or in your account settings.

To market, promote and drive engagement with the Services: If you are a student we do not use your contact information or information about how you use the Services to send promotional communications to you. If you are not a student, we may use your contact information or information about how you use the Services to send promotional communications to you, in which case these communications are aimed at driving engagement and maximizing what you get out of the Services, including information about new product offers, new features, survey requests, promotions, newsletters, contests, and events we think may be of interest to you. You can control whether you receive these communications as described below under "Opt-out of communications."

Customer support: We use your information to resolve technical issues you encounter, to respond to your requests for assistance, to analyze crash information, and to repair and improve the Services.

For safety and security: We use information about you and your use of the Service to verify accounts and activity, to monitor suspicious or fraudulent activity and to identify violations of Service policies.

To protect our legitimate business interests and legal rights: Where required by law or where we believe it is necessary to protect our legal rights, interests and the interests of others, we use information about you in connection with legal claims, compliance, regulatory, and audit functions, and disclosures in connection with the acquisition, merger or sale of a business.

With your consent: We use information about you where you have given us consent to do so for a specific purpose not listed above. For example, we may publish testimonials or featured customer stories to promote the Services, with your permission.

Legal bases for processing (for EEA users):

If you are an individual in the European Economic Area (EEA), we collect and process information about you only where we have legal bases for doing so under applicable EU laws. The legal bases depend on the Services you use and how you use them. This means we collect and use your information only where:

  • We need it to provide you the Services, including to operate the Services, provide customer support and personalized features and to protect the safety and security of the Services;
  • It satisfies a legitimate interest (which is not overridden by your data protection interests), such as for research and development, to market and promote the Services and to protect our legal rights and interests;
  • You give us consent to do so for a specific purpose; or
  • We need to process your data to comply with a legal obligation.

If you have consented to our use of information about you for a specific purpose, you have the right to change your mind at any time, but this will not affect any processing that has already taken place. Where we are using your information because we or a third party (e.g. your employer) have a legitimate interest to do so, you have the right to object to that use though, in some cases, this may mean no longer using the Services.

How we share information we collect

We make collaboration tools, and we want them to work well for you. This means sharing information through the Services and with certain third parties. We share information we collect about you in the ways discussed below, including in connection with possible business transfers, but we are not in the business of selling information about you to advertisers or other third parties.

Sharing with other Service users

When you use the Services, we share certain information about you with other Service users.

For collaboration: You can create content, which may contain information about you, and grant permission to others to see, share, edit, copy and download that content based on settings you or your administrator (if applicable) select. Some of the collaboration features of the Services display some or all of your profile information to other Service users when you share or interact with specific content.

Managed accounts and administrators: If you register or access the Services using an email address with a domain that is owned by your employer or organization, and such organization wishes to establish an account or site, certain information about you including your name, profile picture, contact info, content and past use of your account may become accessible to that organization’s administrator and other Service users sharing the same domain. If you are an administrator for a particular site or group of users within the Services, we may share your contact information with current or past Service users, for the purpose of facilitating Service-related requests.

Community Forums: Our websites offer publicly accessible blogs, forums, and issue trackers. We have disabled the ability to make comments.

Sharing with third parties

We share information with third parties that help us operate, provide, improve, integrate, customize, support and market our Services. For a complete list of these third parties, the data categories we share with them, and the purposes of processing, please refer to the Celtx Subprocessor Notice.

Service Providers: We work with third-party service providers to provide website and application development, hosting, maintenance, backup, storage, virtual infrastructure, payment processing, analysis and other services for us, which may require them to access or use information about you. If a service provider needs to access information about you to perform services on our behalf, they do so under close instruction from us, including policies and procedures designed to protect your information.

Celtx Partners: We work with third parties who provide consulting, sales, and technical services to deliver and implement customer solutions around the Services. We may share your information with these third parties in connection with their services, such as to assist with billing and collections, to provide localized support, and to provide customizations.

With your consent: We share information about you with third parties when you give us consent to do so. For example, we often display personal testimonials of satisfied customers on our public websites. With your consent, we may post your name alongside the testimonial.

Compliance with Enforcement Requests and Applicable Laws; Enforcement of Our Rights: In exceptional circumstances, we may share information about you with a third party if we believe that sharing is reasonably necessary to (a) comply with any applicable law, regulation, legal process or governmental request, including to meet national security requirements, (b) enforce our agreements, policies and terms of service, (c) protect the security or integrity of our products and services, (d) protect Celtx, our customers or the public from harm or illegal activities, or (e) respond to an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person.

Sharing with affiliated companies

We share information we collect with affiliated companies and, in some cases, with prospective affiliates. Affiliated companies are companies owned or operated by us. The protections of this privacy policy apply to the information we share in these circumstances.

Celtx companies: We share information we have about you with other Celtx corporate affiliates in order to operate and improve products and services and to offer other Celtx affiliated services to you.

Business Transfers: We may share or transfer information we collect under this privacy policy in connection with any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company. You will be notified via email and/or a prominent notice on the Services if a transaction takes place, as well as any choices you may have regarding your information.

How we store and secure information we collect

Information storage and security

We use data hosting service providers in the United States to host the information we collect, and we use technical measures to secure your data.

While we implement safeguards designed to protect your information, no security system is impenetrable and due to the inherent nature of the Internet, we cannot guarantee that data, during transmission through the Internet or while stored on our systems or otherwise in our care, is absolutely safe from intrusion by others.

How long we keep information

How long we keep information we collect about you depends on the type of information, as described in further detail below. After such time, we will either delete or anonymize your information or, if this is not possible (for example, because the information has been stored in backup archives), then we will securely store your information and isolate it from any further use until deletion is possible.

Account information: We retain your account information for as long as your account is active and a reasonable period thereafter in case you decide to re-activate the Services. We also retain some of your information as necessary to comply with our legal obligations, to resolve disputes, to enforce our agreements, to support business operations, and to continue to develop and improve our Services. Where we retain information for Service improvement and development, we take steps to eliminate information that directly identifies you, and we only use the information to uncover collective insights about the use of our Services, not to specifically analyze personal characteristics about you.

Information you share on the Services: If your account is deactivated or disabled, some of your information and the content you have provided will remain in order to allow your team members or other users to make full use of the Services. For example, we continue to display messages you sent to the users that received them and continue to display content you provided.

Managed accounts: If the Services are made available to you through an organization (e.g., your employer), we retain your information as long as required by the administrator of your account. For more information, see "Managed accounts and administrators" above.

Marketing information: If you have elected to receive marketing emails from us, we retain information about your marketing preferences for a reasonable period of time from the date you last expressed interest in our Services, such as when you last opened an email from us or ceased using your Celtx account. We retain information derived from cookies and other tracking technologies for a reasonable period of time from the date such information was created.

How to access and control your information

You have certain choices available to you when it comes to your information. Below is a summary of those choices, how to exercise them and any limitations.

Your Choices:

You have the right to request a copy of your information, to object to our use of your information (including for marketing purposes), to request the deletion or restriction of your information, or to request your information in a structured, electronic format. Below, we describe the tools and processes for making these requests. You can exercise some of the choices by logging into the Services and using settings available within the Services or your account. Where the Services are administered for you by an administrator, you may need to contact your administrator to assist with your requests first. For all other requests, you may contact us as provided in the Contact Us section below to request assistance.

Your request and choices may be limited in certain cases: for example, if fulfilling your request would reveal information about another person, or if you ask to delete information which we or your administrator are permitted by law or have compelling legitimate interests to keep. If you have unresolved concerns, you may have the right to complain to a data protection authority in the country where you live, where you work or where you feel your rights were infringed.

Access and update your information: Our Services and related documentation give you the ability to access and update certain information about you from within the Service. For example, you can access your profile information from your account. You can update your profile information within your profile settings and modify content that contains information about you using the editing tools associated with that content.

Deactivate your account: If you no longer wish to use our Services, you or your administrator may be able to deactivate your Services account. If you can deactivate your own account, that setting is available to you in your account settings. Otherwise, please contact your administrator. If you are an administrator and are unable to deactivate an account through your administrator settings, please contact Celtx support. Please be aware that deactivating your account does not delete your information; your information remains visible to other Service users based on your past participation within the Services. For more information on how to delete your information, see below.

Delete your information: Our Services and related documentation give you the ability to delete certain information about you from within the Service. For business users that are part of an organizational team, you may also from within the Service request your administrator delete your information. Please note, however, that we may need to retain certain information for record keeping purposes, to complete transactions or to comply with our legal obligations.

Request that we stop using your information: In some cases, you may ask us to stop accessing, storing, using and otherwise processing your information where you believe we don't have the appropriate rights to do so. For example, if you believe a Services account was created for you without your permission or you are no longer an active user, you can request that we delete your account as provided in this policy. Where you gave us consent to use your information for a limited purpose, you can contact us to withdraw that consent, but this will not affect any processing that has already taken place at the time. You can also opt-out of our use of your information for marketing purposes by contacting us, as provided below. When you make such requests, we may need time to investigate and facilitate your request. If there is delay or dispute as to whether we have the right to continue using your information, we will restrict any further use of your information until the request is honored or the dispute is resolved, provided your administrator does not object (where applicable). If you object to information about you being shared with a third-party app, please disable the app or contact your administrator to do so.

Opt out of communications: You may opt out of receiving promotional communications from us by using the unsubscribe link within each email, or by contacting us as provided below to have your contact information removed from our promotional email list or registration database. Even after you opt out from receiving promotional messages from us, you will continue to receive transactional messages from us regarding our Services.

Send "Do Not Track" Signals: Some browsers have incorporated "Do Not Track" (DNT) features that can send a signal to the websites you visit indicating you do not wish to be tracked. Because there is not yet a common understanding of how to interpret the DNT signal, our Services do not currently respond to browser DNT signals. You can use the range of other tools we provide to control data collection and use, including the ability to opt out of receiving marketing from us as described above.

Data portability: Data portability is the ability to obtain some of your information in a format you can move from one service provider to another. Depending on the context, this applies to some of your information, but not to all of your information. For European Economic Area and UK residents, the EU GDPR and UK GDPR grant you the right to request a portable form of your personal data. For assistance with this, you may contact us as provided in the Contact Us section below.

How we transfer information we collect internationally

International transfers of information we collect

We collect information globally and primarily store that information in the United States and Canada. We transfer, process and store your information outside of your country of residence, to wherever we or our third-party service providers operate for the purpose of providing you the Services. Whenever we transfer your information, we take steps to protect it.

International transfers within the Celtx Companies: To facilitate our global operations, we transfer information to the United States or Canada and allow access to that information from countries in which the Celtx owned or operated companies have operations for the purposes described in this policy. These countries may not have equivalent privacy and data protection laws to the laws of many of the countries where our customers and users are based. When we share information about you within and among Celtx corporate affiliates, we make use of standard contractual data protection clauses, which have been approved by the European Commission.

International transfers to third parties: Some of the third parties described in this privacy policy, which provide services to us under contract, are based in other countries that may not have equivalent privacy and data protection laws to the country in which you reside. When we share information of customers in the European Economic Area or Switzerland, we make use of European Commission-approved standard contractual data protection clauses, binding corporate rules for transfers to data processors, or other appropriate legal mechanisms to safeguard the transfer.

Other important privacy information

Notice to End Users

Many of our products are intended for use by organizations. Where the Services are made available to you through an organization (e.g. your employer), that organization is the administrator of the Services and is responsible for the accounts and/or Service sites over which it has control. If this is the case, please direct your data privacy questions to your administrator, as your use of the Services is subject to that organization's policies. We are not responsible for the privacy or security practices of an administrator's organization, which may be different than this policy.

Administrators are able to:

  • reset your password;
  • restrict, suspend or terminate your access to the Services;
  • access information in and about your account;
  • access or retain information stored as part of your account;
  • install or uninstall third-party apps or other integrations

In some cases, administrators can also:

  • restrict, suspend or terminate your account access;
  • change your information, including profile information;
  • restrict your ability to edit, restrict, modify or delete information

Even if the Services are not currently administered to you by an organization, if you use an email address provided by an organization (such as your work email address) to access the Services, then the owner of the domain associated with your email address (e.g. your employer) may assert administrative control over your account and use of the Services at a later date. You will be notified if this happens.

If you do not want your employer to be able to assert control over your personal account or use of the Services, use your personal email address to register for or access the Services. If you are not currently using your personal email address for an existing account, you can update the email address associated with your account through your account settings. Please note that if you are currently a member of a corporate account controlled by an administrator, changing your email address will not affect the administrator's abilities noted above.

Please contact your organization or refer to your administrator’s organizational policies for more information.

Our policy towards children

We do not knowingly collect personal information from children under 16. If we become aware that a child under 16 has provided us with personal information, we will take steps to delete such information. If you become aware that a child has provided us with personal information, please contact our support services.

Changes to our Privacy Policy

We may change this privacy policy from time to time. We will post any privacy policy changes on this page and, if the changes are significant, we will provide a more prominent notice by adding a notice on the Services homepages, login screens, or by sending you an email notification. We encourage you to review our privacy policy whenever you use the Services to stay informed about our information practices and the ways you can help protect your privacy.

If you disagree with any changes to this privacy policy, you will need to stop using the Services and deactivate your account(s), as outlined above.

Contact Us

Your information is controlled by Celtx Inc. If you have questions or concerns about how your information is handled, please direct your inquiry to Celtx Inc.

Celtx Inc.
Suite 309, 354 Water Street
St. John’s, NL
Canada A1C 1C4
E-Mail: info@celtx.com

Self-serve Web Terms

Welcome to Celtx! The following terms and conditions (this “Agreement”) apply to your use of Celtx’s platform currently available at www.celtx.com (collectively, the “Platform Services”). No other terms will apply unless expressly agreed in writing by Celtx.

“Celtx” refers to Celtx Inc., a Canadian company. You are referred to below as the “Customer”.  You and Celtx hereby agree as follows:

1. Platform Services.  

1.1 Provision of Platform Services. Celtx will provide the Platform Services in accordance with the terms of this Agreement.

1.2 Customer Content. Celtx will maintain reasonable and appropriate administrative, technical, organizational and physical security measures to protect the content uploaded to the Platform Services by Customer (the “Customer Content”).  As between the parties, Customer owns all right, title and interest in and to the Customer Content and Celtx will use and process the Customer Content solely for purpose of providing the Platform Services to Customer. Customer will ensure that Customer has all requisite rights needed to provide the Customer Content to Celtx and to use it in conjunction with the Platform Services.  Celtx may remove any Customer Content based on a third party demand or in the event Celtx believes the Customer Content fails to meet the requirements of this Agreement. Customer acknowledges that it is solely responsible for backing-up all Customer Content and that the Platform Services are not intended to be used for file back-up.

1.3 Use of the Service.  Customer will use the Platform Services only in accordance with the terms of this Agreement and the documentation provided for the Platform Services (including all instructions provided by Celtx, the “Documentation”).  Customer will ensure that Customer’s account information is accurate and complete and will be updated by Customer during the term of the Agreement as needed to maintain accuracy and completeness.  Customer will give access to the Platform Services only to its employees, contractors and project participants for the purpose of working on Customer’s projects using the Platform Services (“Authorized Users”).  Customer will be able to identify each Authorized User given access to the Platform Services and will provide such information to Celtx upon Celtx’s request.  Customer will be solely responsible for all use of the Platform Services under its account, including the acts and omissions of any Authorized Users.  Customer will protect its account against any unauthorized access and will notify Celtx immediately if Customer becomes aware of any unauthorized use, disclosure or other compromise of Customer’s account.

1.4 Restrictions.  Customer will not engage in any activity that violates: (a) any applicable laws, rules and regulations, including all laws pertaining to the export of technology (collectively, “Applicable Laws”); (b) any contractual or other rights of any third parties; or (c) the terms of this Agreement.  Customer will not engage in any activity that disrupts the Platform Services, including by interfering with any security measure or access control or by introducing any computer virus, worm, Trojans, time bomb or other malicious component.  Specifically (and without limiting the foregoing covenants), Customer Content will not in any part violate any Applicable Laws or third party rights.  In addition, Customer Content will not be in any part pornographic, threatening or excessively violent or otherwise inappropriate as determined by Celtx in its discretion.  Customer will not transfer, resell, license or make the Platform Services available to third parties other than Authorized Users.  Customer will not obscure, alter or remove any markings, logos or intellectual property notices or otherwise change the appearance of the Platform Services except as expressly enabled by the Platform Services.  

2. Payment.  

2.1 Fees and Taxes. Customer will pay the fees further described on the Celtx website located here (the “Fees”).  All Fees are non-refundable except as specifically described in Celtx’s Sales Policy located here or as otherwise required by Applicable Law.  The Fees do not include any local, state, federal, VAT or other taxes, levies or duties of any nature.  Customer is responsible for paying all such taxes, excluding taxes based on Celtx’s income.

2.2 Interest and Collection. Celtx will notify Customer of any failure to pay an amount due under this Agreement as described in Section 9.3 (Notices). Commencing thirty days from the applicable due date, Celtx may charge interest on any unpaid amount due to Celtx at the rate of one percent per month, or at the maximum rate permitted by Applicable Law, whichever is lower, from the date such payment was due until the date it is paid.  In the event Celtx pursues collection of any overdue Fees payable hereunder, Customer will reimburse all reasonable third party costs and fees incurred by Celtx in connection with those collection activities.

3. Confidentiality

3.1 Definitions.  “Confidential Information” means information provided to the receiving party (“Receiving Party”) that is designated by the disclosing party (“Disclosing Party”) as “confidential” or “proprietary” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure.  “Confidential Information” does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is in the Receiving Party’s possession prior to receipt from the Disclosing Party; (c) is acquired by the Receiving Party from a third party without breach of a confidentiality obligation; or (d) is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information.  

3.2 Confidentiality Obligations.  Receiving Party will use and disclose Confidential Information solely as contemplated by this Agreement.   Receiving Party will disclose Confidential Information only on a need to know basis only to its employees, contractors or Authorized Users who are bound by obligations of confidentiality at least as strict as those contained in this Section.  Receiving Party will use reasonable care to protect Disclosing Party’s Confidential Information and to prevent unauthorized disclosure of Confidential Information.  Confidential Information is and will remain the exclusive property of the Disclosing Party.  Subject to the terms and conditions of this Agreement, Receiving Party will, upon written request, destroy all copies of the Disclosing Party’s Confidential Information that are in its possession or control other than those copies maintained in system back-ups.  

3.3 Mandated Disclosures.  In the event that Receiving Party is required by Applicable Law to make any disclosure of any of the Confidential Information of Disclosing Party, Receiving Party will first give written notice of such requirement to Disclosing Party to allow Disclosing Party to protect its interests in the Confidential Information.  In such cases, Receiving Party will provide full cooperation and assistance to Disclosing Party in seeking to obtain such protection, at Disclosing Party’s expense.

3.4 Service Feedback.  Notwithstanding any provision in this Agreement to the contrary, Celtx may use, develop and implement any suggestions or other input concerning the Platform Services provided by Customer or any of its users (collectively, “Feedback”) in connection with the development, operation, marketing and sale of the Platform Services, in its discretion and with no compensation to any person providing Feedback.  Customer acknowledges and agrees that Celtx will own all improvements, modifications and other Platform Services developed by Celtx based on Feedback provided by Customer and its users.

4. Indemnification

Customer will defend, indemnify and hold harmless Celtx, its officers, directors and employees against any third party claim, suit or proceeding brought against Celtx, its affiliates, officers, directors, employees, contractors and agents (each, a “Claim”), and will pay any related losses, attorneys’ fees and costs as incurred, arising out of or relating to: (a) Customer’s use of the Customer Content in connection with the Platform Services, (b) any breach of the provisions of Section 1 (Platform Services) by Customer and (c) any and all taxes payable by Customer pursuant to Section 2.1. Celtx will provide written notice of each applicable Claim to Customer in accordance with Section 9.3 (Notices); provided that any failure to reach Customer will not limit Customer’s obligations under this Section 4.  Customer will not agree to any settlement that (a) includes any admission of wrong-doing by Celtx or (b) that does not provide for a full release of all applicable claims against Celtx.  Customer will not settle any Claim without the prior written consent of Celtx, which consent will not be unreasonably withheld.  

5. Disclaimer

Except as expressly provided in this Agreement, the Platform Services and all related products and services are provided “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS”. Any promises contained in this Agreement are in lieu of all other warranties, representations or conditions, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, all of which are expressly disclaimed. Celtx does not represent that the Platform Services will be uninterrupted or error free or that the Platform Services will meet Customer’s requirements. Customer is solely responsible for backing-up all Customer Content and agrees that Celtx will not be liable in any way for any loss of Customer Content. Additionally, Customer acknowledges and agrees that, as a SaaS-based service, the features, functions and interfaces of the Platform Services may change over time.    

6. Limitation of Liability

Under no circumstances and under no legal theory, whether in tort, contract, or otherwise, will Celtx or any of its affiliates be liable for any indirect, special, incidental, consequential or punitive damages or any character, including damages for loss of goodwill, lost profits, lost sales or business, computer failure or malfunction, lost data or any and all other similar damages or losses, even if Celtx (or the applicable affiliate) knew of or should have known of the possibility of such damages.  
Under no circumstances and under no legal theory, whether in tort, contract or otherwise, will Celtx’s liability (or the liability of any applicable affiliate) under this Agreement exceed the amounts paid by Customer in the twelve month period prior to the initial liability claim.

7. Termination

7.1 Term. This Agreement will continue for the subscription period purchased by Customer and will auto-renew for similar periods, unless terminated at the end of the applicable subscription period by either party. Upon notice to Customer, Celtx may change pricing and other terms and conditions for provision of the Platform Services for any up-coming renewal period.

7.2 Termination. Either party may terminate this Agreement in the event of a breach of the terms of this Agreement by the other party, which breach has not been cured within fifteen days of the provision of notice in accordance with Section 9.3 (Notices). In the event of any termination of this Agreement, Celtx will discontinue Customer’s access to the Platform Services and will delete Customer Content within a reasonable period. The provisions of this Section and the following Sections will survive any termination of this Agreement: Section 1.4 (Restrictions), Section 2 (Payment), Section 3 (Confidentiality), Section 4 (Indemnification), Section 5 (Disclaimer), Section 6 (Limitation of Liability) and Section 8 (Governing Law) and Section 9 (General).

7.3 Suspension of Platform Services.  Celtx may suspend the Platform Services in the event of any non-payment of Fees or other breach of this Agreement that is not cured within fifteen days of delivery of notice of the applicable breach to Customer in accordance with Section 9.3 (Notices).  Additionally, notwithstanding any provision herein to the contrary, in the event of any activity by Customer or any of its users that has (or in Celtx’s reasonable assessment is likely to have) an adverse effect on the operation of the Platform Services, Celtx may temporarily suspend the Platform Services with or without notice to Customer.  In such event, Celtx will work with Customer in good faith to remedy the cause of the adverse effect.  

8. Governing Law.  

8.1 For Customers located in North America: This Agreement and any disputes hereunder will be governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any litigation concerning this Agreement will be submitted to and resolved by a court of competent jurisdiction in Wilmington, Delaware.  

8.2 For Customers located outside of North America: This Agreement and any disputes hereunder will be governed by the laws of the United Kingdom, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. The arbitration will be conducted in London, England by a single arbitrator with reasonable experience arbitrating disputes SaaS-based Platform Services offerings.

8.3 Attorneys’ Fees.  The prevailing party in any dispute under this Agreement will be entitled to recover all reasonable attorneys’ fees and costs.  

9. General

9.1 Ownership.  Celtx and its third party licensors will retain all ownership interest in and to the Platform Services and its underlying systems.  Customer’s rights under this Agreement are limited to those expressly stated in herein and no license to any intellectual property of Celtx is granted except as specifically needed to access and use the Platform Services.  Nothing in this Agreement is intended to limit either party’s liability in the event of any misappropriation or infringement of the other party’s intellectual property rights.  

9.2 Marketing.  Subject to any trademark usage guidelines provided by Customer, Celtx may use Customer’s name and logo in any Customer list promoting the Platform Services.  Customer may revoke such consent at any time upon notice to Celtx.  

9.3 Notices.  In the event of any breach of this Agreement (or alleged breach) by Customer, Celtx may send notice of such breach by email to Customer at the email address listed in Customer’s account and such notice will be deemed received on delivery to the email address.  In the event of any breach of this Agreement (or alleged breach) by Celtx, Customer must send its notice using a major overnight delivery service to then-current primary place of business or such other address provided by Celtx.    

9.4 No Assignment.  Customer may not assign or delegate its obligations under this Agreement in whole or in part to any third party without Celtx’s written consent and any assignment without such consent will be deemed null and void.

9.5 Entire Agreement; Modification.  This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes any and all prior communications and agreements whether written or oral concerning the subject matter hereof.  No purchase order or other text that purports to modify or supplement the printed text of this Agreement will add to or vary the terms of this Agreement. Except as expressly provided herein, any modification to this Agreement must be made in writing and signed by an authorized representative of each party.  

9.6 Severability. If any provision of this Agreement is held to be unenforceable, then such provision will be reformed to the extent necessary to make it enforceable, and such holding will not impair the enforceability of the remaining provisions.  

9.7 Waiver.  The failure by a party to exercise any right hereunder or to enforce strict performance of any provision of this Agreement will not waive such party's right to exercise that or any other right in the future.  

Table of Contents

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means Celtx Studio and/or Celtx Gem services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by Celtx from publicly available sources or third party content providers and made available to Customer through the Services, or Beta Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Non-Celtx Studios Application” means a Web-based, mobile, offline or other software application functionality that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You.

“Purchased Services” means Services that You or Your Affiliate purchase, as distinguished from those provided pursuant to a free trial.

“Services” means the products and services that are purchased by You or provided to You under a free trial, and made available online by Us, including associated Celtx Studio and Celtx Gem offline or mobile components. “Services” exclude Content and Non-Celtx Studios Applications.

“User” and “Seat” means an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

“We,” “Us” or “Our” means the Celtx Inc. company.

“You” or “Your” means you or the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company.

“Your Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-Celtx Studio Applications.

2. FREE TRIAL

Each Contributor hereby grants You a world-wide, royalty-free, non-exclusive license:

If You register on Our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

Notwithstanding anything contained in this Agreement, during the Free Trial, and in the event you do not purchase the Services at the end of the Free Trial, any Services are provided “As-Is” without any warranty.

3. OUR RESPONSIBILITIES

3.1. Provision of Purchased Services. We will (a) make the Services available to You pursuant to this Agreement (b) provide applicable support for the Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Celtx Studio Application, or denial of service attack.

3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing.

3.3. Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

3.4. Beta Services. From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Non-Celtx Studio Applications and Content, shall apply equally to Your use of Beta Services. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

4. USE OF SERVICES AND CONTENT

4.1 Subscriptions. Unless otherwise provided, (a) Services and access to Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

4.2 Usage Limits. Services and Content are subject to usage limits. Unless otherwise specified, (a) a quantity refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit.

4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-Celtx Studio Applications with which You use Services or Content. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Celtx Studio Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Celtx Studio Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement or an Order Form, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-Celtx Studio product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement or Order Forms by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.

4.4 External-Facing Services. If You subscribe to a Service for the posting of content on external-facing websites, such use is subject to the policies as may be applicable, and You are solely responsible for complying with applicable law in Your use of any cookies or other tracking technologies.

4.5 Removal of Content. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If You do not take required action in accordance with the above, We may disable the applicable Content and/or Service until the potential violation is resolved.

5. NON-CELTX STUDIO PROVIDERS

5.1. We or third parties may make available third-party products or services, including, for example, Non-Celtx Studio Applications and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-Celtx Studio provider, product or service is solely between You and the applicable Non-Celtx Studio provider. We do not warrant or support Non-Celtx Studio Applications or other Non-Celtx Studio products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Order Form.

5.2. Non-Celtx Studio Applications and Your Data. If You choose to use a Non-Celtx Studio Application with a Service, You grant Us permission to allow the Non-Celtx Studio Application and its provider to access Your Data as required for the interoperation of that Non-Celtx Studio Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-Celtx Studio Application or its provider.

5.3. Integration with Non-Celtx Studio Applications. The Services may contain features designed to interoperate with Non-Celtx Studio Applications. To use such features, You may be required to obtain access to such Non-Celtx Studio Applications from their providers, and may be required to grant Us access to Your account(s) on such Non-Celtx Studio Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Celtx Studio Application ceases to make the Non-Celtx Studio Application available for interoperation with the corresponding Service features in a manner acceptable to Us.

6. FEES AND PAYMENT FOR PURCHASED SERVICES

6.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

6.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

6.3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

6.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice) for billing notices, before suspending services to You.

6.5. Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

6.7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

7. PROPRIETARY RIGHTS AND LICENSES

7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors and Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

7.2. Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms and this Agreement.

7.3. License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-Celtx Studio Applications and program code created by or for You using a Service or for use by You with the Services, as reasonably necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, Non-Celtx Studio Application or such program code.

7.4. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Your data. You consent to the processing of Customer data in the United States. We will comply with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries. In addition, for the purposes of Article 26(2) of Directive 95/46/EC, customers located in the European Union or the European Economic Area may enter into a Data Processing Agreement that includes the Standard Contractual Clauses adopted by the European Commission in order to further provide adequate safeguards with respect to the data processed under this Agreement. You acknowledge that in all cases that We act as the processor of Customer Data and you remain controller of Customer Data for applicable European Union data protection regulations.

7.5. License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

8.2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-Celtx Studio Application Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8.4 Publicity. You grant to Us the right to add Your name and company logo to Our customer list and website.

9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2. Our Warranties. We warrant that during an applicable subscription term (a) this Agreement and the Order Forms will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with this Agreement, and (d) subject to the “Integration with Non-Celtx Studio Applications” section above, We will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10. MUTUAL INDEMNIFICATION

10.1.Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Celtx Studio Warranties” above, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Celtx Studio Application or Your use of the Services in violation of this Agreement or applicable Order Forms.

10.2.Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services or Content in violation of the Agreement, Order Form or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

10.3.Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.

11. LIMITATION OF LIABILITY

11.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

11.2.Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. TERM AND TERMINATION

12.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

12.2.Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.

12.3.Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 12.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

12.5.Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export. After such 30-day period, We will have no obligation to maintain or provide any of Your Data.

12.6.Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Content and Non-Celtx Studio Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.

13. NOTICES, GOVERNING LAW AND JURISDICTION

13.1. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the Province of Ontario without regard to choice or rules of the conflicts of laws, whose Courts shall have exclusive jurisdiction save for any appeal to the Supreme Court of Canada. This Agreement shall be governed without regard to the United Nations Convention on Contracts for the International Sale of Goods and shall exclude the application of the Uniform Computer Information Transactions Act. The venue for any dispute between the parties shall be the appropriate court of Ontario and the parties unconditionally consent to this venue.

13.2.Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.

13.3. No Agency. For the avoidance of doubt, We are entering into this Agreement as principal. Subject to any permitted Assignment under Section 14.4 (Relationship of the Parties), the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.

14. GENERAL PROVISIONS

14.1. Export Compliance. Each party represents that it is not named on any U.S. government denied-party list.

14.2. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. We may amend this Agreement at any time which amended Agreement will be effective immediately on posting unless provided otherwise. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement and (2) the applicable Order Form.

14.3.Assignment. We may assign any of Our rights or obligations hereunder, whether by operation of law or otherwise, without Your prior consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Our assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.4.Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.5.Third-Party Beneficiaries.There are no third-party beneficiaries under this Agreement.

14.6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

14.7.Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Celtx Subprocessor Notice

Effective: May 3, 2023

The below companies are utilized by Celtx throughout its business. For each, the purpose of the processing and the categories of the personal data processed are included below. This list may be updated, from time-to-time. Please see our Privacy Policy for more information.

Third Party Subprocessor

Purpose

Data Processed

Amazon Web Services, Inc.

Cloud hosting and related services

User profile data and work product including name, email address, and optional profile information such as a user photo, plus technical identifying information like IP addresses and session cookie IDs

Google Cloud Platform, Inc.

Business reporting, monitoring, and analysis

A subset of application user data which may include name, email address, and technical identifying information like IP addresses and geolocation data

Mixpanel

Product and marketing analytics

End user and visitor data which may include name and email for registered users, and technical identifying information like browser agent, online identifiers and geolocation data

Jiminny, Inc.

Sales call recording and transcription

Business user video/voice call recordings

Salesforce

Customer relationship management platform

Business user contact information which may include name, email, phone number, order history, and other information provided to us from customer inquiry forms. May include voice recordings from sales calls

Netcore Cloud Pvt. Ltd.

User engagement

End user contact data including email address, name, and technical identifying information like browser agent

Stripe, Inc.

Payment processor

Paying subscriber/customer data including name, email, and order history, and credit card information provided directly to Stripe during ecommerce transactions

Zendesk, Inc.

Customer service platform that supports customer interactions via email, forms, or webchat

Information included by the individual reaching out to Celtx, such as name or email address, and other information that may be included based on the nature of the communication

WalkMe, Inc.

Digital adoption platform for in-app tutorials, surveys, and other user interactions

Email address for authenticated in-app users, and technical identifying information like IP addresses and geolocation data

Google LLC.

Services to support advertising and the measurement of interactions on our sites (Google Ads and Google Analytics)

Site visitor data including technical identifying information such as IP addresses, browser agent,  and geolocation data

Raintank Inc., dba Grafana Labs

Operational monitoring, logging, and observability platform

Log file data which can include IP address, browser agent, and cookie IDs

Subscription Sales Policy  

Subscription Duration:  The Celtx service is offered on a subscription basis.  You can choose a monthly or an annual plan, depending on your project needs.  At the end of each subscription period, your subscription will automatically renew and your credit card will be charged for the upcoming subscription term.  Any subscription can be cancelled as further described in the “Cancellation” section below.  You are responsible for cancelling your subscription (it will not happen automatically).

Billing: When you subscribe for the Celtx service, your chosen plan will be charged to your credit card immediately on purchase of the service.  After that, your credit card will be charged at the beginning of each billing cycle - either annually or monthly depending on the type of subscription you have purchased.  

Cancellation of Monthly Plans:  You may cancel your monthly plan at any time by following the cancellation instructions below.  The cancellation will be effective at the end of the monthly billing cycle during which you properly cancelled the service.  No refunds are provided for cancellation (or non-use) of any monthly plan.

Cancellation and Refunds for Annual Plans (Non-Student Plans):  You may cancel your annual plan by following the cancellation instructions below.  The cancellation will be effective at the end of the annual billing cycle during which you properly cancelled the service.  If you are unsatisfied with your annual subscription for any reason, you may request a pro-rated refund for the unused portion of the current subscription, less a 30-day notice period. If you are issued a refund, your subscription will be cancelled at the end of the 30-day notice period. To request a prorated refund, please email billing@celtx.com.

Cancellation and Refunds for Annual Plans (Student Plans):  You may cancel your student annual plan by following the cancellation instructions below.  The cancellation will be effective at the end of the annual billing cycle during which you properly cancelled the service.  No refunds are provided for cancellation (or non-use) of any student plan regardless of the duration of the plan.  Also to note, the student annual plan is available for a maximum of three consecutive years, after which the account will be deprecated to the free basic service.

Price Changes:  Celtx may modify its prices at any time and will provide active subscription holders at least 30 days’ notice of pricing changes.  New pricing will apply to the next applicable billing cycle (after the 30 days notice period).  Notices will be provided by posting the changes to your Celtx account or by sending you an email notice to the email address listed in your account.  

Cancellation Instructions: As noted above, subscriptions automatically renew.  To cancel your subscription, you’ll need to log in to your account and access ‘Management’, then ‘Plan’. Then scroll down and choose ‘Cancel Plan’. From there, follow the prompts.  Once your subscription is cancelled, your account will deprecate to the Celtx free basic service where you can access your content.

Print Version

Accessibility Conformance Report

WCAG Edition

(Based on VPAT®Version 2.4Rev)

Name of Product/Version: Celtx Studio

Report Date: November 2024

Product Description: Celtx is a SaaS based subscription service that provides a cloud-based mediapre-production software system designed to facilitate the collaborative creative process forscriptwriting, video, film and game design.

Contact Information: legal@backlight.co

Notes: This assessment was performed on the Celtx Studio online application which employs a webbrowser interface.

Celtx is a web based authoring tool used by individuals to create content consisting of text, imagesand other media. All non-text navigational and functional elements are accompanied by textdescriptions. Some non-navigational, non-functional visual elements, such as a user’s contributions may not be accessible to assistive technology.

Evaluation Methods Used: In house assessment based on knowledge of general product functionality using available analytical tools and incorporating feedback from our users.

Applicable Standards/Guidelines

This report covers the degree of conformance for the following accessibility standard/guidelines:

Standard/Guideline Included In Report
Web Content Accessibility Guidelines 2.0 Level A (Yes)
Level AA (Yes)
Level AAA (No )
Web Content Accessibility Guidelines 2.1 Level A (Yes)
Level AA (Yes)
Level AAA (No )

Terms

The terms used in the Conformance Level information are defined as follows:

  • Supports: The functionality of the product has at least one method that meets the criterion without known defects or meets with equivalent facilitation.
  • Partially Supports: Some functionality of the product does not meet the criterion.
  • Does Not Support: The majority of product functionality does not meet the criterion.
  • Not Applicable: The criterion is not relevant to the product.
  • Not Evaluated: The product has not been evaluated against the criterion. This can be used only in WCAG 2.0 Level AAA.

WCAG 2.x Report

Note: When reporting on conformance with the WCAG 2.x Success Criteria, they are scoped for full pages, complete processes, and accessibility-supported ways of using technology as documented in the WCAG 2.0 Conformance Requirements.

Table 1: Success Criteria, Level A

Criteria Conformance Level Remarks and Explanations
1.1.1 Non-text Content (Level A) Partially Supports All non-text navigational and functional elements are accompanied by text descriptions. Some non-navigational, non-functional visual elements, such as a user’s contributions may not be accessible to assistive technology.
1.2.1 Audio-only and Video-only (Prerecorded) (Level A) Supports Training materials available at celtx.com and in celtx video channels are fully closed captioned.
1.2.2 Captions (Prerecorded) (Level A) Supports
1.2.3 Audio Description or Media Alternative (Prerecorded) (Level A) Supports
1.3.1 Info and Relationships (Level A) Partially Supports Certain modules offer the ability to add colored tags, but cannot be read programmatically.
1.3.2 Meaningful Sequence (Level A) Supports
1.3.3 Sensory Characteristics (Level A) Partially Supports Beat Sheet is a visual tool but does not offer an in-app, text-based tutorial.
1.4.1 Use of Color (Level A) Supports
1.4.2 Audio Control (Level A) Supports
2.1.1 Keyboard (Level A) Partially Supports App navigation and script editors do not fully support keyboard control
2.1.2 No Keyboard Trap (Level A) Supports
2.1.4 Character Key Shortcuts (Level A 2.1 only) Supports
2.2.1 Timing Adjustable (Level A) Supports
2.2.2 Pause, Stop, Hide (Level A) Supports
2.3.1 Three Flashes or Below Threshold (Level A) Supports
2.4.1 Bypass Blocks (Level A) Partially Supports Certain navigation elements are common to multiple views and editors. Sidebar elements may also be repeated.
2.4.2 Page Titled (Level A) Supports
2.4.3 Focus Order (Level A) Supports
2.4.4 Link Purpose (In Context) (Level A) Supports
2.5.1 Pointer Gestures (Level A 2.1 only) Supports
2.5.2 Pointer Cancellation (Level A 2.1 only) Supports
2.5.3 Label in Name (Level A 2.1 only) Supports
2.5.4 Motion Actuation (Level A 2.1 only) Supports
3.1.1 Language of Page (Level A) Supports
3.2.1 On Focus (Level A) Supports
3.2.2 On Input (Level A) Supports
3.3.1 Error Identification (Level A) Supports
3.3.2 Labels or Instructions (Level A) Supports
4.1.1 Parsing (Level A) Supports
4.1.2 Name, Role, Value (Level A) Supports Standard HTML controls already meet this success criterion when used according to specification

Table 2: Success Criteria, Level AA

Criteria Conformance Level Remarks and Explanations
1.2.4 Captions (Live) (Level AA) Unsupported Closed captioning is not provided.
1.2.5 Audio Description (Prerecorded) (Level AA) Unsupported Descriptive audio is not provided.
1.3.4 Orientation (Level AA 2.1 only) Supports
1.3.5 Identify Input Purpose (Level AA 2.1 only) Supports
1.4.3 Contrast (Minimum) (Level AA) Supports
1.4.4 Resize text (Level AA) Supports
1.4.5 Images of Text (Level AA) Supports
1.4.10 Reflow (Level AA 2.1 only) Supports
1.4.11 Non-text Contrast (Level AA 2.1 only) Supports
1.4.12 Text Spacing (Level AA 2.1 only) Supports
1.4.13 Content on Hover or Focus (Level AA 2.1 only) Partially Supports Not all hover tooltips are persistent when the hover event on the entity stops.
2.4.5 Multiple Ways (Level AA) Supports
2.4.6 Headings and Labels (Level AA) Supports
2.4.7 Focus Visible (Level AA) Supports
3.1.2 Language of Parts (Level AA) Supports
3.2.3 Consistent Navigation (Level AA) Supports
3.2.4 Consistent Identification (Level AA) Supports
3.3.3 Error Suggestion (Level AA) Partially Supports Not all error messages provide an explicit resolution.

3.3.4 Error Prevention (Legal, Financial, Data) (Level AA)

 Supports

4.1.3 Status Messages (Level AA 2.1 only)

 Supports