These Terms of Service (these “Terms”) govern your access to and use of EDL Tools software-as-a-service application operated and hosted by LoneWolf Visual LLC (“LoneWolf”) and made available via the Internet at www.edltools.com (the “Website” and such software application, “EDL Tools”). These Terms together with the order you submit through our Subscription purchase process linking to these Terms (the “Order Form”) constitute a binding “Agreement” between Customer, defined below, and LoneWolf.

By purchasing a Subscription through the Website or by accessing or using, or permitting the access or use of, EDL Tools or the Service you agree to and are bound by this Agreement. If you are procuring a Subscription on behalf of an organization, you represent and warrant that you are authorized to enter into this Agreement on behalf of the organization indicated in your Order Form, which organization is the “Customer”. If you are an individual procuring a Subscription, you are the “Customer” and you represent and warrant you are of legal age to enter into and be bound by this Agreement.

1. DEFINITIONS. For purposes of this Agreement:
   1. “Authorized User” means an individual who is authorized by Customer to access and use EDL Tools through Customer’s Subscription.
   2. “Customer Data” means (i) all electronic data and other information submitted by Authorized Users to EDL Tools through the Subscription including, without limitation, .TXT, .EDL and other data files, and (ii) the reports and other end user output resulting from the processing of such submitted data and information by EDL Tools through Customer’s Subscription.
   3. “Documentation” means the most current version of the user instruction manual for EDL Tools made available by LoneWolf through the EDL Tools user interface or otherwise.
   4. “Intellectual Property Rights” means any and all worldwide rights in and to any patents, patent applications, copyrights, data rights, trademarks, trade names, service marks, trade secrets, or other similar intellectual property rights throughout the world and whether registered or otherwise.
   5. “Service” means the services provided by and through end-user use of EDL Tools as further described in the Documentation.
   6. “Subscription” means Customer’s procured right to access and use the Service during the Subscription Term in accordance with this Agreement.
   7. “Subscription Term” means the then applicable period for which Customer has procured the right to access and use the Service pursuant to Customer’s Subscription commencing on the date of Subscription purchase.
2. ACCESS TO AND USE OF THE SERVICE; SUPPORT.
   1. Access; Subscription Term. LoneWolf will use commercially reasonable efforts to make the Service available to Authorized Users via the Internet during the Subscription Term in accordance with and subject to the Agreement.
   2. General Technical Support. LoneWolf will use commercially reasonable efforts to provide general technical support for the Service to Authorized Users during the Subscription Term in response to support requests submitted to the support contact information made available through the EDL Tools user interface and subject to the additional support hours and support terms on the Website.
   3. Right to Modify the Service. LoneWolf has the right to enhance and otherwise modify EDL Tools and the Service in a manner that does not materially and adversely affect the functioning and features of the Service during the Subscription Term.
3. RESTRICTIONS AND OTHER TERMS AND CONDITIONS OF USE
   1. Restrictions and Conditions of Use. Authorized Users may access and use EDL Tools via the Internet at the Website solely for Customer’s internal business purposes and only as permitted by and subject to this Agreement. Any breach of the terms and conditions of this Agreement by an Authorized User is deemed a breach of this Agreement by Customer. Customer shall make no attempt to, and shall not permit any Authorized User to: (i) download, reproduce, copy, alter, adapt, modify, improve, translate, create derivative works from, reverse engineer, disassemble, decompile or otherwise attempt to reveal the source code, trade secrets, or know how underlying EDL Tools; (ii) interfere in any manner with the hosting of EDL Tools or interfere with or disrupt the integrity or performance of EDL Tools or third-party data contained in EDL Tools (including through submission malicious code, denial of service attacks, or the like); (iii) use EDL Tools or related systems or networks for any unauthorized purpose or in any way contrary to the Documentation or this Agreement, or permit or facilitate anyone else doing so, (iv) use EDL Tools to benchmark or otherwise obtain or develop performance metrics for EDL Tools; (iv) sublicense, resell, rent, distribute, sublease or transfer any of Customer’s rights under this Agreement or use the Service for the benefit of a third party; (v) attempt to gain unauthorized access to or engage in unauthorized use of EDL Tools or its related systems or networks; (vi) share login credentials for accessing and using EDL Tools. Customer shall use EDL Tools only in accordance with this Agreement, the Documentation, and all applicable laws and government regulations. Customer shall not, and shall not permit any Authorized to, store, transmit or otherwise provide Customer Data or other information or content in a manner that: (a) may infringe or violate any intellectual property rights, publicity/privacy rights, or other third party rights; (b) may violate any law or regulation (including without limitation export control laws and regulations and laws and regulations requiring consent to recordation of communications); (c) is materially false or misleading or is or may be defamatory, tortious, abusive, threatening, obscene, harmful to minors, child pornographic or otherwise illegal under any applicable law or regulation; or (d) contains any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents, programs or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information.
   2. Necessary Equipment. Customer is solely responsible, at its own expense, for providing, installing and maintaining all connectivity equipment, hardware, software (including editing or other software required to generate .EDL or other data files required to use the EDL Tools), endpoints and other equipment as may be necessary for it to connect to, access, and use the EDL Tools (“Necessary Equipment”) and network connectivity. LoneWolf is not responsible for the security, maintenance or operation of any Necessary Equipment.
   3. Remedial Action; Suspension of Service. LoneWolf is entitled, in its discretion, to take remedial action, automatically and as of right without prior notice and without any liability to Customer including, without limitation, to suspend or terminate Customer’s access to and use of EDL Tools if: (i) LoneWolf does not receive all applicable fees related to Customer’s use of the EDL Tools, including if Customer’s payment through Customer’s payment card receives a charge-back, disputed payment, or similar, or (ii) Customer or an Authorized User fails to comply with any term, condition or restriction of this Agreement. If LoneWolf exercises such right to suspend or terminate Customer’s Subscription, Customer shall not be entitled to any refund of any fees paid for the Subscription. All Subscription fees are non-refundable.
4. PROPRIETARY RIGHTS.
   1. Of LoneWolf. Subject to the limited access and use rights set forth herein, LoneWolf and its licensors retain all worldwide right, title, and interest in and to the EDL Tools, the Service, and all software, materials, and LoneWolf confidential information made available to Customer pursuant to or in connection with the Subscription or otherwise, and all Intellectual Property Rights with respect thereto including, without limitation, the Documentation, and any and all improvements, derivative works, updates, and modifications to the foregoing, whether made in conjunction with this Agreement or otherwise. There are no implied licenses or rights granted by LoneWolf under this Agreement; any rights not expressly granted by LoneWolf hereunder are reserved.
   2. Customer Data. Customer grants LoneWolf an irrevocable, worldwide license to and authorizes LoneWolf to use (and share with its third party vendors) Customer Data as necessary for LoneWolf to provide, maintain and improve the Service. Subject to the foregoing, Customer retains all of its right, title and interest in and to the Customer Data. Customer authorizes LoneWolf to permanently delete or destroy all Customer Data in LoneWolf’s possession or control upon expiration of the Subscription Term (as may be extended or renewed by Customer).
   3. Feedback. Customer hereby grants to LoneWolf and its affiliates a royalty-free, fully paid, worldwide, irrevocable, perpetual license to use and incorporate into the EDL Tools or other LoneWolf product or service any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Authorized Users relating to the Service and/or EDL Tools or other EDL offerings (“Feedback”). LoneWolf is not obligated to use or incorporate any Feedback.
5. DISCLAIMER. EDL Tools, the Service, Documentation, and all other data and materials made available in connection with this Agreement by LoneWolf are provided “AS IS” and “AS AVAILABLE” without representations or warranties of any kind. LONEWOLF AND ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS AND THIRD PARTY VENDORS MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, BY OPERATION OF LAW, OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE/NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LONEWOLF DOES NOT WARRANT THAT EDL TOOLS, THE SERVICE, OR DOCUMENTATION WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT LONEWOLF MAY NOT AS A MATTER OF LAW DISCLAIM ANY WARRANTY, THE PARTIES AGREE THAT THE SCOPE AND DURATION OF ANY SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW. NEITHER LONEWOLF, NOR ITS LICENSORS, SUPPLIERS, SUBCONTRACTORS OR THIRD-PARTY VENDORS WILL HAVE ANY LIABILITY WHATSOEVER FOR THE ACCURACY, COMPLETENESS, TIMELINESS, SECURITY, OR INTEGRITY OF THE CUSTOMER DATA, OR FOR ANY DECISION MADE OR ACTION TAKEN BY CUSTOMER IN RELIANCE UPON ANY CUSTOMER DATA. THE PARTIES AGREE AND ACKNOWLEDGE THAT LONEWOLF WILL IN NO EVENT BE HELD RESPONSIBLE FOR ANY PROBLEMS WITH THE EDL TOOLS OR THE SERVICE ATTRIBUTABLE TO THE PUBLIC INTERNET INFRASTRUCTURE OR CUSTOMER’S ABILITY TO BE CONNECTED TO THE INTERNET.
6. LIMITATION OF LIABILITY. IN NO EVENT WILL LONEWOLF (OR ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS THIRD-PARTY VENDORS) BE LIABLE FOR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE) INCLUDING, BUT NOT LIMITED TO: (A) DAMAGES THAT RESULT FROM INTERRUPTED COMMUNICATIONS OR LOST, ALTERED, OR CORRUPTED CUSTOMER OR OTHER DATA, OR (B) LOST PROFITS, OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR CUSTOMER OR OTHER DATA OR OF THE EDL TOOLS, THE SERVICE, OR RELATED PRODUCTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. LONEWOLF’S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY LONEWOLF FOR THE PROVISION OF THE EDL TOOLS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE. NOTHING IN THIS SECTION 6 WILL RESTRICT OR EXCLUDE LONEWOLF’S LIABILITY THAT CANNOT OTHERWISE BE LIMITED OR RESTRICTED BY APPLICABLE LAW.
7. INDEMNITY. Customer shall indemnify, defend and hold LoneWolf (and its affiliates and their respective officers, directors, employees, agents, licensors, suppliers, and representatives) harmless from and against all claims, suits, losses, expenses, judgments, sanctions, fines, and liabilities (including but not limited to LoneWolf’ reasonable attorney’s fees and expert costs) to the extent arising out of: (i) the failure of Customer (including any Authorized User) to comply with this Agreement including, without limitation, use of EDL Tools or the Service other than as permitted by this Agreement; or (ii) Customer Data.
8. GENERAL PROVISIONS.
   1. Entire Agreement; Modification; Waiver; No Third Party Beneficiaries. This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. LoneWolf reserves the right, in its sole discretion, to modify these Terms at any time by publishing them as modified on the Website, provided that the Terms in effect as of the time of Customers’ entry into the Agreement will apply for the duration of the Subscription Term. In the event Customer renews or purchases a new Subscription, the Terms in effect as of such renewal or new Subscription purchase will apply for the Subscription Term for the renewal or new purchase. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Customer agrees that LoneWolf will not be liable to you, Customer, or to a third party for any modification, suspension or discontinuance of the EDL Tools. There are no intended third party beneficiaries of this Agreement. In particular, no Authorized User will be deemed a third party beneficiary of this Agreement.
   2. Assignment. Customer may assign or transfer this Agreement solely in connection with a transfer of all or substantially all of Customer’s business assets, whether by merger, sale of assets, sale of stock or otherwise, provided that Customer provides the other party written notice of the assignment and ensures that the acquiring party agrees in writing to be bound by all the terms of this Agreement. Any other attempted assignment or transfer by Customer in violation of the foregoing will be void. LoneWolf may assign this Agreement to anyone for any reason at LoneWolf’ sole discretion and without the Customer’s consent.
   3. Force Majeure. If the performance of this Agreement, or any obligation hereunder, except the making of payments hereunder, is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party including, but not limited to, circumstances linked to acts of God, acts of civil or military authority, third party illegal activity, failure or interruption of utilities, fires, floods, earthquakes, riots, wars, epidemic or pandemic, sabotage, computer hacking or computer crime, or governmental actions, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference. LoneWolf will also be excused from performance to the extent of such prevention, restriction or interference affecting a licensor, supplier, subcontractor or third-party vendor of LoneWolf.
   4. Governing Law; Venue. All disputes arising out of this Agreement, including questions pertaining to the validity and interpretation of this Agreement will be determined in accordance with the laws of the State of California, without regard to its conflicts of laws principles. The parties hereby consent to the jurisdiction of, and waive any venue objections against, the United States District Court for the Southern District of California, and the Superior and Municipal Courts of the State of California, Los Angeles County, in any litigation arising out of or in connection with the Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
   5. Notice. We may deliver notices in relation to this Agreement and your Subscription by posting the notice on the Website (for general notices) or by sending the notice to the email address you have provided to us in relation to your Subscription.
   6. Severability. If any provision of this Agreement is adjudicated to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.