Terms of Service

Welcome to Refined, a video editing application provided by Skylight Social PBC. We're excited to have you on board as a user. These Terms of Service apply to the Refined service.

Before you dive into using Refined, please take a moment to carefully read these Terms. This document outlines our legal obligations to each other and they apply to your use of our services.

Refined is available as a mobile application ("Refined App" or "the App"). Your use of Refined is subject to these Terms of Service ("Terms"), and the Refined Privacy Policy, which are referenced in our Terms and available to read separately.

When we say "Refined," "Skylight Social," "we," "us," and "our" in these Terms, we mean Skylight Social, PBC.

Important Notes

• Refined is available as a mobile application ("Refined App" or "the App").
• Your use of Refined is subject to these Terms of Service ("Terms"), and the Refined Privacy Policy.
• When we say "Refined," "Skylight Social," "we," "us," and "our" in these Terms, we mean Skylight Social, PBC.

Who Can Use Refined

Eligibility

To use Refined, you must be at least 13 years old and legally permitted to use Refined based on the laws in your country. If you are not yet an adult according to the laws of your country, your parent or legal guardian must read these Terms on your behalf. If you're a parent or legal guardian, and you allow your child (who meets the minimum age for your country) to use the services, then these terms also apply to you, and you're responsible for your child's activity on the services.

Accounts

To use Refined, you must create an account ("Account"). Don't share your Account with others, because you're responsible for all activities under your Account, whether or not you know about them. If you're using Refined on behalf of a company or organization, you confirm that you have the authority to represent your company or organization. If you believe your Account created through Refined has been compromised, report it to us at tori.skylight.social@gmail.com

User Content

User Content. "User Content" means any type of content you make available through Refined ("Content"), such as your videos, profile, or other media.

Your Responsibility for User Content. You, not Skylight Social, are solely responsible for all of your User Content. Skylight Social does not control others' use of your content.

Refined's Use of User Content: User Content is only used in connection with: (a) providing Refined and its features, including developing and improving our current and future offerings; and (b) promoting and marketing Refined.

Permission to Use Your User Content. You keep your ownership of User Content, subject to the license below. Skylight Social does not own rights to your User Content except as provided in that license. By using Refined, you grant us permission to:

• Use User Content to develop, provide, and improve Refined and any of our future offerings;
• Modify or otherwise utilize User Content in any media. This includes reproducing, preparing derivative works, distributing, performing, and displaying your User Content for promotional purposes; or
• Grant others the right to take the actions above;
• Remove or modify User Content for any reason, including User Content that we believe violates these Terms or other policies.

The license is limited, worldwide, non-exclusive, and royalty-free. Deletion of User Content: If you delete your account we will use reasonable efforts to remove your data from Refined, subject to any requirements under applicable law and the Refined Privacy Policy.

General Prohibitions and Enforcement

Termination

Your Right to Termination: If you want to delete your Account, you can do so through your account settings. If your account was terminated by Refined, we retain the right to keep a copy of your data for trust and safety purposes. These Terms will survive termination of your Account.

Our Right to Termination: We reserve the right to suspend or terminate your account and/or specific services offered within Refined without notice, at our discretion, for the following reasons:

• We believe you've violated these Terms or the Refined Privacy Policy;
• We're required to do so due to a court order, legal requirement, or regulatory requirement;
• Continuing to allow your account to be active, giving you access to some or all services, or hosting your content creates risk for Skylight, other users, or third parties.

Appeals

You can appeal any enforcement decision from these Terms, including suspension or termination, by emailing tori.skylight.social@gmail.com.

Terms Required by the App Store and Google Play

The App Store and Google Play require us to pass on certain terms to you. The following terms apply if you access or download the Refined App through the App Store or Google Play (each, an "App Provider"):

• These Terms are between you and Skylight Social, and not with the App Provider, and Skylight Social is solely responsible for the Refined App.
• Skylight Social is responsible for any other claims, losses, damages, or expenses if the Refined App fails to conform to any warranty. You may notify the App Provider and, to the maximum extent permitted by law, the App Provider will have no other warranty obligation with respect to the Refined App. The App Provider is not required to provide any maintenance and support for the Refined App.
• The App Provider is not responsible for addressing your claims or any third-party claims relating to the Refined App.
• If any third party claims that the Refined App or your possession and use of it infringes that third party's intellectual property rights, Skylight Social will be solely responsible for that claim to the extent required by these Terms.
• The App Provider and its subsidiaries have the right to enforce these Terms as third-party beneficiaries of these Terms.
• You must follow all applicable third-party terms of service when using the Refined App.

Open Source

Some of Refined's software is subject to open source licenses from MIT or Apache. Those portions of the software may be used in accordance with those open source licenses, which may be found in each open source repository.

DMCA/Copyright Policy

Please see Refined's Copyright Policy for more information.

Links to Third Party Websites or Resources

Refined may allow you to access third-party websites or other resources. The use of any third-party services is at your own risk, and Skylight Social isn't responsible for any third-party services or content available through them.

Updates

We update our terms from time to time, and will either post the updated Terms or send other communications to let you know about any changes. If you keep using Refined, you agree to the updated Terms. If you don't agree, you must stop using Refined.

Warranty Disclaimers

Summary: We work hard to offer great services, but there are certain aspects that we can't guarantee.

Our Services and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT REFINED WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

Skylight takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Services. You understand and agree that you may be exposed to User Content that is inaccurate, unreliable, untrue, untimely, incomplete, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. Skylight does not disclaim any warranty or other right that we are prohibited from disclaiming under applicable law.

Indemnity

Summary: If someone brings a legal claim against us based on your actions on Refined, you are responsible for our defense in, and the consequences of, that claim.

You will indemnify, defend, and hold harmless Skylight and its affiliates, and their respective officers, directors, employees, and agents ("Skylight Parties"), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of Refined, (b) your User Content, or (c) your violation of these Terms. Skylight may assume the exclusive control and defense of any matter for which you have a duty to indemnify Skylight and, if we do, you agree to cooperate with our defense of those claims.

Limitation of Liability

Summary: This section limits what you can recover from us in a dispute to any direct damages that you suffer up to $100. This doesn't apply where it would be illegal to do so.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SKYLIGHT PARTIES WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER OR MOBILE DEVICE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE REFINED OR FOR ANY ERROR OR DEFECT IN REFINED, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SKYLIGHT SOCIAL OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT SKYLIGHT SOCIAL SHALL NOT BE RESPONSIBLE OR LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR ANY THIRD PARTY'S CONTENT (INCLUDING ANY USER CONTENT), WHETHER OR NOT SUCH CONTENT IS ACCESSED THROUGH REFINED, AND THAT ANY RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF THE SKYLIGHT PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE REFINED EXCEED ONE HUNDRED DOLLARS ($100).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SKYLIGHT AND YOU.

Governing Law, Forum Choice and Class Action Waiver

Summary: All disputes you have with us will be resolved by binding arbitration where permitted. If we need to go to court, it will be in Delaware under Delaware law. You agree not to participate in a class-action lawsuit or class-wide arbitration against us.

Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to conflict of laws provisions. Except as otherwise expressly set forth in the "Dispute Resolution" section, the exclusive jurisdiction for all Disputes that you and Skylight are not required to arbitrate will be the state and federal courts located in Delaware, and you and Skylight each waive any objection to jurisdiction and venue in such courts.

Class Action Waiver. YOU AND SKYLIGHT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

Dispute Resolution

Summary: If there is a dispute between us, with limited exceptions, we'll resolve it through arbitration. Note that this section does not apply to users who live in the E.U. or any place where arbitration is not permitted.

Informal Resolution. Most disputes can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration. You can do this by sending us a written description of the dispute, including your name, an email or a phone number for us to contact you, your Refined account, the nature of the complaint, and how you would like to resolve it, to tori.skylight.social@gmail.com. If the dispute is not resolved within sixty (60) days after we receive your written notice, we agree to proceed with further dispute resolution as outlined below. Attempting an informal resolution process is required before starting any formal dispute resolution. During this process, any applicable statutes of limitations and deadlines for arbitration filing fees or other requirements will be put on hold.

Mandatory Arbitration of Disputes. After the parties have engaged in a good-faith, but unsuccessful, effort to resolve the dispute in accordance with the "informal resolution" process (above), you and Skylight agree to resolve any dispute, disagreement, or claim relating to these terms or our services through final and binding individual arbitration. Arbitration will not be in a class, representative or consolidated action or proceeding. You and Skylight agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Skylight are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

Exceptions. As limited exceptions: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

Conducting Arbitration and Arbitration Rules

Summary: The American Arbitration Association's Consumer Arbitration Rules will apply. You may be able to choose the types of evidence you and we can submit depending on the size of your claim. Arbitration will be near where you live unless we agree otherwise.

The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. Both parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If we prevail in arbitration we'll pay all of our attorneys' fees and costs and won't seek to recover them from you, unless the arbitrator determines your claims were frivolous. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

Injunctive and Declaratory Relief. The arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

Severability

Summary: If a court decides a part of these Terms is unenforceable, the rest of these Terms still apply.

If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

General Terms

Summary: The following standard legal provisions are included to permit the Terms to function as expected.

Entire Agreement. These Terms (including the Refined Copyright Policy and Refined Privacy Policy) cover the entire agreement between Skylight Social and you about Refined. These Terms replace all prior agreements or understandings between Skylight Social and you about Refined.

Notices. Skylight will provide any notices by posting them in the App or on the Site or by sending other communications. You and Skylight agree to communicate electronically.

Waiver. If Skylight doesn't enforce every right or provision in these Terms, we still have the right to enforce these rights and provisions in the future. Waivers must be written and signed by an authorized Skylight representative to be effective.

Construction. Both you and Skylight will be treated equally when it comes to interpreting these Terms. For purposes of these Terms, the words "include," "includes," and "including" are meant to be followed by the words "without limitation."

Contact Information

If you have any questions about these Terms or Refined, please contact us by email at tori.skylight.social@gmail.com.

Skylight Social is a Public Benefit Corporation