Terms of Service: Birdline

1. Agreement to these Terms

These Terms of Service (“Terms”) are a binding agreement between Mike Pagan Studio Inc., a California corporation doing business as Birdline and Birdline Studios (“Birdline,” “we,” “us” or “our”), and you. Effective date: November 6, 2026.

They govern your use of:

the Birdline website at birdlinestudios.com, including its forms, calculators and content (the “Sites”);
the Birdline production workspace at app.birdline.ai, including its integrations and AI features (the “App”); and
the creative and production services we provide as Birdline Studios (the “Studio Services”).

By creating an account, clicking “I agree,” signing an Order Form, or using any of the Services, you accept these Terms and our Privacy Policy. If you are accepting on behalf of a company or other organization, you represent that you have authority to bind it, and “you” means that organization. If you do not agree, do not use the Services.

Order Forms. Statements of work, proposals, estimates, package agreements and subscription order forms that reference these Terms (“Order Forms”) are part of this agreement. If an Order Form conflicts with these Terms, the Order Form governs for that engagement.

Please read Section 18. It contains an agreement to arbitrate disputes individually and a waiver of class actions and jury trials.

2. Definitions

Services means the Sites, the App and the Studio Services together.
Authorized Users means the people you invite to your organization in the App, including Admins and Members.
Organization (or workspace) means the account in the App that holds your campaigns, briefs, content and team. The customer that created it controls it.
Customer Content means everything you or your Authorized Users put into the Services: campaigns, briefs, shot lists, tasks, budgets, comments, brand assets, reference files, media, and information about your team, talent, crews, locations and vendors.
Connected Platform means a third-party service you link to the App, such as Meta, Google, Figma, Notion, Slack, Frame.io or a storage provider, and Platform Data means the data the App receives from it.
AI Features means features of the Services that use machine-learning models, including Smart Brief, Creative Reports and reference suggestions, and Output means the text, summaries, suggestions and other material those features generate for you.
Deliverables means the final creative work Birdline Studios delivers to you under an Order Form, such as edited videos, photographs, designs, animations and scripts.
Working Materials means raw footage, unused takes, alternate versions, project files, source files and other materials created in the course of producing Deliverables but not delivered as final Deliverables.
Birdline Materials means everything Birdline owned or developed before or independently of your engagement, including software, templates, workflows, methods (including the ROPS and ROCS methodologies), frameworks, know-how, and generic design elements.
Third-Party Materials means stock footage, music, fonts, software, talent performances and other content licensed from third parties for use in Deliverables.

3. Eligibility, accounts and organizations

Eligibility. The Services are for business use by people who are at least 18 years old. You may not use them if you are barred from doing so under the laws of the United States or the country where you are located.

Your account. Give us accurate, current information and keep it updated. Keep your password private, and tell us right away at chirp@birdlinestudios.com if you suspect your account has been used without permission. You are responsible for everything done through your account, whether or not you authorized it, unless it results from our breach of these Terms.

Organizations and Authorized Users. An Organization belongs to the customer that created it, which is responsible for its Authorized Users and their compliance with these Terms. Admins can invite and remove members, change roles, manage connections and billing, and access, edit and delete any content in the Organization, including content added by other members. If you join an Organization at the invitation of a customer, you use the App on that customer’s behalf and under its instructions, and the customer may remove your access at any time. Each plan includes a fixed number of seats; one person per seat, and credentials may not be shared.

Birdline Studios in your workspace. When you engage Studio Services, Birdline team members and creatives may be added to your Organization to deliver the work. They are bound by these Terms and the confidentiality obligations in Section 12, and you may remove them when the engagement ends.

4. The Birdline App

Your right to use the App. Subject to these Terms and payment of applicable fees, Birdline grants you a limited, non-exclusive, non-transferable, revocable right to access and use the App, and to let your Authorized Users do so, for your internal business purposes during your subscription.

Plans. Plans, seat limits, features and prices are described at birdlinestudios.com or in your Order Form. Some features may be available only on certain plans, and we may change which features are included in each plan with notice as described in Section 20.

Free trials. If we offer a free trial, it runs for the period stated when you sign up. We may limit the features, seats or connections available during a trial. If you do not subscribe before the trial ends, your access ends and we may delete your trial workspace 30 days later. If a trial requires a payment method, we will tell you before any charge, and you will not be charged if you cancel before the trial ends.

Beta and “coming soon” features. We may label some features as beta, early access, preview or coming soon (for example, new platform connections). They are provided as-is, may be changed, limited or withdrawn at any time, and are excluded from any support or availability commitments.

Support and documentation. Support is available through birdlinestudios.com/support and the Account menu in the App. The Birdline Knowledge Base describes how features work; it does not form part of these Terms except where an Order Form says so.

Changes to the App. We improve the App continuously, which means features may be added, changed or removed. If a change materially reduces the core functionality of a paid plan, we will give you at least 30 days’ notice, and you may cancel and receive a pro- rated refund of prepaid, unused fees if you do so within that period.

Availability. We work to keep the App available at all times, but it may be unavailable for maintenance, upgrades, outages at our providers or Connected Platforms, or events outside our control. We will try to schedule maintenance outside normal US business hours and to give notice of planned downtime.

5. Connected Platforms

Your authorization. When you connect a platform, you authorize Birdline to access and use Platform Data on your behalf, within the permissions you approve on that platform’s consent screen, for as long as the connection is active. You must have the right to connect the account — for example, you must be an authorized administrator of the Meta ad account or Google Ads account you link — and the right to let Birdline access the files, pages and channels you connect.

Read-only ads access. Birdline reads ads data to populate Insights, link ads to briefs and deliverables, calculate ROPS and ROCS, and generate Creative Reports. Unless an Order Form says otherwise, Birdline does not create, edit, publish, pause or pay for ads on any platform.

Platform terms. Each Connected Platform has its own terms and policies (for example the Meta Platform Terms, the Google APIs Terms of Service and the Slack API Terms), and your use of that platform through the App must comply with them. You are responsible for keeping your platform accounts in good standing.

Platform limits. We do not control Connected Platforms. They may change or withdraw their APIs, change permissions, limit requests, delay or restate data, or suspend accounts, and Birdline is not responsible for those actions or for errors, gaps or delays in Platform Data. Metrics shown in the App are derived from Platform Data and the budgets and spend you enter, so their accuracy depends on the accuracy and completeness of that information.

Disconnecting. You can disconnect any platform at any time from Manage Connections or the relevant settings page. Disconnecting stops new syncing; data already in your workspace is handled as described in our Privacy Policy.

6. AI Features and Output

How they work. AI Features send the relevant parts of your Customer Content and Platform Data to machine-learning models, including models operated by third-party providers under contract with Birdline, and return Output to you. Our Privacy Policy explains how that data is protected. We do not use your Customer Content or Platform Data to train models made available to other customers.

Ownership of Output. As between you and Birdline, you own the Output generated for you, and you may use it for any lawful purpose. Because models generate similar results for similar inputs, other customers may receive Output that resembles yours, and Birdline cannot grant you exclusivity in any Output.

Review before you use it. Output is generated automatically and may be inaccurate, incomplete, out of date, or similar to existing material. You are responsible for reviewing Output before relying on or publishing it, including verifying facts and claims, checking that it does not infringe anyone’s rights, and confirming that any ad built from it complies with advertising law and the ad policies of the platform where it runs.

Limits. Do not use AI Features to generate content that is unlawful, deceptive, defamatory or infringing, to make decisions with legal or similarly significant effects on people, or in violation of the acceptable-use rules in Section 8. Where the law requires it, you must disclose that content is AI-generated.

Birdline Studios and AI. When Studio Services include AI-assisted work, the Order Form describes the tools used and the rights you receive in the Deliverables.

7. Customer Content

You own it. You keep all rights in your Customer Content. Nothing in these Terms gives Birdline ownership of it.

The license you give us. So that we can run the Services, you grant Birdline a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, transcode, reformat and otherwise process your Customer Content and Platform Data, and to create derivative works from them (for example, AI summaries, thumbnails and reports), solely to provide, secure, support and improve the Services, to deliver Studio Services you have ordered, and as permitted by our Privacy Policy. This license ends when the content is deleted from the Services, except for copies in backups, which expire on their normal schedule.

Aggregated data. Birdline may create and use aggregated or de-identified data derived from use of the Services (for example, benchmark statistics across campaigns) for any purpose, provided it does not identify you, your Authorized Users or your customers.

Your responsibilities. You represent and warrant that:

you have all rights, licenses and consents needed to use your Customer Content with the Services and to grant the license above, including for brand assets, product imagery, music and footage you upload;
where Customer Content includes information about other people — teammates, talent, crews, locations, vendors or customers — you have the right to share it with us and have given any notices and obtained any consents required by privacy law;
your Customer Content and your use of the Services do not infringe or misappropriate anyone’s rights, defame anyone, or violate any law; and
any advertising you produce or run using the Services complies with applicable law and platform policies, including the FTC Act, the FTC Endorsement Guides (for example, clear disclosure of paid or gifted UGC and influencer content) and any rules specific to your industry or product.

Our rights. We may remove or disable access to Customer Content that we reasonably believe violates these Terms or the law, and we will tell you when we do unless the law prevents it. We keep backups for continuity, but you are responsible for keeping your own copies of important Customer Content.

Feedback. If you give us ideas, suggestions or feedback about the Services, we may use them without restriction or payment.

8. Acceptable use

You agree not to, and not to let anyone else:

use the Services to store, produce or distribute content that is unlawful, infringing, defamatory, obscene, hateful, harassing or that exploits minors;
upload malware, probe or test the vulnerability of the Services, bypass authentication or rate limits, or access accounts, workspaces or data that are not yours;
scrape, crawl or bulk-export the Services or their data other than through features we provide for that purpose;
copy, modify, reverse engineer, decompile or create derivative works of the App, or attempt to extract its source code, models or prompts;
resell, sublicense, rent, lease or time-share the App, or use it to build or help build a competing product;
use the Services to send spam or unsolicited messages, or to run advertising that is deceptive or violates platform policies;
connect a platform account you are not authorized to use, or use Platform Data in ways the platform prohibits;
remove or alter any proprietary notice, or use Birdline’s names, logos or trademarks without permission;
interfere with other customers’ use of the Services or place an unreasonable load on our infrastructure; or
use the Services in violation of export, sanctions or any other applicable law.

We may investigate suspected violations and suspend or terminate access as described in Section 14.

9. Fees and billing

Fees. You agree to pay the fees stated at birdlinestudios.com or in your Order Form. All fees are in US dollars and, except as stated in these Terms or required by law, are non- refundable.

App subscriptions. Subscriptions are billed in advance, monthly or annually as you select, and renew automatically for successive periods of the same length until cancelled. You can cancel at any time in Settings → Subscription or by emailing chirp@birdlinestudios.com; cancellation takes effect at the end of the current billing period, and you keep access until then. We do not refund partial periods. Adding seats or upgrading mid-period is charged pro rata for the rest of the period; downgrades take effect at the next renewal.

Payment methods. By providing a payment method, you authorize Birdline and its payment processor to charge it for all fees when due, including renewals. Keep your payment details current. If a payment fails, we will notify you and retry; if it remains unpaid 10 days after notice, we may suspend the Organization until it is paid.

Invoiced accounts and Studio Services. Where we invoice you, payment is due within 15 days of the invoice date unless the Order Form says otherwise. Monthly Partnership fees are invoiced monthly in advance. Production deposits and balances are due as described in Section 10.

Late payment. Amounts not paid when due accrue interest at 1.5% per month (or the highest rate the law allows, if lower) from the due date, and you will reimburse our reasonable costs of collection, including attorneys’ fees. We may pause work and withhold Deliverables while any undisputed amount is overdue.

Disputed charges. Tell us in writing within 30 days of an invoice or charge if you believe it is wrong, and we will work with you in good faith to resolve it. Charges not disputed within that period are deemed accepted.

Taxes. Fees exclude sales, use, VAT, GST, withholding and similar taxes. You are responsible for all taxes associated with your purchase, other than taxes on Birdline’s income. If you are required to withhold any tax, you will gross up your payment so that we receive the full fee.

Price changes. We may change subscription and package prices on at least 30 days’ written notice; the new price applies from your next renewal or, for Monthly Partnerships, from the first monthly period that starts after the notice period. If you do not accept a price change, you may cancel before it takes effect.

10. Birdline Studios services

How engagements work

Each Studio Services engagement is defined by an Order Form that sets out the scope, Deliverables, schedule and fees. We offer two kinds of engagement:

Monthly Partnership. A package (for example Video Editing, or Design & Animation) that gives you a dedicated creative, unlimited deliverable requests, a project manager and the Birdline workflow — Slack communication, recurring strategy calls, ad performance reviews, a weekly project tracker and a workspace in the App.
Productions. Video shoots, photography, UGC and other productions, scoped and quoted separately for each project, whether or not you have a Monthly Partnership.

Studio Services are delivered through the App. A workspace is included with every engagement, and your use of it is governed by these Terms.

Monthly Partnership

Rolling term. A Monthly Partnership runs month to month from its start date with no minimum term. Either party may end it by giving 60 days’ written notice. Fees remain payable through the end of the notice period, and we keep working for you during it.
Unlimited deliverables. You may submit as many requests as you like. Your dedicated creative works on them one at a time (or the number stated in your Order Form), in the priority order you set, and turnaround depends on the complexity of each request and how quickly you give feedback and approvals. Your package covers the disciplines listed in the Order Form; shoots and other productions are quoted separately.
Your team. We may replace a dedicated creative or project manager with someone of equivalent skill, and will tell you when we do.
Fees. Package fees are invoiced monthly in advance. We may adjust them no more than once in any 12-month period, on at least 30 days’ notice (Section 9).

Productions

Estimate and deposit. Each production is quoted in an estimate that becomes part of the Order Form. A deposit of 50% of the estimated fee is due to confirm shoot dates; the balance is due on delivery of the final Deliverables, payable within 15 days of invoice. Approved costs that exceed the estimate are invoiced at cost plus any markup stated in the Order Form.
Approvals. You approve the treatment, script, shot list, schedule, talent and locations before the shoot. Changes you request after approval are change orders, and we will tell you their effect on cost and schedule before we proceed.
Postponement and cancellation. Once shoot dates are confirmed, the terms for postponing or cancelling — including any fees and how your deposit is applied — are set out in the Order Form for that production, along with how weather days and other contingencies are handled. Unless the Order Form says otherwise, non-refundable third-party costs we have already committed on your behalf are payable.
Travel and third-party costs. Travel, accommodation, equipment, locations, talent, music and other third-party costs are billed as stated in the Order Form.

Your responsibilities

Give feedback and approvals within the time stated in the schedule, or within 3 business days if none is stated. Delays on your side may move the schedule and add cost.
Provide brand guidelines, assets, product samples, access to locations and people, and a decision-maker who is available on shoot days.
Make sure the claims, pricing and product information in your content are accurate and substantiated, and that your content complies with the laws and platform policies that apply to your industry and your ads, including required disclosures for endorsements and UGC.
Obtain the rights, releases and consents for any materials, people or locations you supply, including your own employees, customers and creators who appear in the content.

Revisions and acceptance

Monthly Partnership requests include revisions; revision requests are queued like any other request.
Production Deliverables include the number of revision rounds stated in the Order Form. Further rounds, or changes in creative direction after you have approved a script, treatment or edit, are billed at the rates in the Order Form.
A Deliverable is accepted when you approve it in the App or in writing, or at the end of any acceptance period stated in the Order Form if you have not told us in writing how it fails to meet the Order Form. We will promptly correct any Deliverable that does not conform.

Talent, music, stock and other licenses

Third-Party Materials in your Deliverables are licensed, not sold, and each license has its own term, territory and permitted media. We will tell you the terms of each license when we deliver. You may not use Deliverables beyond those terms, and renewals or extended usage — for example, running a talent’s performance beyond the usage period in their release — are at your cost. We obtain releases from the talent and locations we engage; you obtain them for the people and places you supply.

Crews, safety and insurance

We deliver Studio Services through our own team and a network of independent creatives and crews, and we remain responsible to you for their work. Our crew may stop work when it believes conditions are unsafe, and you and your representatives will follow the crew’s safety instructions on set. You are responsible for the safety of premises, products and equipment you provide. Birdline maintains commercial general liability insurance and will provide certificates on request; production-specific coverage is arranged as stated in the Order Form.

11. Ownership of Deliverables and portfolio rights

Deliverables. When you have paid all fees for an engagement in full, Birdline assigns to you all of its right, title and interest in the final Deliverables, excluding Birdline Materials, Third-Party Materials and Working Materials. Until then, you have a license to use the Deliverables for the purposes described in the Order Form, which we may revoke if payment is not made.

Birdline Materials. Birdline keeps ownership of Birdline Materials, including any that are incorporated into Deliverables. To the extent Deliverables contain Birdline Materials, you receive a perpetual, worldwide, non-exclusive, royalty-free license to use them as part of the Deliverables.

Third-Party Materials. These stay with their owners and are licensed to you on the terms described in Section 10.

Working Materials. Birdline keeps ownership of Working Materials, including raw footage and project files, unless the Order Form says otherwise. We keep them so that future work for you can build on them, and we may license raw footage to you where the Order Form provides for it. We will not license your Working Materials to another customer.

Portfolio and promotion. Once content has been publicly released, Birdline may display the Deliverables and name you as a client, including by using your name and logo, on birdlinestudios.com, in the App’s work galleries, on social media, in pitch materials and in award submissions. We will not publish unreleased or confidential work, and we will not publish performance figures about your campaigns without your written approval of the specific figures. You may opt out of portfolio use for any project by telling us in writing, and we will remove the work within 10 business days of your request, except from materials already printed or submitted.

Credits. We may credit the creatives and crew who worked on a project, consistent with any credit terms in the Order Form.

12. Confidentiality

What is confidential. “Confidential Information” means non-public information that one party discloses to the other in connection with the Services and that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Content, Platform Data, unreleased campaigns, product plans and pricing are your Confidential Information. The non-public features, roadmap, pricing and methods of the App and Studio Services are Birdline’s.

What is not. Information that is or becomes public without breach of these Terms, that the receiving party already knew or independently develops, or that it lawfully receives from someone else without a duty of confidentiality.

Obligations. Each party will use the other’s Confidential Information only to perform or receive the Services, will protect it with at least the care it uses for its own confidential information (and no less than reasonable care), and will share it only with employees, contractors and advisers who need it and are bound by confidentiality obligations at least as protective as these. Birdline’s creatives and crews are bound in this way.

Compelled disclosure. A party may disclose Confidential Information when the law requires it, provided it gives the other party prompt notice (where legally permitted) and reasonable help in seeking protection.

Duration and return. These obligations last for 3 years after the engagement ends, and for trade secrets for as long as they remain trade secrets. On request, each party will return or destroy the other’s Confidential Information, except for copies in routine backups and records the law requires it to keep.

Aggregated data. Aggregated or de-identified data as described in Section 7 is not Confidential Information.

13. Birdline’s intellectual property

The Services — including the App, its software, design, documentation and Knowledge Base, the Sites, the ROPS and ROCS methodologies and calculators, and all Birdline Materials — are owned by Birdline or its licensors and are protected by copyright, trademark, trade secret and other laws. Except for the rights expressly granted in these Terms, Birdline reserves all rights.

Trademarks. Birdline, Birdline Studios, Smart Brief, ROPS, ROCS, the Birdline bird-on-a- branch logo and our other names and logos are trademarks of Mike Pagan Studio Inc. You may not use them without our written permission, except to refer to us accurately in plain text.

Usage data. Birdline may collect and use data about how the Services are accessed and used (for example, feature usage and performance metrics) to operate, secure and improve the Services, in accordance with our Privacy Policy.

Feedback. Feedback you give us is governed by Section 7.

14. Term, suspension and termination

Term. These Terms apply from the first time you use the Services and continue while you have an account, an active subscription or an open Order Form. Subscriptions run and renew as described in Section 9; Studio engagements run as described in Section 10 and the applicable Order Form.

Ending it yourself. You can cancel an App subscription at any time as described in Section 9, end a Monthly Partnership on 60 days’ written notice, and cancel a production on the terms in Section 10. You can close your account by emailing chirp@birdlinestudios.com.

Suspension by Birdline. We may suspend your access to all or part of the Services, with notice where practical, if you are more than 10 days late on an undisputed payment after notice, if we reasonably believe your use violates Section 8 or the law, poses a security risk, or could harm Birdline, other customers or a Connected Platform, or if a Connected Platform requires it. We will lift a suspension once the problem is resolved.

Termination by Birdline. We may terminate these Terms or any Order Form if you materially breach them and do not cure the breach within 15 days after we tell you about it, immediately for a breach that cannot be cured or for repeated violations of Section 8, or if you become insolvent or stop doing business. We may also stop offering the App to everyone on at least 60 days’ notice, in which case we will refund any prepaid fees for the period after the shutdown.

What happens next. When these Terms or an Order Form end, your right to use the affected Services ends. For 30 days after an App subscription ends you may export your campaigns, briefs and content, and we will give reasonable help if a self-service export is not available; after that we delete your workspace as described in our Privacy Policy. You will pay all fees earned through the effective date of termination, including Monthly Partnership fees for the notice period and production costs already incurred, and we will deliver any Deliverables you have paid for.

Survival. Sections 7 (license and representations, as to content already provided), 9, 11, 12, 13, 15, 16, 17, 18 and 20, and any other provision that by its nature should survive, survive termination.

15. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER FORM, THE SERVICES, DELIVERABLES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND BIRDLINE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

In particular:

No guaranteed results. Advertising and content performance depends on many factors outside our control. Birdline does not promise any particular outcome — including return on ad spend, click-through rate, cost per acquisition, revenue, views or engagement — from any Deliverable, campaign or use of the App.
Metrics are estimates. ROPS, ROCS and other metrics in the App and in the Sites’ calculators are calculated from Platform Data and the budgets and spend you enter. They are estimates for planning and comparison, not audited financial figures, and not financial, legal or tax advice.
Connected Platforms. We do not warrant the availability, accuracy or continued support of any Connected Platform or its data.
AI Output. Output may be inaccurate, incomplete or similar to third-party material, and is provided without warranty of any kind.
Beta features are provided as-is and may not work as intended.
Data. We do not warrant that the Services will be uninterrupted, error-free or secure, or that data will never be lost. Keep your own copies of important content.

We do not provide legal, regulatory or compliance advice. You are responsible for ensuring that your content and advertising comply with the laws and platform policies that apply to you. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

No indirect damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Cap. BIRDLINE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE DELIVERABLES OR THE OUTPUT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO BIRDLINE UNDER THE ORDER FORM OR SUBSCRIPTION GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED US DOLLARS ($100).
Exceptions. These limits do not apply to a party’s indemnification obligations under Section 17, to your payment obligations, to either party’s breach of Section 12 (Confidentiality), to your breach of Section 8 or infringement of Birdline’s intellectual property, or to a party’s gross negligence, fraud or willful misconduct, or to any liability that cannot be limited by law.

The parties agree that these limits are a reasonable allocation of risk and that Birdline’s pricing reflects them. Any claim arising out of these Terms must be brought within one year after it arises, unless the law does not permit that period to be shortened.

17. Indemnification

By you. You will defend Birdline, its officers, directors, employees, contractors and creatives against any third-party claim, and pay the resulting damages, settlements, costs and reasonable attorneys’ fees, to the extent the claim arises from: (a) your Customer Content or materials you supply; (b) your use of Platform Data or a Connected Platform in breach of its terms; (c) your products, services, advertising claims, pricing or promotions, including any failure to make required disclosures or to substantiate claims; (d) your use of Deliverables or Output beyond the rights granted, or after the term of a Third-Party Materials license; or (e) your breach of these Terms or of applicable law.

By Birdline. Birdline will defend you against any third-party claim alleging that the App, or Deliverables as delivered by Birdline (excluding Customer Content, Third-Party Materials, Output and materials you supplied), infringes a United States copyright or trademark or misappropriates a trade secret, and will pay the resulting damages, settlements, costs and reasonable attorneys’ fees. If such a claim is made or appears likely, Birdline may obtain the right for you to continue using the affected item, modify or replace it so that it is non-infringing, or, if neither is commercially reasonable, terminate the affected Services and refund any prepaid, unused fees. Birdline has no obligation for claims arising from your modification of an item, its combination with anything not provided by Birdline, your use after we told you to stop, or your use in breach of these Terms. This section states Birdline’s entire liability for infringement claims.

Process. The indemnified party will promptly notify the indemnifying party of the claim (delay only relieves the indemnifying party to the extent it is prejudiced), give it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a way that admits fault on behalf of, or imposes obligations on, the indemnified party without its written consent, which will not be unreasonably withheld.

18. Governing law and dispute resolution

Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules, and the Federal Arbitration Act governs the arbitration agreement below. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Talk to us first. Before starting arbitration or a lawsuit, the party with a claim will send the other a written notice describing it (to Birdline at chirp@birdlinestudios.com; to you at your account email) and the parties will try in good faith to resolve it within 30 days.

Arbitration. If the claim is not resolved, it will be settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules (or its Comprehensive Rules if the amount in dispute exceeds the Streamlined threshold) before a single arbitrator. The arbitration will take place in Los Angeles County, California, or by video conference if the parties agree. The arbitrator may award the same relief a court could award to the individual party, and judgment on the award may be entered in any court with jurisdiction. Each party bears its own attorneys’ fees and costs, except as the JAMS rules or applicable law provide otherwise.

Exceptions. Either party may bring an individual claim in small claims court if it qualifies, and either party may seek an injunction or other equitable relief in court to protect its intellectual property or Confidential Information or to stop unauthorized use of the Services.

Class action and jury waiver. CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PARTIES. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. If the class action waiver is found unenforceable as to a particular claim, the arbitration agreement does not apply to that claim, which will be heard in court.

Opt-out. You may opt out of the arbitration agreement by emailing chirp@birdlinestudios.com within 30 days after first accepting these Terms, stating your name, company and that you opt out of arbitration. Opting out does not affect any other part of these Terms.

Courts. For any matter that is not subject to arbitration, the state and federal courts located in Los Angeles County, California have exclusive jurisdiction, and each party consents to personal jurisdiction there.

19. Copyright complaints

We respect intellectual property and respond to notices of claimed copyright infringement, including notices under the Digital Millennium Copyright Act (DMCA). If you believe content on the Services infringes your copyright, email chirp@birdlinestudios.com with the subject line “Copyright notice” and include: a description of the copyrighted work; the URL or location of the material you believe infringes it; your name, address, phone number and email; a statement that you have a good-faith belief the use is not authorized by the owner, its agent or the law; a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act for the owner; and your physical or electronic signature.

If your content was removed and you believe it was not infringing, you may send a counter-notice to the same address with the equivalent information. We terminate the accounts of repeat infringers in appropriate circumstances.

20. Changes to these Terms and general provisions

Changes. We may update these Terms from time to time. We will post the new version at birdlinestudios.com/terms and update the effective date. If a change is material, we will give you at least 30 days’ notice by email to your account address or by a notice in the App before it takes effect. For an Order Form with a defined scope or period, changes take effect at the next renewal or new Order Form. Your continued use of the Services after a change takes effect means you accept it; if you do not, you may cancel as described in Section 14.

Entire agreement and precedence. These Terms, our Privacy Policy and any Order Forms are the entire agreement between you and Birdline about the Services and replace any earlier agreements or proposals. If they conflict, an Order Form governs for its engagement, then these Terms, then the Privacy Policy. Terms in a purchase order or similar document you send us do not apply unless we sign them.

Assignment. You may not assign or transfer these Terms or any Order Form without our written consent, except to a successor in a merger or sale of substantially all of your assets who agrees in writing to be bound. Birdline may assign them to an affiliate or a successor to its business. Any other attempted assignment is void.

Independent parties. Birdline and you are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and Birdline’s creatives and crews are not your employees.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, severe weather affecting a shoot, epidemics, labor disputes, government action, utility or internet failures, or the unavailability or policy changes of a Connected Platform. The affected party will tell the other promptly and resume performance as soon as it can.

Notices. Notices to Birdline must be sent by email to chirp@birdlinestudios.com, and are effective when received. Notices to you may be sent to the email address on your account or posted in the App, and are effective when sent or posted.

Electronic agreement. You agree to receive communications from us electronically and that electronic signatures, click-through acceptances and records satisfy any legal requirement for a writing or signature.

Export and sanctions. You may not use the Services in violation of US export control or sanctions laws, and you represent that you are not located in, and are not a national of, a country subject to comprehensive US sanctions and are not on any US government restricted-party list.

California notice. Under California Civil Code §1789.3, California users may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (800) 952-5210.

Interpretation. Headings are for convenience only. “Including” means “including without limitation.” If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms remain in effect. A party’s failure to enforce a provision is not a waiver of its right to do so later. There are no third-party beneficiaries of these Terms, except the people Birdline indemnifies under Section 17. These Terms are written in English, and any translation is for convenience only.

21. Contact

Company: Mike Pagan Studio Inc. dba Birdline
HQ: Torrance, CA
Email: chirp@birdlinestudios.com (legal notices, billing and privacy)
Support: birdlinestudios.com/support

Terms of Service