Terms Of Service
Please read these Terms carefully. They form a binding agreement between you and Narona LLC, operating as Autonomous Studios (referred to in these Terms as “Narona LLC,” “we,” “us,” or the “Company”), and govern access to and use of our website, autonomous video studio platform, related software, hardware-enabled services, and professional services (together, the “Services”). If you use the Services on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” and “Customer” refer to that organization. If you do not agree to these Terms, do not use the Services.
Enterprise customers: If you and Narona LLC have signed a Master Services Agreement, Order Form, Statement of Work, Data Processing Addendum, or other written agreement that expressly applies to the Services, that signed agreement controls if it conflicts with these Terms, as described in Section 4. Nothing in these Terms is intended to reduce protections expressly agreed in a signed enterprise agreement.
Contents
1. Acceptance of these Terms
2. Definitions
3. The Services
4. Enterprise orders and order of precedence
5. Accounts and Authorized Users
6. Customer Content and content rights
7. Company intellectual property and feedback
8. Acceptable use
9. Third-party services and integrations
10. Fees, taxes, and payment
11. Confidentiality
12. Privacy and security
13. Warranties and disclaimers
14. Limitation of liability
15. Indemnification
16. Term, suspension, and termination
17. Compliance with laws
18. Publicity
19. Changes to the Services and to these Terms
20. Dispute resolution and governing law
21. General provisions
1. Acceptance of these Terms
By accessing or using the Services, creating an account, clicking to accept, or executing an Order Form that references these Terms, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. These Terms apply to visitors to our website as well as to customers and their Authorized Users.
Additional terms may apply to specific features, pilot programs, beta services, hardware, or professional services. Those additional terms will be presented to you in connection with the relevant service and, unless they state otherwise, form part of these Terms for that service.
You may not use the Services if you are barred from doing so under applicable law or if you have previously been suspended or removed from the Services for a material violation of these Terms.
2. Definitions
“Company” means Narona LLC, a limited liability company operating as Autonomous Studios, located at 412 E Santa Clara Street, Hebbronville, Texas 78361.
“Services” means the website at www.autonomous-studios.com, the Autonomous Studios platform, applications, application programming interfaces (APIs), studio control and automation software, and related documentation.
“Customer” means a company or individual that has entered into these Terms or an Order Form for the Services.
“Authorized User” means an individual whom Customer authorizes to use the Services under Customer’s account.
“Customer Content” means video, audio, images, recordings, files, data, text, metadata, and other material that Customer or its Authorized Users upload, record, create, transmit, or store through the Services, including recordings produced in a studio deployment.
“Order Form” means an ordering document, online purchase, Statement of Work, or proposal signed or accepted by both parties (or accepted by Customer where signature is not required) that describes the Services, fees, term, and any special terms.
“Personal Data” means information relating to an identified or identifiable individual, as defined under applicable privacy law.
3. The Services
Narona LLC provides technology and services that enable organizations to plan, record, produce, manage, and distribute video with a high degree of automation, including remotely operated and self-service studio configurations, related software, and implementation and support services described in an Order Form.
Service availability and features depend on the plan, configuration, and Order Form you purchase. We may improve, modify, or add features over time, provided that we will not materially reduce the core functionality of a paid enterprise service during its current subscription term without notice as described in Section 19.
Some Services may include hardware, installed equipment, or on-premises components. Unless an Order Form states that title passes to Customer, such equipment remains the property of Narona LLC or its licensors and must be used only with the Services, handled with reasonable care, and made available for maintenance, retrieval, or replacement as reasonably required.
Beta, preview, and evaluation features are provided for testing purposes only, may be changed or withdrawn at any time, and are excluded from any service-level commitment unless we state otherwise in writing.
4. Enterprise orders and order of precedence
Enterprise Services are provided under the applicable Order Form. An Order Form becomes binding when it is signed, accepted electronically, or when Customer begins using the enterprise Services described in it, whichever occurs first.
If there is a conflict among documents, the following order of precedence applies, from highest to lowest, unless a signed agreement states a different order: (a) a signed Master Services Agreement between the parties; (b) the applicable Order Form and any Data Processing Addendum; (c) these Terms; and (d) documentation and website descriptions. A Customer purchase order or vendor-portal term that purports to add to or vary these Terms or an Order Form is of no effect unless Narona LLC expressly agrees to it in a signed writing.
Statements of Work for implementation, studio build-out, training, or other professional services will describe deliverables, assumptions, Customer dependencies, fees, and acceptance criteria where applicable. Customer will provide timely access to personnel, facilities, information, and approvals reasonably needed for performance.
5. Accounts and Authorized Users
You must provide accurate and complete account information and keep it current. Customer is responsible for all activity under its accounts, including the acts and omissions of its Authorized Users, contractors, and anyone who accesses the Services through Customer’s credentials or studio locations.
Customer will ensure that Authorized Users keep credentials confidential, use the Services only within the scope authorized by Customer and these Terms, and promptly notify Narona LLC of any unauthorized access or security incident of which Customer becomes aware. Accounts and seats may not be shared in a way that exceeds the number or type of users purchased, unless the applicable plan expressly permits shared studio access.
We may require reasonable identity, authorization, or security verification before granting, restoring, or changing administrative access.
6. Customer Content and content rights
As between the parties, Customer retains all rights, title, and interest in and to Customer Content. Narona LLC acquires no ownership of Customer Content under these Terms.
Customer grants Narona LLC a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, transcode, store, back up, display, and otherwise use Customer Content solely as necessary to provide, secure, support, and maintain the Services for Customer, and to comply with law. Customer is responsible for obtaining all rights, permissions, releases, and consents needed for Customer Content and for its recording, use, and distribution, including rights relating to people, locations, music, trademarks, and third-party material appearing in recordings.
Customer is solely responsible for the accuracy, legality, and appropriateness of Customer Content and for decisions to publish, distribute, retain, or delete it. We do not review Customer Content for legal compliance and are not the publisher of Customer Content.
Unless an Order Form, Data Processing Addendum, or Customer instruction states otherwise, we will delete or return Customer Content following termination in accordance with Section 16. Aggregated or de-identified data that does not identify Customer or any individual may be used to operate and improve our Services, provided it does not disclose Customer Content or Confidential Information.
7. Company intellectual property and feedback
Narona LLC and its licensors retain all rights, title, and interest in and to the Services, our software, automation methods, templates, designs, documentation, trademarks, and all improvements and derivative works of them, except for Customer Content and Customer Confidential Information. No rights are granted other than the limited right to use the Services as expressly permitted by these Terms and the applicable Order Form.
Customer will not copy, modify, reverse engineer, decompile, or create derivative works of the Services except to the extent that a restriction is prohibited by applicable law, and will not remove or alter proprietary notices.
If you provide suggestions, ideas, or feedback, you grant Narona LLC a perpetual, royalty-free right to use it without restriction or payment, provided it does not include your Confidential Information or Personal Data. Feedback does not create any obligation to implement a suggestion.
8. Acceptable use
You will not, and will not permit any Authorized User or third party to:
use the Services in violation of applicable law, regulation, or the rights of others, including privacy, publicity, intellectual property, and recording and consent laws;
record, monitor, or distribute content involving any person without the permissions required by law and by Customer’s own policies;
upload or transmit malware, harmful code, or material that disrupts, overloads, or interferes with the Services or connected networks;
gain or attempt to gain unauthorized access to the Services, other accounts, systems, or data, or probe or scan for vulnerabilities except as expressly authorized in writing;
use the Services to develop a competing product by copying its features or user experience in a manner that infringes our rights, or to benchmark for publication without our prior written consent;
resell, rent, sublicense, or provide the Services to third parties except as expressly permitted in an Order Form;
misrepresent your identity or affiliation, or use the Services to send unlawful spam or deceptive communications; or
circumvent usage limits, access controls, or technical measures in the Services.
We may investigate suspected violations and may cooperate with law enforcement where required or appropriate. Enforcement, including suspension under Section 16, will be proportionate to the nature and severity of the violation where reasonably practicable.
9. Third-party services and integrations
The Services may interoperate with third-party products, cloud services, storage, conferencing and distribution platforms, hardware, and integrations that Customer enables. Third-party services are provided by their respective providers under their own terms and privacy policies, and Narona LLC is not responsible for them.
If Customer enables an integration, Customer authorizes us to exchange Customer Content and related data with that provider as directed by Customer’s configuration. Customer is responsible for reviewing the data practices and permissions of any third-party service it connects.
Reference to a third-party product or service does not imply endorsement. Availability of an integration may change if the third-party provider changes or withdraws its service.
10. Fees, taxes, and payment
Fees are stated in the applicable Order Form or, for self-service purchases, at the point of purchase. Unless otherwise stated, fees are in U.S. dollars, are non-refundable except as expressly provided in these Terms or an Order Form, and exclude taxes.
Invoices are payable within thirty (30) days of the invoice date unless an Order Form states otherwise. Customer will pay all applicable sales, use, value-added, withholding, and similar taxes arising from its purchase, other than taxes based on Narona LLC’s net income. If Customer is tax-exempt, Customer will provide a valid exemption certificate before the relevant invoice is issued.
If Customer disputes an invoice in good faith, Customer will pay the undisputed portion on time, notify us in writing of the dispute within fifteen (15) days of the invoice date, and cooperate to resolve it promptly. Undisputed overdue amounts may bear interest at the lesser of one percent (1.0%) per month or the maximum rate permitted by law, and we may suspend the affected Services after notice and a reasonable cure period as described in Section 16.
Subscription fees for a renewal term may change if we give notice at least sixty (60) days before renewal for enterprise subscriptions, or as otherwise stated in the Order Form. Continued use after a notified price change takes effect constitutes acceptance of the new fees for the renewal term.
11. Confidentiality
“Confidential Information” means non-public information disclosed by or on behalf of a party that is marked confidential or that, given its nature and the circumstances of disclosure, should reasonably be understood to be confidential. It includes Customer Content, business and technical plans, pricing in an Order Form, and security documentation.
The receiving party will use Confidential Information only to perform and receive the Services, protect it with at least reasonable care, and disclose it only to its personnel, contractors, and advisers who need to know it and are bound by confidentiality duties at least as protective as these. Confidential Information does not include information that is generally available to the public without fault, was already known without a duty of confidentiality, is received from a third party without such a duty, or is independently developed without use of the disclosing party’s Confidential Information.
A party may disclose Confidential Information where required by law, regulation, or court or governmental order, provided it gives prompt notice where legally permitted and cooperates reasonably to limit the disclosure. These duties apply for three (3) years after disclosure, and for Customer Content and trade secrets for so long as they retain that status under applicable law.
12. Privacy and security
Our collection and use of Personal Data through our website and Services is described in our Privacy Policy, available at www.autonomous-studios.com. Where Narona LLC processes Personal Data on behalf of an enterprise Customer, the parties’ Data Processing Addendum, where executed or incorporated in an Order Form, governs that processing and prevails over this Section to the extent of any conflict.
Narona LLC maintains administrative, technical, and organizational safeguards designed to protect the Services and Customer Content against unauthorized access, loss, and misuse, proportionate to the nature of the Services. No security program can eliminate all risk, and Customer remains responsible for configuring the Services appropriately, managing Authorized Users and studio access, and maintaining copies of Customer Content that Customer wishes to preserve independently.
Customer will promptly notify Narona LLC if it becomes aware of unauthorized access to its account or studio deployment, and will cooperate reasonably with investigation and remediation.
13. Warranties and disclaimers
For paid enterprise Services, Narona LLC warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term, and that professional services will be performed in a professional and workmanlike manner consistent with industry standards. Customer’s exclusive remedy for a breach of this warranty is, at our option, re-performance or repair of the affected service or, if we cannot remedy the breach after reasonable efforts, termination of the affected service and a pro-rata refund of prepaid fees for the period after the breach was reported.
Except as expressly stated in this Section, and to the maximum extent permitted by law, the Services are provided “as is” and “as available,” and Narona LLC disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Services will be uninterrupted, error-free, or completely secure.
Customer acknowledges that recording, production, and distribution decisions, and the content created with the Services, remain Customer’s responsibility. Nothing in the Services constitutes legal, tax, financial, or compliance advice.
14. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or loss of anticipated savings, even if advised of the possibility of such damages. This exclusion does not apply to amounts payable under Section 15, a party’s breach of confidentiality, or damages that cannot be excluded under applicable law.
To the maximum extent permitted by law, each party’s aggregate liability arising out of or relating to these Terms and the Services will not exceed the amounts paid or payable by Customer to Narona LLC for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim. For website use or free, trial, or beta services where no fees have been paid, the cap is one hundred U.S. dollars (US $100).
The limitations in this Section do not limit liability for fraud, willful misconduct, infringement of the other party’s intellectual property rights, or any liability that cannot be limited under applicable law, and they apply regardless of the form of action and even if a limited remedy fails of its essential purpose.
15. Indemnification
Narona LLC will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services as provided by Narona LLC infringes that third party’s intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement, subject to this Section. If such a claim arises, Narona LLC may, at its option, obtain the right to continued use, replace or modify the affected Service to be non-infringing without materially reducing functionality, or terminate the affected Service and refund prepaid fees for the unused portion of the term.
Customer will defend Narona LLC against any third-party claim arising from Customer Content, Customer’s use of the Services in breach of these Terms or applicable law, or Customer’s products, services, or distributions, and will pay damages and costs finally awarded or agreed in settlement.
The indemnified party will give prompt notice of a claim, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party, provided that no settlement that imposes obligations (other than payment), admissions, or restrictions on the indemnified party will be entered without its prior written consent, not to be unreasonably withheld. These indemnities do not apply to the extent a claim arises from the indemnified party’s breach of these Terms, modifications made other than by the indemnifying party, or combination of the Services with items not provided by Narona LLC where the claim would not have arisen without that combination.
16. Term, suspension, and termination
These Terms take effect when you first accept them or use the Services and continue until terminated as described in this Section. Enterprise subscriptions run for the term stated in the Order Form and renew as stated there; if no renewal term is stated, subscriptions renew for successive periods equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days before the current term ends.
Either party may terminate these Terms or an Order Form for material breach if the breaching party does not cure the breach within thirty (30) days after receiving written notice describing it in reasonable detail. Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or receivership proceedings that are not dismissed within sixty (60) days.
We may suspend access to the Services, in whole or in part, if: (a) Customer’s account is overdue and remains unpaid fifteen (15) days after notice; (b) suspension is reasonably necessary to protect the security, integrity, or availability of the Services or the rights of others; (c) use violates Section 8 or applicable law and continued use creates risk; or (d) we are required to do so by law. Where reasonably practicable, we will give notice before or promptly after suspension and restore access promptly once the cause is resolved.
Upon expiration or termination, Customer’s right to use the terminated Services ends. For thirty (30) days after the effective date of termination of a paid enterprise subscription (or a longer period stated in an Order Form or Data Processing Addendum), Narona LLC will make Customer Content available for export through the Services or by a reasonable alternative method, after which it may be deleted from active systems in the ordinary course, subject to legal retention requirements and backup cycles. Fees paid for periods before termination are non-refundable except where Customer terminates for Narona LLC’s uncured material breach or where an Order Form states otherwise.
Sections 6 through 15 and 17 through 21, and any accrued payment obligations, survive expiration or termination.
17. Compliance with laws
Each party will comply with laws applicable to its performance under these Terms. Customer is responsible for determining and complying with recording, consent, privacy, employment, advertising, and content-distribution laws that apply to its use of the Services, including laws governing the recording of individuals in its studios and workplaces.
You will not export, re-export, or provide access to the Services in violation of U.S. export control or sanctions laws, and you represent that you are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction, and are not a sanctioned person. Each party will comply with applicable anti-corruption laws in connection with the Services.
18. Publicity
Neither party will use the other party’s name, logo, or trademarks, or identify the other party as a customer, vendor, or case-study subject, without the other party’s prior written consent, except that Narona LLC may identify Customer by name (without logo) in a factual customer list if Customer has expressly agreed to this in an Order Form. Any consent may be withdrawn on written notice, and the withdrawing party will cease new uses promptly and remove digital uses within a reasonable period.
19. Changes to the Services and to these Terms
We may update the Services, including adding, modifying, or discontinuing features, provided that a change that materially reduces the core functionality of a paid enterprise Service will not take effect for that Customer until the end of its then-current subscription term, unless the change is required for security, legal compliance, or the protection of the Services, in which case we will give as much advance notice as reasonably practicable.
We may update these Terms from time to time. For enterprise Customers under an active Order Form, material changes to these Terms will take effect at the start of the next renewal term, and we will give notice at least thirty (30) days in advance by email to the notice contact in the Order Form, by posting through the Services, or by posting on www.autonomous-studios.com. For website visitors and other users, updated Terms take effect when posted, with the effective date shown at the top of this document. Continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If you do not agree to an update, you must stop using the Services; enterprise Customers may instead give notice of non-renewal as described in Section 16.
20. Dispute resolution and governing law
The parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms through negotiation between executives with authority to settle it for fifteen (15) business days after written notice of the dispute. If negotiation does not resolve the dispute, either party may bring an action in the courts described below, except that either party may seek interim or provisional relief, including injunctive relief, from a court of competent jurisdiction at any time.
These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules that would cause the laws of another jurisdiction to apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The exclusive venue for any action arising out of or relating to these Terms or the Services is the state or federal courts located in Texas, and the parties consent to the personal jurisdiction of those courts. Each party waives jury trial to the maximum extent permitted by law. No class, collective, consolidated, or representative action may be brought under these Terms, and a court may not consolidate claims of different customers or users.
Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action accrues, except that this period does not apply to payment obligations, indemnification claims based on third-party actions, or claims that cannot be so limited under applicable law.
21. General provisions
Entire agreement
These Terms, together with any Order Form, Master Services Agreement, Data Processing Addendum, and additional terms expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede prior and contemporaneous agreements, proposals, and communications regarding their subject matter.
Assignment
Neither party may assign these Terms or any rights or obligations under them, in whole or in part, without the other party’s prior written consent, except that either party may assign them in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which the Services relate, provided the assignee is not a direct competitor of the non-assigning party and assumes all obligations in writing. Any unauthorized assignment is void.
Notices
Notices under these Terms must be in writing. Notices to Narona LLC must be sent to: Narona LLC, 412 E Santa Clara Street, Hebbronville, Texas 78361, with a copy by email to info@naronafilms.com. Notices to Customer will be sent to the address or email stated in the applicable Order Form or account record. Notice is deemed given when delivered personally, when confirmed received by email, one (1) business day after sending by nationally recognized overnight courier, or three (3) business days after mailing by certified or registered mail, postage prepaid.
Severability, waiver, and interpretation
If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions will continue in full effect. A party’s failure or delay in enforcing any provision is not a waiver of that or any other provision, and no waiver is effective unless in writing. Headings, captions, and the word “including” are for convenience or as illustrative and do not limit the scope of any provision. These Terms will not be construed against a party as its drafter.
Relationship of the parties and third-party beneficiaries
The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, agency, or franchise relationship. There are no third-party beneficiaries to these Terms except a party’s permitted successors and assigns and the indemnified parties under Section 15.
Force majeure
Neither party will be liable for delay or failure to perform (other than payment for Services already received) to the extent caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, embargo, governmental action, labor dispute, or failure of power, telecommunications, or third-party hosting beyond that party’s reasonable control. The affected party will give prompt notice and resume performance as soon as reasonably practicable.
Contact us
Questions about these Terms or the Services may be directed to Narona LLC, 412 E Santa Clara Street, Hebbronville, Texas 78361; by email at info@naronafilms.com; or through www.autonomous-studios.com.