Terms and Conditions

1. Agreement; Acceptance of Terms

These Terms and Conditions (“Terms”), together with any supplemental terms, policies, or agreements referenced herein (collectively, the “Agreement”), govern your access to and use of the services, software, and applications provided by Integrity Media Solutions LLC (“IMS,” “we,” “us,” or “our”), including without limitation the IntegraOS platform, its web-based interface, mobile applications, and all related production management tools, features, and functionality (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity, and “you” shall refer to such entity. If you do not agree to these Terms, you may not access or use the Services.

2. License; Access and Use

Subject to your compliance with this Agreement, IMS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the applicable subscription term solely for your internal production, business, and project management purposes. The Services are licensed and not sold, and no ownership rights are conveyed. IMS reserves all rights not expressly granted herein.

You shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services; copy, modify, adapt, or create derivative works; sell, lease, sublicense, distribute, or otherwise transfer the Services; use the Services to develop or support a competing product or service; or interfere with or disrupt the integrity, performance, or security of the Services; or access the Services through unauthorized automated means.

3. Production Functionality; No Reliance

The Services include tools designed to facilitate production workflows, including without limitation scheduling, budgeting, stripboarding, call sheet generation, crew communications, and related coordination features. You acknowledge that such tools are provided for operational convenience only. IMS does not warrant the accuracy, completeness, or reliability of any outputs generated by the Services, including schedules, budgets, cost calculations, union assumptions, or call sheet data. You remain solely responsible for reviewing, verifying, and approving all outputs prior to reliance in any production, financial, or legal context.

4. User Content and Account Responsibility

You are solely responsible for all data, information, and materials submitted to or generated through the Services (“User Content”), including its accuracy, legality, and appropriateness. You represent and warrant that you have all rights, permissions, and consents necessary to provide such User Content and to permit its use in connection with the Services. IMS assumes no responsibility or liability for User Content.

You are responsible for all activity conducted under your account and for ensuring that all authorized users comply with this Agreement. You agree to use the Services in accordance with all applicable laws, including those relating to employment, labor, payroll, and union obligations.

5. Payroll, Union, and Financial Data Disclaimer

Any tools or features relating to budgeting, payroll estimation, union calculations, fringes, or cost projections are provided for informational purposes only. IMS does not provide payroll services, does not act as an employer of record, and does not guarantee compliance with union agreements or labor laws. All calculations are dependent on user inputs and generalized assumptions and may not reflect actual contractual obligations. You are solely responsible for verifying all financial data and ensuring compliance with applicable laws and agreements.

6. Service Availability

IMS will use commercially reasonable efforts to make the Services available; however, IMS does not guarantee uninterrupted or error-free operation. The Services may be subject to downtime for maintenance, updates, or unforeseen technical issues. IMS may modify, suspend, or discontinue any aspect of the Services at any time without liability.

7. Usage Limitations

The Services may be subject to usage limitations, including limits on users, projects, storage, or features. IMS reserves the right to enforce such limits and to require subscription upgrades, assess overage fees, or suspend access in the event of non-compliance.

8. Beta Services

Certain features may be offered on a beta or pre-release basis (“Beta Services”). Beta Services are provided “as is,” may be modified or discontinued at any time, and are excluded from warranties, service commitments, and indemnification obligations.

9. Intellectual Property; Feedback

IMS retains all right, title, and interest in and to the Services and all related intellectual property. No rights are granted except as expressly set forth herein.

Any feedback, suggestions, or ideas provided by you may be used by IMS without restriction or obligation. IMS may also use anonymized and aggregated data derived from use of the Services to improve functionality and generate insights, provided such data does not identify you.

10. Privacy and Data Security

Your use of the Services is subject to IMS’s Privacy Policy. You are responsible for obtaining all necessary consents for personal data processed through the Services. IMS will implement commercially reasonable safeguards but does not guarantee absolute security.

11. Indemnification

You agree to defend, indemnify, and hold harmless IMS and its officers, directors, employees, and affiliates from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your use of the Services, (ii) your User Content, (iii) your violation of this Agreement, or (iv) your violation of applicable laws, including labor, payroll, or union-related obligations.

12. Warranties; Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IMS DOES NOT WARRANT THAT THE SERVICES OR ANY OUTPUTS WILL BE ACCURATE, RELIABLE, OR ERROR-FREE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION. IMS’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Suspension and Termination

IMS may suspend or terminate access to the Services if it determines that your use violates this Agreement, poses a risk, is required by law, or involves non-payment. Access may be restored at IMS’s discretion upon resolution.

15. Force Majeure

IMS shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or infrastructure failures, or governmental actions.

16. Assignment

You may not assign or transfer this Agreement without IMS’s prior written consent. IMS may assign this Agreement without restriction.

17. Entire Agreement

This Agreement constitutes the entire agreement between you and IMS regarding the Services and supersedes all prior agreements or understandings.

18. Governing Law

This Agreement shall be governed by the laws of the State of Georgia. Any disputes shall be resolved exclusively in the courts located in Atlanta, Georgia.