BY ACCESSING OR USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, OR IF YOU ARE NOT, THEN YOUR PARENT OR GUARDIAN HAS ENTERED INTO THIS AGREEMENT ON YOUR BEHALF.
- Changes to this Agreement and the Services:
By accessing or using the Services, You agree to the terms of this Agreement. We reserve the right, in Our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement and to review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services, at any time. We shall endeavor to notify You of these changes by email or by making available the revised version of this Agreement through or in connection with the Services. You can determine when We last changed this Agreement by referring to the “Last Updated” legend above. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in compliance with this Agreement, then You must terminate, and immediately stop using the Services. Your access to or use of the Services following changes to this Agreement shall constitute Your acceptance of those changes. Notwithstanding the foregoing, any changes to this Agreement shall not apply to any dispute between You and Unreel prior to the date on which We posted the revised version of this Agreement incorporating such changes or otherwise notified You of such changes. We may, at any time, temporarily or permanently modify or discontinue, in whole or in part, any or all of the Services; change, modify or waive any fees required to use the Services; or offer opportunities to some or all users of the Services.
- Unreel Connects Users with Content Creators:
Unreel is a platform that enables content creators to monetize their work. Through Our website (www.unreel.me) (the “Site”), App and other media, the Services make accessible various content, including, without limitation, videos, photographs, images, artwork, graphics, audio clips, editorial content, data, text, software, projects and other material and information and the associated trademarks and underlying copyrightable works (collectively, the “Content”). Content creators, users and other visitors to the Site or App may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post or otherwise make accessible Content.
- Intellectual Property Rights:
The Services are protected by trade dress, copyright, moral rights, trademark and/or other laws relating to intellectual property and other proprietary rights, and are solely and exclusively owned by Unreel and its licensors. All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively, the “Proprietary Material”) that users see or read through the Services is owned by Unreel, excluding User Generated Content that Unreel has the right to use. The Services are licensed, not sold, to end users. Subject to Your compliance with the terms and conditions of this Agreement, and solely for as long as You are expressly permitted by Unreel to access the Services, Unreel agrees to permit You to access and use the Services, on a non-exclusive, non-transferable, non-sublicensable, revocable, limited basis, solely for Your personal, non-commercial purposes and solely in accordance with this Agreement, including, with respect to any App made available via download (i) to install such App on an Internet-connected personal computer, mobile phone, or other device in Your possession and control, and (ii) to access and use such App as installed on such device. If You fail to comply with any of the terms or conditions set forth in this Agreement, then this Agreement (including the foregoing grant of permission to use the Services) will automatically terminate, whereupon You will immediately (x) cease accessing and using the Services; and (y) for an App made available via download of a software application, remove (e.g. by uninstalling and deleting) such App from any mobile device on which You installed it. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Unreel’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of Proprietary Material, other than as permitted herein, is expressly prohibited without the prior written consent of Unreel and, if applicable, the holder of the rights to the User Generated Content.
The trade names, trademarks and service marks of Unreel, including without limitation Unreel.me and the Unreel logos are owned by Unreel, whether registered or unregistered. Nothing contained in this Agreement or on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Unreel’s trade names, trademarks or service marks without Unreel’s prior written consent. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
PLEASE NOTE THAT UNAUTHORIZED USE OF THE SERVICES MAY SUBJECT YOU TO MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIES, INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.
Notwithstanding the foregoing, in addition to the potential fees to access or use the Services (or certain features therein), users of the Services sponsor other users. Unreel will not be a party to any of these contracts for services. Unreel facilitates these contracts by supplying a medium for the exchange of money. Payment will be processed at the end of a completed content creation transaction on a monthly cycle. Content creators who create rewards chosen by users are required to provide these rewards. Any payment in cash outside of the Services are NOT subject to refunds. Any reimbursement expenses that are incurred by a User in connection with the completion of a service, however, may be paid in cash offline or through the Service.
- Billing, Pricing and Payment Policy
For all purchases and payments for reimbursement costs, fees or expenses associated with a pledge, unless You use Your account credits, Unreel will charge Your credit card according to the amount agreed upon between You and Unreel for the use of the Services, and You hereby authorize Us to charge your credit card for such amounts. Unreel retains the right, in its sole discretion, to place a hold on any payment for Content.
Unreel has no obligation to provide refunds or credits to payments already made to content creators, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Unreel, in each case in Unreel’s sole discretion.
You will be liable for all transaction taxes on the services provided under this Agreement (other than taxes based on Unreel’s income).
You will agree to a 20% revenue share (plus any processing costs) to Unreel when you signup as a creator on http://admin.unreel.me/signup
- Public Forums and Rules of Conduct:
The Services may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Forums”) that allow users to communicate with other users. You may only use such Public Forums to send and receive messages that are relevant and proper to the applicable forum. Without limitation, You may not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights or privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
- Use the Services for any purpose, including, but not limited to posting or creating content, in violation of local, state, national or international law.
- Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
- Advertise or offer to sell any goods or services for any commercial purpose through the Service which are not relevant to the services offered through the Service.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or allow any other person or entity to use Your identification to post or view comments.
- Post the same note repeatedly (referred to as “spamming”). Spamming is strictly prohibited.
- Download any file posted by another user that a user knows, or reasonably should know, cannot be legally distributed through the Services.
- Restrict or inhibit any other user from using and enjoying the Public Forums.
- Imply or state that any statements You make are endorsed by Unreel, without the prior written consent of Unreel.
- Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrap or index the Services in any manner.
- Hack or interfere with the Services, its servers or any connected networks.
- Adapt, alter, license, sublicense or translate the Services for Your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Unreel.
- Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Services or any of the software used to provide any App.
- Request, obtain, collect, store or modify personally identifiable information about other users of the Services.
If You violate any of the guidelines set forth above, or any other aspect of this Agreement, then without limiting Unreel’s other rights and remedies, Unreel may immediately suspend or terminate this Agreement and/or any of Your rights pursuant to Section 2 above, without giving You any notice. Unreel reserves the right to investigate and prosecute violations of the above to the fullest extent of the law. Unreel may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
You acknowledge and agree that (1) Unreel reserves the right (but has no obligation) to evaluate each Posting before allowing it to be posted on or in connection with the Services; and (2) We may do one (1) or all of the following at Our discretion: (i) monitor Postings; (ii) alter, remove or refuse to post or allow to be posted any Posting; and/or (iii) disclose any Postings, and the circumstances surrounding their transmission, to any third party (aa) in order to operate the Services; (bb) to protect the Unreel Entities and Our users; (cc) to comply with legal obligations or governmental requests; (dd) to enforce this Agreement; or (ee) for any other reason or purpose. All submissions made to the Public Forums (each, a “Posting”) will be public, and Unreel will not be responsible for the action of other users with respect to any information or materials posted in Public Forums.
- No Solicitation:
Without limitation, the Services may not be used to solicit for any other business, website or service. You may not solicit, advertise for, or contact in any form users for employment, contracting, or any other purpose not related to the Service facilitated through Unreel without express written consent from Unreel.
You may not use the Service to collect usernames and/or email addresses of Users by electronic or other means without the express written consent of Unreel.
- Your Information:
“Your Information” is defined as any information and materials You provide to Unreel or other users in connection with Your registration for and use of the Services, including without limitation that posted or transmitted for use in Public Forums. You are solely responsible for Your information, and We act merely as a passive conduit for Your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each user, is collectively referred to herein as “User Generated Content.” You hereby represent and warrant to Unreel that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Unreel or cause Unreel to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The Services host User Generated Content relating to reviews of specific users. Such reviews are opinions and not the opinion of Unreel, have not been verified by Unreel and each user should undertake his or her own research to be satisfied that a specific content creator is someone that user is willing to sponsor. You agree that Unreel is not liable for any User Generated Content.
You hereby grant Unreel a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights You have in Your Information, in any media now known or not currently known in order to perform and improve upon the Services.
- Unreel Only Provides a Venue:
The Services provide a communications platform for enabling connections between users. Unreel does not take part in the interaction between users. Unreel does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any ratings provided by users, Content provided by Users, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Unreel makes no representation about the suitability, reliability, timeliness, or accuracy of the Content requested and provided by Users identified through the Services whether in public, private or offline interactions. Unreel cannot confirm that each User is who s/he claims to be. Unreel does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Services.
In addition to any restrictions set forth in Section 2, You shall not (a) rent, lease, timeshare, license, distribute, sublicense or otherwise transfer any part or all of the Services (as a standalone product or in conjunction with other products); (b) make copies of all of any portion of the Services, except solely as necessary to install and use an App in accordance with this Agreement; (c) modify, translate, reverse engineer, decompile or disassemble the Services, except solely to the extent that such prohibition is not permitted under applicable law; (d) create derivative works of or from the Services or any intellectual property content included therein; (e) incorporate any part of the Services into any product or services; (f) use the Services for unpermitted commercial purposes; and (g) remove, alter or obscure any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels that appear on the Services.
- Third Party Content:
- Third Party Accounts:
As part of the functionality of the Services, You may link your account with online accounts You may have with third party service providers (each such account, a “Third Party Account”) by either (i) providing your Third Party Account login information through the Services; or (ii) allowing Unreel to access Your Third Party Account, as is permitted under the applicable terms and conditions that govern Your use of each Third Party Account. You represent that you are entitled to disclose Your Third Party Account login information to Unreel and/or grant Unreel access to Your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by You of any of the terms and conditions that govern Your use of the applicable Third Party Account and without obligating Unreel to pay any fees or making Unreel subject to any usage limitations imposed by such third party service providers. By granting Unreel access to any Third Party Accounts, You understand that (x) Unreel may access, make available and store (if applicable) any content that You have provided to and stored in Your Third Party Account (the “Outside Account Content”) so that it is available on and through the Services via your account, including without limitation any friend lists, and (y) Unreel may submit and receive additional information to/from your Third Party Account to the extent You are notified when You link Your Unreel account with the Third Party Account. Unless otherwise specified in this Agreement, all Outside Account Content, if any, shall be considered to be User Generated Content for all purposes of this Agreement. Depending on the Third Party Accounts you choose and subject to the privacy settings that You have set in such Third Party Accounts, personally identifiable information that You post to Your Third Party Accounts may be available on and through your account on the Services. Please note that if a Third Party Account or associated services becomes unavailable or Unreel’s access to such Third Party Account is terminated by the third party service provided, then Outside Account Content may no longer be available on and through the Services. You will have the ability to disable the connection between Your account on the Services and Your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BUY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Unreel makes no effort to review any Outside Account Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Unreel is not responsible for any Outside Account Content. You acknowledge and agree that Unreel may access Your e-mail address book associated with a Third Party Account and Your contacts list stored on Your mobile device or tablet computer solely for the purposes of identifying and informing You of those contacts who have also registered to use the Services. At Your request made via e-mail to ______________, Unreel will deactivate the connection between the Services and Your Third Party Account and delete any information stored on Unreel’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with Your account.
- Account; Passwords; Security:
You will need to register to use any or all of the Services, and You should not register if You are under the age of thirteen (13). We may reject, or require that You change, any username, password or other information that You provide to Us in registering. Please be advised, however, that Your username may become visible to other users of the Services; accordingly, You may not want to choose a username that reveals Your identity, such as Your full name or e-mail address. You are the sole authorized user of your account and You are responsible for maintaining the confidentiality of any password and account number provided by You or Unreel for accessing the Services. You are solely and fully responsible for all activities that occur under Your password or account. Unreal has no control over the use of any user’s account and expressly disclaims any liability derived therefrom. Should You suspect that any unauthorized party may be using Your password or account or You suspect any other breach of security, You must contact Unreel immediately. You, and not Unreel, are responsible for any use or misuse of Your password and/or Services account.
The Services are only venues for connecting users. Because Unreel is not involved in the actual contact between users or in the completion of the content creation, in the event that You have a dispute with one (1) or more users, you release Unreel (and Our officers, directors, agents, investors, subsidiaries and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Unreel expressly disclaims any liability that may arise between users of its Services.
- Claims of Copyright Infringement
Unreel respects the intellectual property of others and expects its users to do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes upon their rights under U.S. copyright law. If You believe in good faith that any material available on or accessible through the Services infringe upon Your copyright, then You (or Your agent) may send Unreel a notice requesting that Unreel remove the material or block access to it. Similarly, if You believe in good faith that someone has wrongly filed a notice of copyright infringement against You, then the DMCA permits You to send Unreel a counter-notice. Notices and counter-notices must include the following information and be sent to Unreel’s designated agent, or 565 Trinidad Lane, Foster City, CA 94404
- A description of the copyrighted work that You claim has been infringed, including the URL (Internet address) or other specific location on the Services where the material You claim is infringed is located. Please include enough information to allow Unreel to locate the material, and explain why You think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number, and e-mail address;
- A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
- A statement by You, made under penalty of perjury, that the information in Your notice if accurate, and that You are the copyright Owner or authorized to act on the copyright owner’s behalf; and
- An electronic of physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Please note, notices and counter-notices must meet then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. We suggest that You consult Your legal advisor before filing a notice or counter-notice.
- Promotions and Sweepstakes
Unreel may from time to time provide certain promotional opportunities, sweepstakes and contests to users (individually and collectively, “Promotion(s)”). All such Promotions will be run at the sole discretion of Unreel, and can be activated, modified or removed at any time by Unreel without advance notification. The Promotions may be governed by specific rules that are separate and apart from this Agreement. By participating in any Promotion, You will become subject to those rules, which may vary from the terms and conditions set forth herein. Unreel urges You to review any applicable rules. To the extent that the terms and conditions of such rules conflict with the terms and conditions of this Agreement, then the terms and conditions of such rules shall control.
- Disclaimer of Warranties
USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNREEL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. UNREEL DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE ORFEATURED IN ANY BANNER OR OTHER ADVERTISING AND UNREEL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHSE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, THE SERVICES, THIRD PARTY CONTENT AND INFORMATION AND MATERIAL MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES (COLLECTIVELY, THE “MATERIALS”) MAY CONTAIN INACCURATE, INCOMPLETE OR OUT-OF-DATE INFORMATION. YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY DEVICES, OTHER HARDWARE, SOFTWARE AND SERVICES (INCLUDING, WITHOUT LIMITATION, INTERNET AND/OR DATA CONNECTIVITY) NEEDED TO USE THE SERVICES AND ANY MATERIALS (IN WHOLE OR IN PART) AND (B) ENSURE THAT ANY DEVICE, OTHER HARDWARE, SOFTWARE AND SERVICES THT YOU USE WILL FUNCTION CORRECTLY WITH THE SERVICES AND ANY MATERIALS (IN WHOLE OR IN PART).
WITHOUT LIMITING THE FOREGOING, NEITHER UNREEL NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERUPPTED OR THAT THE SERVICES WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY CONTENT CREATION OR SERVICE, INFORMATION OR MATERIAL PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICES.
NEITHER UNREEL NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.
NETHER UNREEL NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICES ARE FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.
UNREEL AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
- Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICALE LAW, YOU HEREBY RELEASE THE UNREEL ENTITIES OF AND FROM, AND IRREVOCABLY WAIVE, ANY AND ALL CLAIMS (INCLUDING WITHOUT LIMITATION, CLAIMS FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ACTUAL ATTORNEYS’ FEES AND COSTS, AND CLAIMS FOR INTEREST), EVEN IF UNREEL IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH (DIRECTLY OR INDIRECTLY) YOUR USE OF (OR INABILITY TO USE) THE SERVICES OR THE MATERIALS, YOUR VIOLATION OF THIS AGREEMENT OR THE VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.
IN NO EVENT SHALL UNREEL’S TOTAL AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES AND/OR THE MATERIALS, EXCEED FIVE UNITED STATES DOLLARS ($5.00).
YOU UNDERSTAND THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR WHILE USING THE SERVICES AND AGREE TO INDEMNIFY, DEFEND AND HOLD UNREEL ENTITIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, PENALTIES, FEES OR OTHER EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES AND COSTS AND CLAIMS FOR INTEREST) THAT THEY MAY INCUR IN CONNECTION WITH ANY CLAIM RELATED TO, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR MATERIALS, YOUR VIOLATION OF THIS AGREEMENT OR THE VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.
- Dispute Resolution
INFORMAL RESOLUTION. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute“), You and Unreel agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is Your billing address, with an email copy to the email address You have provided to Unreel. Unreel’s address for such notices is Unreel Entertainment, LLC, 565 Trinidad Lane, Foster City, CA 94404 Attention: Legal Affairs.
BINDING ARBITRATION. If You and Unreel are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Services (except those Disputes expressly excluded below) shall finally and exclusively resolved by binding arbitration. Any election to arbitrate by one (1) party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules“) of the American Arbitration Association (“AAA“) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules“), both of which are available at the AAA website www.adr.org. Your arbitration fees and Your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If Your claim for damages does not exceed $10,000, then Unreel will pay all such fees unless the arbitrator finds that either the substance of Your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, You and Unreel may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in New York County, New York with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and Unreel agree that any arbitration will be limited to the Dispute between Unreel and You individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND UNREEL ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both You and Unreel otherwise agree, the arbitrator may not consolidate more than one (1) person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void.
LOCATION OF ARBITRATION. Arbitration will take place in New York County, New York. You and Unreel agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the New York state and Federal courts located in New York, New York have exclusive jurisdiction and You and Unreel agree to submit to the personal jurisdiction of such courts.
- Governing Law
You and Unreel agree that, other than as set forth under the subsection entitled “Waiver of Right To Be A Plaintiff Or Class Member In A Purported Class Action or Representative Proceeding” in Section 21 above, if any portion of Section 21 entitled “Dispute Resolution” is found illegal or unenforceable, then that portion will be severed and the remainder of the section will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled “Exception To Alternative Dispute Resolution” in Section 21 is found to be illegal or unenforceable, then neither You nor Unreel will elect to arbitrate any Dispute falling within that portion of that subsection is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within New York, NY and you and Unreel agree to submit to the personal jurisdiction of that Court.
Except as expressly provided otherwise, this Agreement will be and is governed by, and will be construed under, the laws of the state of New York, without regard to choice of law principles.
- Jurisdictional Issues
The Services are controlled and operated by Unreel from the United States and are not intended to subject Unreel to the laws or jurisdiction of any state, country or territory other than those of the United States. Unreel does not represent or warrant that the Services or any part thereof are appropriate or available for use in any particular jurisdiction. Those who choose to access the Services do so on their own initiative and at their own risk and are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. We may limit the Services’ availability, in whole or in part, to any person, geographic area or jurisdiction We choose, at any time and in Our sole discretion.
If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
- No Agency
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
- Entire Agreement
This Agreement constitutes the entire agreement by and between You and Unreel pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of You and Unreel. This Agreement may not be amended nor any obligation waived, other than expressly in writing by Unreel. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof.
This Agreement can be terminated at any time by Unreel for any or no reason whatsoever with or without prior notice to You. In the event that Unreel terminates this Agreement, Your limited rights hereunder, including to the license granted to You in Section 2 above, shall immediately terminate, and Unreel may immediately deactivate or delete Your password and username (if any), and all related information and files associated with them, and/or bar any further access to such information or files. You agree that Unreel shall not be liable to You or any third party for any termination of Your access to any of the Services or to any such information or files, and shall not be required to make such information or files available to You after such termination. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
- Information or Complaints
This notice if for Our California users:
If You have a question or complaint regarding the Services, then please send an email to firstname.lastname@example.org You may also contact Unreel by writing to Us (and include Your email address) at Unreel Entertainment, LLC 565 Trinidad Lane, Foster City, CA 94404 Attention: Customer Service. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
- Contact Us
If you have any questions about this Agreement or the Services, then please (a) email Unreel at email@example.com; or (b) write to Unreel (and include Your email address) at Unreel Entertainment, LLC, at 565 Trinidad Lane, Foster City, CA 94404 Attention: Customer Service. or (c) call us at 1-732-910-5888