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Service Agreement:	FILMCLICK SERVICE AGREEMENT This is a legal agreement between Filmclick LLC ("Filmclick") and You. This "Agreement" includes this document headed "Filmclick Service Agreement" and also any policies, guidelines and amendments that may be incorporated into this Filmclick Service Agreement from time to time. This Agreement describes the terms and conditions on which Filmclick offers You participation in Filmclick's video sharing program(s) and related services (the "Filmclick Services" as further described below). "You" (and "Your", as applicable) means the person or entity identified in the registration form submitted. PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement sets forth the legally binding terms and conditions for Your participation in the Filmclick Services. By registering, clicking "I Agree", submitting a video file, or otherwise participating in the Filmclick Services, You represent to Filmclick that You are at least eighteen (18) years of age, possess legal parental or guardian consent, or otherwise capable of entering into and performing legal agreements, and that You agree to be bound by the following terms and conditions. In any case, you affirm that you are over the age of thirteen (13), as the Filmclick Services are not intended for and not may not be used by children under thirteen (13) years of age. If you are under thirteen (13) years of age, please do not use the Filmclick Services nor view the Website. If You register on behalf of a company, You represent to Filmclick that You have the authority to bind that business and Your acceptance of this Agreement will be treated as acceptance by that business. In that event, "You" and "Your" will refer to that business in this Agreement. If You do not accept this Agreement in full, please do not register for or participate in the Filmclick Services. SUBJECT TO THE FOREGOING YOU AGREE AS FOLLOWS: 1. THE FILMCLICK COMMUNITY. Filmclick develops and maintains a community of video content creators, community participants and advertisers. Filmclick also owns or has licensed certain technologies that facilitate the distribution of video content from participating content creators and that provide links to advertising content from participating advertising partners. This community and technology are referred to after this as the "Filmclick Community." Filmclick makes, or may make, the Filmclick Community available to the public through one or more means (the “Filmclick Distribution Community”). These include but are not limited to the following: (a) Online, via the Filmclick website (located at "http://www.filmclick.com") (the "Filmclick Site") and/or via the websites, software applications, plug-ins, blogs, media search engines, toolbars, games, components or downloadable code, and other viral online mediums such as peer-to-peer networks, file sharing, instant messaging and email of Filmclick and any of Filmclick's distribution partners (collectively "Online Distribution"); (b) Broadcast, via cable, satellite and digital television, video, laser disc, DVD, CD-Rom and motion picture distribution, whether over-the-air, wireless or in the foregoing hard-copy media (collectively, "Broadcast Distribution"). 2. THE FILMCLICK SERVICES. The Filmclick Community, the Filmclick Site, the Filmclick Distribution Community and related products and services are collectively referred to as the "Filmclick Products". The Filmclick Services permits You to participate in, use and/or obtain access to the Filmclick Products in a variety of ways. These include but are not limited to the following: * (a) Participation as a content creator, by creating and submitting video content for distribution in the Filmclick Distribution Community. After this, we refer to anyone who participates in this way as a "Filmmaker". * (b) Participation as an advertising sponsor, by creating and submitting advertising content for distribution in the Filmclick Distribution Community. After this, we refer to anyone who participates in this way as a "Sponsor". * (c) Participation as a member of Filmclick, by submitting reviews, communicating with other Filmclick Services members and sharing or submitting other information. After this, we refer to anyone who participates in this way as a "Community Member". * (d) Access to beta or trial features, products and services ("Trial Features"). We will refer to any participation in the Filmclick Services and any use of or access to the Filmclick Products as "Participation" or to "Participate." (Participation includes but is not limited to items (a) through (d) above.) Your use of or access to certain features of the Filmclick Services may require You to agree with and accept additional terms and conditions. If there is a conflict between this Agreement and any additional terms and conditions of use posted for a specific feature, those additional terms and conditions shall have precedence with respect to Your use of or access to that feature. 3. REGISTRATION. To Participate, You must register online with Filmclick at the Filmclick Site and create a unique, password-protected account ("Account"). You will be responsible for safeguarding Your password. You also take full responsibility for any actions under Your password and Account, whether authorized by You or not. You are responsible for keeping Your Account information current. You acknowledge and agree that Filmclick will have no responsibility or liability, directly or indirectly, for: (i) the availability of the external websites or resources of such third party affiliates or partners; (ii) the acts or omissions of, or any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on, such third party affiliates or partners, regarding Your Account; or (iii) failure to deliver notices that result from inaccurate Account information. 4. POLICIES. Your Participation is subject to all applicable Filmclick specification guidelines, requirements and policies which Filmclick may provide from time to time. These include but are not limited to the Copyright Policy and the Privacy Policy (together, the "Policies"). You agree to comply with the Policies to enable, as applicable, proper delivery, display, tracking and reporting of actions related to the Filmclick Services. 5. MODIFICATIONS. Filmclick, at any time and from time to time, may modify this Agreement and the Policies, or may modify, suspend or discontinue, temporarily or permanently, the Filmclick Products or the Filmclick Services (or any parts thereof). Modifications to this Agreement and Policies will be posted on the Filmclick Site or made in compliance with any notice requirements set forth in this Agreement. Modifications to the Filmclick Products or the Filmclick Services will be effective upon posting to the Filmclick Site. You agree that Filmclick shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the Policies, the Filmclick Products or the Filmclick Services. By continuing to Participate after Filmclick has posted any such modifications or provided any required notices, You agree to be bound by the modifications. Please review this Agreement and the Policies regularly so that You will be apprised of any modifications. If any modification is not acceptable to You, Your only recourse is to cease Participation. 6. PARTICIPATION. At the time of registration, You will be given the opportunity to select one or more features of the Filmclick Services in which You wish to Participate (for example, as a Filmmaker or a Community Member). To remain eligible for Participation, You must at all times comply with the terms and conditions of this Agreement and all Policies. Filmclick reserves the right to refuse Participation to any applicant or participant at any time in its sole discretion. (a) Filmmakers. If You Participate as a Filmmaker, You are solely responsible for all video content You transmit or submit to Filmclick or through the Filmclick Services, whether created by or for You, including but not limited to graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts or other material (collectively, "Video Content"). Filmclick disclaims all liability relating to Your Video Content. As more fully set forth in Section 17 ("Representations and Warranties"), You may not submit Video Content that contains any pornographic, infringing, hate-related, violent or illegal content. In connection with Filmclick's marketing, distribution and provision of the Filmclick Services as contemplated herein, You authorize and permit Filmclick, as further described in Section 10, to: * - host, index and cache Your Video Content; * - tag Your Video Content with information that will be used by Filmclick to identity it as Your Video Content; * - insert Filmclick's ad insertion software ("Ad Insertion Software") at the end or beginning of Your Video Content to enable Filmclick, if applicable and in Filmclick's discretion, to attach an Ad (as defined below) to Your Video Content; * - distribute, or have distributed, Your Video Content in the Filmclick Distribution Community; and * - engage in such further actions regarding Your Video Content as may be necessary or appropriate in order to effect the purposes of the Filmclick Services. You agree and accept that Filmclick or its third party distribution partners (for example, internet service providers, television broadcasting companies, mobile phone carriers, other service providers, licensees and the like) (collectively, the "Third Party Service Providers"), may add or remove any or all distribution channels available to You at any time. Filmclick may, in its sole discretion: * reject, suspend access to or remove any or all of Your Video Content from the Filmclick Community at any time that Filmclick, in its sole discretion, deems it unsuitable or inappropriate for an reason, for the Filmclick Community or for distribution in the Filmclick Distribution Community, including, without limitation, any single-frame Video Content or Video Content that is less than five (5) minutes in duration; and * modify any meta data You submit with Your Video Content, including without limitation meta tags, age rating, descriptive language, search terms, category and keyword modifiers. Filmclick shall have no liability for taking such actions. You agree and accept that Filmclick does not guarantee that any of Your Video Content will be distributed on any part of the Filmclick Distribution Community and that distribution may be subject to acceptance by any of the Third Party Service Providers, and that even if accepted, Your Video Content may be removed for any reason by any of the Third Party Service Providers. * During the Term, You may request that Filmclick remove any or all of Your Video Content from the Filmclick Site. Upon such a request to remove Video Content, Filmclick will use commercially reasonable efforts to ensure the Video Content is removed from the Filmclick Site within seventy-two (72) hours following Your request. However, You acknowledge and agree that Filmclick shall have no obligation to attempt to remove from distribution any of Your Video Content that is otherwise publicly available through the Internet or other publicly accessible medium. In the event that Filmclick fails to remove such requested Video Content from the Filmclick Site within seventy-two (72) hours after Your request for removal, Filmclick shall not be liable to You for damages or charges of any kind in an amount greater than one dollars (US$1.00). For the avoidance of doubt, Filmclick cannot, and has no obligation to, remove any of Your Video Content that has been distributed through the Filmclick Distribution Community, and the Creative Commons BY-NC-ND License (defined below) that You have granted in Section 10(f) ("Filmmakers: Your Irrevocable Non-Commercial Distribution License") herein shall remain in effect for this purpose only. (b) Sponsors. If You Participate as a Sponsor, You are solely responsible for all advertising content You transmit or submit to Filmclick or through the Filmclick Services, whether created by or for You, including but not limited to: (i) artwork, written content, images, photos, graphics, music, animation, data, text, information, URLs, hypertext links, scripts and the content and material included in such components; and (ii) websites and content proximately reachable from such content (collectively, "Ads"). Prior to providing any Ads and Participating as a Sponsor, You will be required to read and accept additional written terms and conditions governing Your submission of Ads to Filmclick (the "Advertiser Agreement"). Filmclick disclaims all liability relating to Your Ads. As more fully set forth in Section 17 ("Representations and Warranties"), You may not submit Ads that contain any pornographic, infringing, hate-related, violent or illegal content. In connection with Filmclick's marketing, distribution and provision of the Filmclick Services as contemplated in this Agreement, and in addition to the terms set forth in the Advertiser Agreement, You permit Filmclick to: (x) tag Your Ad with information that will be used by Filmclick to identity it as Your Ad and assist Filmclick in properly tracking and calculating any revenue amounts that You may owe to Filmclick; (y) attach Your Ad to Video Content, and (z) distribute, or have distributed, Your Ad in the Filmclick Distribution Community via Online Distribution. Your Ad is "attached" to Video Content, within the meaning of this Agreement, when, as the result of the operation of Filmclick's Ad Insertion Software, an opening still frame of Your Ad is visible at the end of Video Content and Your full video Ad is called up and played or displayed when a user clicks on the still frame. Filmclick may, in its discretion, reject, suspend access to or remove any of Your Ads from the Filmclick Community at any time. You agree and accept that distribution of Your Ads on any part of the Filmclick Distribution Community may be subject to acceptance by any applicable Third Party Service Providers. (c) Community Members. If You register to Participate, You will automatically become a Community Member. As a Community Member, You may communicate with Filmclick and other Account holders, post or publish comments or rating features regarding Video Content and Ads, Filmclick Products or the Filmclick Services in, as may be made available at Filmclick's complete discretion, a discussion group, chat area, bulletin board, feedback area, news group, email functionality or other communication feature. All such communications are referred to after this as "Member Comments". You are solely responsible for all Member Comments You transmit or submit to Filmclick or through the Filmclick Services, whether created by or for You, including but not limited to websites and content proximately reachable from such Member Comments. Filmclick disclaims all liability relating to Your Member Comments. As more fully set forth in Section 15 ("Representations"), You may not submit any Member Comments that contain any sexually suggestive, pornographic, infringing, hate-related, violent or illegal content. (d) Trial Features. Some Trial Features may be made available on an as-is basis only, which will be marked as beta or trial features. Your use of the Trial Features is at Your own risk. 7. Participation at Own Risk. Your Participation is at Your own risk. Although the Filmclick Services enables users to connect and share Video Content and Member Comments with one another and with end users or viewers, Filmclick has no responsibility to control of monitor any information or exchanges between or among users. Filmclick does not control the Video Content, Ads and Member Comments made available through the Filmclick Products. Some people may find Video Content, Ads and Member Comments objectionable, inappropriate or offensive. Filmclick does not control or guarantee, nor is Filmclick responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Video Content, Ads and Member Comments. Filmclick assumes no responsibility for monitoring any Video Content, Ads or Member Comments or conduct during Participation. If Filmclick chooses, at any time in its sole discretion, to monitor (in whole or in part) Video Content, Ads, Member Comments or conduct during Participation, Filmclick nonetheless assumes no responsibility for Video Content, Ads and Member Comments, no obligation to modify or remove any Video Content, Ads or Member Comments and no responsibility for conduct during Participation. You agree that Filmclick has no responsibility or liability for the deletion or failure to store, maintain or transmit any Video Content, Ads or Member Comments. 8. PRIVACY. Participation is governed by the Filmclick Privacy Policy located at [INSERT PRIVACY POLICY URL], which is incorporated into this Agreement by reference. Furthermore, by Participating, You understand that when You view or interact with Filmclick Products and features of the Filmclick Services (for example, by clicking on an Ad), Filmclick may collect (and You may provide to Filmclick) information that is specific to how You (or Your end users) access and use the Internet as well as how You (or Your end users) view and/or interact with Filmclick Products ("Access Information"). Access Information may include, but is not limited to, an IP address, the website a user is logged onto, the geographic location of the IP address the user is using to access the Internet, the type of browser used, which and how many web pages have been viewed by the user, search terms used, referring/exit pages, platform type and date/time information. This information is anonymous and does not personally identify a user. Filmclick uses Access Information for the purpose of monitoring delivery and distribution of the Video Content and Ads, improving Ad targeting, delivery and reporting, improving the Filmclick Products and the Filmclick Services and measuring their effectiveness with users. Access Information may be shared with Filmclick's Third Party Services Providers, affiliates, business partners, sponsors, advertisers, employees, customers and distribution partners. 9. RIGHS AND LICENSES. (a) Filmclick's Ownership Rights. Filmclick and its licensors own all right, title and interest, including without limitation all worldwide intellectual property rights in the Filmclick Products and the Filmclick Services, and all such rights to all derivative works or enhancements of, in and to, or relating to, the Filmclick Products and the Filmclick Services. By entering into this Agreement or by Your Participation, You will not acquire any intellectual property or similar rights in the Filmclick Products, the Filmclick Services or related products and services. You agree You will not (i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Filmclick Products, the Filmclick Services or related products and services; or (ii) use Filmclick's name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without Filmclick's prior written consent. (b) Your Ownership Rights. Subject to the licenses You are granting in this Agreement, You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your Video Content that is submitted, posted or displayed by You on or through the Filmclick Products and Filmclick Services. Filmclick shall not acquire any right, title or interest in or to such Video Content, except as provided herein. Any rights not granted by You herein are deemed retained by You. As more fully described in Section 13 ("Termination"), You have the right to terminate this Agreement and revoke certain licenses You are granting in this Agreement, with respect to all Video Content You provide or with respect to particular works You provide. If You choose to revoke any of Your revocable licenses, Filmclick will use commercially reasonable efforts to remove Your Video Content from the Filmclick Site reasonably promptly upon receipt of Your notice of revocation. You acknowledge that You are aware that Filmclick has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that Filmclick assumes no responsibility for controlling or monitoring such intellectual property rights. In addition, Filmclick is not responsible for enforcing Your intellectual property or for suing or taking other legal action against infringers or any third party who fails to cease using Your Video Content upon revocation. You or a third party licensor, as appropriate, are responsible for protecting Your intellectual property rights. Filmclick may, at its discretion, choose to assist You in connection with protecting or enforcing Your intellectual property rights in a particular instance; in such event, this does not mean that Filmclick has an obligation to do so in any other instance and this does not mean that Filmclick has an obligation to effectively protect or enforce Your intellectual property rights. (c) Filmclick's Trademark License to You. During the term of this Agreement, and subject to Your compliance with the terms and conditions of this Agreement, You will have the right to use the trade names, trademarks, logos and designations in or associated with the Filmclick Community (the "Filmclick Marks") solely for purposes of identifying Filmclick and solely in connection with Your permitted activities under this Agreement. You agree that the Filmclick Marks and all associated goodwill are and will remain the sole property of Filmclick, that any goodwill generated as a result of Your licensed use of Filmclick Marks belongs exclusively to Filmclick and inures solely to the benefit of Filmclick, and that Your use of Filmclick Marks is subject to Filmclick's control of the quality of any products or services with respect to which You may be authorized to use Filmclick Marks. (d) Filmmakers: Your Revocable Limited License to Filmclick. In connection with Your Participation as a Filmmaker, and solely insofar as such supplemental distribution channels are made available to and selected by You, in order to allow Filmclick to distribute Your Video Content in the Filmclick Distribution Community, You hereby grant (or warrant that the owner of such rights has expressly granted) to Filmclick a royalty-free worldwide, revocable, non-exclusive, sublicensable, limited right and license to use, reproduce, modify and adapt (solely to permit Filmclick to conform and adapt Your Video Content to technical requirements, including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies), excerpt, publish, transmit, publicly perform, display, reference, store, host, index and cache, in any form, medium or technology now known or later developed, any Video Content, Member Comments or materials You submit to Filmclick, in whole or in part, whether created by or for You, by any method, and in any and all media, whether currently existing or hereafter developed. You understand that Your revocable limited license to Filmclick includes Your grant to Filmclick of the right to create, display and distribute (as set forth more fully in the previous sentence) a derivative work based on Your Video Content, which derivative work is comprised solely of Your Video Content as adapted to include Filmclick's computer software, including Filmclick's Ad Insertion Software, whose functions are to enable Ads to be attached to Your Video Content, to identity Your submission as Your Video Content, and to effect related functions. (After this we refer to the aforementioned derivative work as "Your Films." Filmclick's rights, with respect to Your Films, are limited to its rights set forth in this Agreement, and Filmclick expressly waives and disclaims, with respect to You, any other rights it might otherwise hold to Your Films under copyright law. As more fully described in Section 13 ("Term and Termination"), this license will terminate: (i) with respect to any Video Content that You have requested be removed in accordance with Section 6(a) ("Participation (Filmmakers)"); and (ii) upon termination of the Agreement in accordance with Section 13 ("Term and Termination"). (e) Filmmakers: Your Revocable Online Commercial Distribution License. In connection with Your Participation as a Filmmaker, in order to allow Filmclick and others to distribute Your Films in the Filmclick Distribution Community through Online Distribution, You hereby grant (or warrant that the owner of such rights has expressly granted) to Filmclick and Third Party Service Providers a limited, revocable right to use, reproduce, publicly perform, distribute and display Your Films for monetary compensation or commercial purposes in the Filmclick Distribution Community as contemplated by this Agreement and to engage in such further actions relating to and in connection with Your Video Content as may be necessary or appropriate in order to effect the purposes of the Filmclick Distribution Community. (f) Filmmakers: Your Irrevocable Non-Commercial Distribution License. In connection with Your Participation as a Filmmaker, You hereby grant (or warrant that the owner of such rights has expressly granted) to any persons or entities who want to use Your Films in a manner not intended for commercial advantage or private monetary compensation, a right to use, reproduce, publicly perform, distribute and display Your Films for non-commercial purposes pursuant to the terms and conditions of the Creative Commons "Attribution-NonCommercial-NoDerivs 2.5" license located at http://creativecommons.org/licenses/by-nc-nd/2.5/legalcode (the "Creative Commons BY-NC-ND License"). Insofar as Filmclick holds any rights to Your Films pursuant to Section 10(d) of this Agreement, Filmclick also grants the rights stated in this paragraph to such persons or entities pursuant to the Creative Commons BY-NC-ND License. (g) Filmmakers: Your Revocable Broadcast Distribution License. In connection with Your Participation as a Filmmaker, in order to allow Filmclick to distribute Your Video Content in the Filmclick Distribution Community through Broadcast Distribution, solely insofar as such distribution is made available to and selected by You, You hereby grant (or warrant that the owner of such rights has expressly granted) to Filmclick a worldwide, revocable, royalty-free, non-exclusive sublicensable right and license to: (i) use, reproduce, modify and adapt (solely to conform and adapt to technical requirements, including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies), reference, store, host, index and cache, and (ii) excerpt, publish, transmit, distribute, publicly perform, display in the Filmclick Distribution Community through Broadcast Distribution, in any form, medium or technology now known or later developed, Your Video Content or materials You submit to Filmclick, in whole or in part, whether created by or for You, by any method, and in any and all media, whether currently existing or hereafter developed, in connection with Filmclick's marketing, distribution and provision of the Filmclick Products and Filmclick Services. This license gives Filmclick the right to display and distribute, or have displayed and distributed, Your Video Content via Broadcast Distribution for no fee to the end user. Filmclick reserves the right to display Ads in connection with any Broadcast Distribution of Your Video Content. (h) Sponsors: Your License to Filmclick. The licenses relating to the use and distribution of Your Ads will be set forth in any Advertiser Agreement between You and Filmclick. (i) Community Members: Your License to Filmclick. In connection with Your Participation as a Community Member, by uploading, submitting, emailing, posting, publishing or otherwise transmitting any Member Comments, You hereby grant (or warrant that the owner of such rights has expressly granted) Filmclick a worldwide, royalty-free, non-exclusive, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, adapt, create derivative works of, perform, display, distribute, publish and transmit such Member Comments in any form, medium or technology now known or later developed. You warrant that any Member Comments You submit do not infringe upon any rights, including intellectual property rights, of any other parties. In addition, You warrant that all so-called moral rights in the Member Comments have been waived. (j) Your Information. You authorize Filmclick to use, as applicable to Your Participation, Your trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers (collectively, "Your Information") in presentations, as a feature on the Filmclick Site, marketing materials, customer lists and financial reports, in connection with Filmclick's marketing, distribution and provision of the Filmclick Products and Filmclick Services. You also grant Filmclick a non-exclusive license to index and cache Your Information and any portion thereof, by manual or automated means (including with web spiders and crawlers), for purposes of promoting, providing and improving the Filmclick Products and the Filmclick Services and for soliciting other distributors, publishers, creators and advertisers to use the Filmclick Products and Participate. You acknowledge and agree: (i) that You understand that You may provide, and Filmclick may collect, Your Information during Your Participation; and (ii) that Your Information may be shared with Filmclick's affiliates, business partners, sponsors, advertisers, employees, customers and distribution partners. (k) No Endorsement; No Publicity. Filmclick does not endorse, verify, evaluate or guarantee any information or Video Content or Ads provided by users, including You, and nothing shall be considered as an endorsement, verification or guarantee of any information or Video Content or Ads. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which offer such information, (i) containing or suggesting an endorsement by Filmclick of You or Your Video Content or Ads; or (ii) relating to this Agreement, without the prior review and written approval of Filmclick. Notwithstanding the foregoing, You may accurately disclose and describe Your Participation and Your Video Content (for example, describing and promoting Your Video Content on Your blog or in emails). (l) Reserved Rights. You will not attempt to modify, prepare derivative works from, translate, adapt, edit, decompile, disassemble or reverse engineer any specifications, technology, applications or software programs provided or made accessible to You or used by Filmclick in connection with the Filmclick Products and Filmclick Services in any way, unless expressly authorized in writing by Filmclick. Filmclick may modify the format and look and feel of the Filmclick Products and Filmclick Services from time to time. Excluding Your Video Content or Ads, You agree to assign and hereby do assign to Filmclick and its licensors (as applicable) all right, title and interest in and to any part of the Filmclick Products and Filmclick Services that You may have or acquire during Your Participation. You warrant that all so-called moral rights You may have in the Filmclick Products or Filmclick Services are hereby waived. You will not delete, remove, obscure or in any manner alter the copyright, trademark, license or other proprietary rights notices affixed to or contained in the Filmclick Products or Filmclick Services. Any rights not expressly granted herein are deemed withheld. 10. CLICK FRAUD. You will not, and will not authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid Advertising Actions. If, in Filmclick's reasonable business judgment, Advertising Actions or activity related to Your Account is suspected or determined to be so-called "click fraud" or "impression fraud", whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or "bots") to click on an Ad, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an Ad for the purpose of generating an improper click value and generating revenue (collectively, "Action Fraud'), Filmclick may suspend or otherwise disable Your Account until such time as the matter is resolved to Filmclick's satisfaction. 11. ADULT CONTENT. You will not use the Filmclick Site or Filmclick Services for any purpose or in any manner to display, post or make available any sexual, pornographic or erotic material nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Filmclick Site or Filmclick Services any Video Content, Ads or Member Comments, that is of, or is suggestive of, a sexual, pornographic or erotic nature ("Adult Content"). Examples of content that Filmclick, in its sole discretion, considers to be Adult Content include, but are not limited to material that is pornographic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts. If Filmclick finds Video Content that it determines, in its sole discretion, contains Adult Content, Filmclick may, without notice, remove or block access to such Video Content. Filmclick reserves the right to suspend or cancel at any time and without notice Your Account. Filmclick will take all appropriate steps with Video Content that Filmclick believes violates applicable laws, including cooperation with any law enforcement investigation. If You see content that You believe is Adult Content or is in violation of law or this Section, You should contact Filmclick immediately. 12. COPYRIGHT INFRINGEMENT. You will not use the Filmclick Site or Filmclick Services for any purpose or in any manner that infringes the copyrights of any third party, nor will You upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Filmclick Site or Filmclick Services any content, that infringes the copyrighted works or violates the intellectual property rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA") (the text of which may be found on the U.S. Copyright Office website at "http://lcweb.loc.gov/copyright/"), it is Filmclick's policy to respond to notices of any actual or alleged infringement that are reported to Filmclick's "Designated Copyright Agent" and that comply with the DMCA. It is Filmclick's policy to terminate the Accounts of users of repeat infringers or of users repeatedly charged with infringement, in appropriate circumstances. If You believe that a work has been copied in a way that constitutes copyright infringement, You should send a notice of infringement to Filmclick's Designated Copyright Agent in accordance with Filmclick's Copyright Policy [INSERT COPYRIGHT POLICY URL], incorporated herein, at the address indicated in Filmclick's Copyright Policy. 13. TERMINATION. (a) Termination. Filmclick may immediately terminate this Agreement, or cancel the Filmclick Services, for any reason at any time. You may terminate this Agreement at any time by disabling Your Account or providing notice to Filmclick as set forth in Section 14 ("Notifications"). (b) Effect of Termination. General. Upon termination or expiration of this Agreement, Your right to Participate will automatically terminate. In the event of termination, Your Account will be disabled and You may not be granted access to Your Account or any files or other content contained in Your Account although residual copies of information may remain in the Filmclick Services system. Upon termination: (i) all licenses granted to You hereunder will immediately terminate; and (ii) You will promptly destroy all copies of Filmclick content in Your possession or control. Upon termination, Filmclick may continue to use any user analytics collected hereunder for solely internal (including archival) purposes, and all related licenses You have granted Filmclick shall remain in effect for this purpose only. In the event that this Agreement or the Filmclick Services expires or is terminated, Filmclick shall not be obligated to return any materials to You. Upon termination, Filmclick will remove any Ads or deactivate any Ad links attached to Your Video Content. Although Filmclick will use commercially reasonable efforts to ensure Your Video Content is removed from the Filmclick Sitewithin seventy-two (72) hours following termination, except as may otherwise be required by law or court order, Filmclick shall have no obligation to remove any of Your Video Content that: (i) is otherwise publicly available through the Internet or other publicly accessible medium. For the avoidance of doubt, Filmclick cannot, and has no obligation to, remove any of Your Video Content that has been distributed through the Filmclick Distribution Community, and the Creative Commons Licenses You have granted in Section 10(f) herein shall remain in effect for this purpose only. (c) Survival. The rights and obligations contained in Section 10(a) ("Filmclick's Ownership Rights") and 10(b) ("Your Ownership Rights"), Section 10(f) ("Filmmakers: Your Irrevocable Non-Commercial Distribution License"), Section 13(b) ("Effect of Termination"), Section 13(c) ("Survival"), Section 17 ("Indemnity"), Section 18 ("Disclaimer and Limitation of Liability") and Section 19 ("General") of this Agreement will survive termination or expiration of this Agreement for any reason. 14. Notifications. Filmclick may provide notices to You by email to the email address specified in Your Account, by posting a message to Your Account interface or by posting a message to the Filmclick Site, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to Your Account interface or on the Filmclick Site). Any notices to Filmclick must be sent either: (i) via first class or air mail or overnight courier to Filmclick LLC, 1321 67th Street, Emeryville, CA 94608; or (ii) via confirmed facsimile (fax number 510-__________), with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt. 15. REPRESENTATIONS. (a) Your Authority. You represent and warrant to Filmclick that: (i) You have all requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct Yourself and Your business and to execute, deliver, and perform all of Your obligations under this Agreement; (ii) You have provided, and will continue to provide, information that is correct and current; (iii) You are the owner—or the authorized agent of the owner—of Your Video Content (if You are a Filmmaker), Your Ads (if You are a Sponsor), and Your Member Comments (if You are a Community Member) and have full technical and editorial control of the same; (iv) You have the right to grant the licenses granted under this Agreement; (v) Your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which You are currently bound or will become bound in the future; (vi)Your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign; (vii) You will Participate solely for the purposes intended and expressly permitted. (b) Your Materials. You represent and warrant that Your Video Content (if You are a Filmmaker), Your Ads (if You are a Sponsor), Your Member Comments (if You are a Community Member) or any other information or material You submit or make available to others during Your Participation, and Filmclick's use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Adult Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party's use of the Filmclick Products or Participation in the Filmclick Services; (v) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances); (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Video Content and Your Ads are created, displayed or accessed; (vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or Participation in the Filmclick Services or disable, damage or erase any portion of the Video Content or Ads processed or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters. (c) Your Actions. You represent and warrant that You will not, and will not authorize or encourage any third party to, directly or indirectly: (i) obtain any information or materials relating to the Filmclick Products or the Filmclick Services through any means not intentionally made available by Filmclick to You, or attempt to gain unauthorized access to Filmclick's database, technology, computer systems or networks associated with the Filmclick Products or the Filmclick Services; or (ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the Filmclick Products and the Filmclick Services. (d) Cooperation. You agree to cooperate fully with Filmclick to investigate any suspected or actual activity that is in breach of this Agreement. You acknowledge that any violation of this Section 15 ("Representations and Warranties") is a material breach of this Agreement and that Filmclick may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your Account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. Filmclick reserves the right to investigate, at its own discretion, any activity that Filmclick suspects may violate this Agreement. Filmclick may, as applicable, notify the authorities, suspend or cancel Your Account and/or take appropriate actions at any time without notice to You if Filmclick, in its sole discretion, (i) suspects that You have breached or failed to comply (in full or in part) with any provision of this Agreement or any Policies or rules established by Filmclick; or (ii) suspects that Your actions may be illegal or cause liability. 16. LINKS. The Filmclick Products and the Filmclick Services may provide, or third parties may provide, links to other websites or resources. Because Filmclick has no control over such sites and resources, You acknowledge and agree that Filmclick is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that Filmclick shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource. 17. INDEMNITY. You will indemnify, defend and hold Filmclick and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and applicable third parties (e.g., relevant content creators, advertisers, referral partners, service providers, licensors, licensees, consultants and contractors) (collectively, the "Filmclick Entities") harmless from and against any claims, liabilities, losses, costs, damages or expenses (including reasonable attorneys' fees and costs) directly or indirectly arising out of or in any way relating to: (i) Your negligence or willful misconduct; (ii) Your Video Content (if You are a Filmmaker), Your Ads (if You are a Sponsor), Your Member Comments (if You are a Community Member) or any other information or material You submit during Participation; (iii) Your conduct, including Your use of Filmclick Products or any other actions related to Your Participation; (iv) any actual violation or breach of this Agreement, or allegation of such violation or breach by a third party, including breach of any representation made by You hereunder; or (v) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of any action or Participation by You (collectively, the "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Filmclick Entities. Filmclick shall have the right, in its sole discretion, to select its own legal counsel to defend Filmclick from any Claims (but by doing so shall not excuse Your indemnity obligations) and You shall be solely responsible for the payment of all Filmclick's reasonable attorneys' fees incurred in connection therewith. You shall notify Filmclick immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or Filmclick's ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of Filmclick, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for Filmclick. 18. DISCLAIMER AND LIMITATION OF LIABILITY. (a) No Guarantees. Filmclick makes no guarantees: (i) regarding the availability, operation, maintenance, timing or delivery of the Filmclick Products, the Filmclick Services or any distribution channel (or any portion thereof); (ii) that Video Content or Ads will be distributed in the Filmclick Distribution Community; or (iii) regarding the relevancy of any Ads to Video Content. (b) Warranty Disclaimers. Your use of the Filmclick Products and Participation in the Filmclick Services are at Your sole discretion and risk. The Filmclick Products and the Filmclick Services, and all materials, information, products and services included therein, are provide on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. THE FILMCLICK ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE FILMCLICK PRODUCTS AND THE FILMCLICK SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. The Filmclick Entities disclaim any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Filmclick Products or the Filmclick Services; (ii) regarding the goods, services, advise, information or links provided by any Third Party Services Providers, Filmmakers, Sponsors or Community Members; (iii) that the Filmclick Products or the Filmclick Services will meet Your requirements; or (iv) that the Filmclick Products or the Filmclick Services will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by You from Filmclick or from Your Participation, shall create any warranty not expressly stated in this Agreement. Filmclick assumes no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Filmclick Products or the Filmclick Services or combination thereof, including any injury or damage to You or to any person's computer related to or resulting from Participation. Under no circumstances shall Filmclick be responsible for any loss or damage, including personal injury or death, resulting from Participation, from any Video Content, Ads or Member Comments posted on or through the Filmclick Products or the Filmclick Services, or from the conduct of any users of the Filmclick Products or Participation in the Filmclick Services, whether online or offline. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to You. (c) Limitation of Liability. THE FILMCLICK ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE FILMCLICK PRODUCTS, YOUR PARTICIPATION IN THE FILMCLICK SERVICES OR USE OF ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE FILMCLICK SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT FILMCLICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FILMCLICK'S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO TEN DOLLARS (US$10.00). You acknowledge that Filmclick permits Your Participation relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain and of the allocation of risks between the parties. Filmclick shall no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Filmclick's infrastructure or connectivity to the Internet, or failure of third party distribution partner, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, Filmclick will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues. Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You. 19. GENERAL. (a) Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded and does not apply to this Agreement. Except as expressly set forth in subsection (b) below ("Injunctive Relief"), any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be submitted to the Judicial Arbitration and Mediation Services, Inc. or its successor ("JAMS") and decided by binding arbitration, in accordance with the JAMS' Comprehensive Arbitration Rules and Procedures (Streamlined Arbitration Rules and Procedures) as such rules shall be in effect on the date of submission to arbitration, by one arbitrator reasonably familiar with the business pertaining to the products and services covered by this Agreement, appointed in accordance with such Rules and Procedures. The arbitrator shall apply California law to the merits of any dispute or claim. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Alameda County, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. In the event any action is brought by either party in connection with this Agreement, the substantially prevailing party will be entitled to recover from the other party all the costs, attorneys' fees and other expenses reasonably incurred by such party. All offers, promises, conduct and statements, whether oral or written, made in the course of the arbitration by any of the parties, their agents, employees, experts and attorneys, and by the arbitrator and any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the arbitration. (b) Injunctive Relief. Notwithstanding the "Governing Law; Arbitration" section above, You agree that certain breaches by You would cause irreparable injury to Filmclick, for which there are no adequate remedies at law, and nothing in this Section shall be deemed to prevent or delay Filmclick's attempt to seek a temporary restraining order, preliminary injunction, specific performance or other interim or conservatory relief from any court having jurisdiction, without any abridgment of the power of the arbitrator, for Your breach of: (i) Section 10(a) ("Filmclick's Ownership Rights"); and (ii) Section 11 ("Copyright Infringement"). (c) Assignment. You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Filmclick. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Filmclick may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns. (d) Waiver; Severability. The failure to require performance of any provision shall not affect Filmclick's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect. (e) Export Restrictions/Legal Compliance. You agree to comply with all United States and other applicable export laws and related restrictions and regulations, and not to directly or indirectly export, provide or otherwise make available the services and products of Filmclick in violation of any such export laws, unless any required prior authorizations or necessary approvals are obtained by You, at Your expense, from the applicable United States or foreign authority. (f) Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between You and Filmclick regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between You and Filmclick relating to this subject matter. You may be subject to additional terms and conditions that may apply when You use or access certain features of the Filmclick Services. (g) Relationship. You and Filmclick are independent contractors, and this Agreement, including but not limited to submission or distribution of any Video Content or Ads, will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between the You and Filmclick. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Agreement. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Agreement. (h) Reserved Rights. Filmclick reserves the right to change, in whole or in part, the names, logos, presentation and display of the Filmclick Service Agreement, the Filmclick Services and the Filmclick Products at any time in its sole discretion.
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