TERMS & CONDITIONS
Effective Date: October 2017
1. INTRODUCTION AND OVERVIEW. You are interacting with our Service (defined below), which is owned and operated by Vision Media Management & Fulfillment, LLC (“Vision Media,” “we,” “our,” or “us”). These Terms & Conditions (“Terms”) govern your use of any online service location that posts a link to these Terms and all features, content, and other services that we own, control and make available through such online service locations (collectively, the “Service”).
2. UPDATES TO TERMS. We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the home page, and/or to send you an email to the last email address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. Your continued use of the Service following the posting of revised Terms and any applicable Additional Terms shall indicate your acknowledgement of such changes and your agreement to be bound by the terms and conditions of such changes. If you object to any such changes, your sole recourse is to cease using the Service.
4. LIMITED LICENSE; CONTENT AND SERVICE USE RESTRICTIONS
A. Content. The Service contains: (i) digital screeners (including the video, audio, images, music, graphics, software, and text contained therein) on the Service (“Screener Content”) from studios, independent film makers, and other individuals and entities that own, have intellectual property rights in, or have provided Screener Content to Vision Media for use on the Service (“Content Providers”); (ii) materials and other items relating to Vision Media and its products and services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (iii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Vision Media and Content Providers; and (iv) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Service and the Content is the property of Vision Media, the Content Providers, our respective licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
B. Limited License. Subject to your strict compliance with these Terms and the Additional Terms, Vision Media grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to display, view, use, play the Content on a personal computer, browser, laptop, tablet, mobile phone, set-top box or other Internet-enabled device (each, a “Device”), in each case only for your personal, non-commercial use and in furtherance of your role as a Voting Group Member. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Vision Media’s sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
C. Restrictions. If you are under thirteen (13) years old or you are not a Voting Group Member, then you are not permitted to use the Service or access the Content (unless you are a Voting Group Member under thirteen (13) years old whose parent has provided written consent for you to use the Service). You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and the Content. You further agree that you will not: (i) use the Service or Content for any political or commercial purpose or in any way whatsoever except as permitted by these Terms; (ii) download, copy, reproduce, transfer, re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, exhibit, distribute, display, publicly display, broadcast, re-broadcast, re-distribute, modify, create derivative works from, market, rent, sell, lease, sub-license, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Service or the Content; (iii) reverse engineer, decompile, or disable any computer file, software, security technology, copy protection, or use limitation systems associated with the Service or the Content; (iv) modify the Service or the Content in any way, including, but not limited to, removing any proprietary notices, labels, or watermarks contained in the Screener Content; (v) use the Service or the Content in conjunction with any device or service designed to circumvent, avoid, bypass, remove, deactivate, impair, or otherwise defeat, technological measures that control access to, or the rights in, the Screener Content or other work protected by the copyright and any other applicable intellectual property laws of any jurisdiction; (vi) use the Service or the Content to violate any legal right of any third party, including any publicity or privacy right, copyright, or any other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable; (vii) use the Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; (viii) counterfeit or paste any Content to any other web site or service; (ix) provide access to the Service or the Content to any third parties; (x) or otherwise violate these Terms or any applicable Additional Terms.
D. Watermarking and Anti-Piracy. The Screener Content has been marked with a digital watermark traceable to you. YOU MAY BE HELD LIABLE FOR ALL SCREENER CONTENT LEAKS ASSOCIATED WITH YOUR ACCOUNT EVEN IF CAUSED BY A THIRD PARTY. IF UNAUTHORIZED COPIES OF THE SCREENER CONTENT ARE TRACED BACK TO YOU, YOU RISK CIVIL AND CRIMINAL LIABILITY. YOU EXPRESSLY AND IRREVOCABLY ACKNOWLEDGE AND ACCEPT THE DIGITAL WATERMARKING OF YOUR ACCOUNT, AND ACKNOWLEDGE YOUR LIABILITY FOR SCREENER CONTENT LEAKS.
E. Availability, Termination, and Survival. Vision Media may immediately suspend or terminate the availability of the Service and Content, in whole or in part, to any individual user or all users, in Vision Media’s sole discretion, for any reason, including but not limited to suspected misuse, misappropriation, piracy, Screener Content leaks, and any other misconduct related to the Screener Content or at the request of a Content Provider, and without advance notice or liability. Upon suspension or termination of your access to the Service, or upon notice from Vision Media, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive your suspension or termination, will survive.
F. Investigations; Cooperation with Law Enforcement. Vision Media and the Content Providers reserve the right to investigate and prosecute any suspected breaches of these Terms or the Service. Vision Media and the Content Providers may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
G. Reservation of All Rights. All rights not expressly granted to you are reserved by Vision Media, its licensors, the Content Providers, and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of any Content or the Service for any purpose is prohibited.
5. SUBMISSIONS. The Service may allow you to submit feedback, information or other content to us (such as by email) (“Submissions”). You grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Submissions and derivative works thereof, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You also irrevocably consent to our use and association of your name in connection with your Submissions and derivatives thereof. You agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to contest existing or future intellectual property rights relating to your Submissions.
6. CUSTOMER SUPPORT. If you have any questions, please send an email to PLACEHOLDER. You acknowledge that the provision of support is at Vision Media’s sole discretion and that we have no obligation to provide you with customer support of any kind. All legal notices to us must be mailed to: PLACEHOLDER (Attention: Legal Counsel). When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
7. THIRD-PARTY SITES; DEALINGS WITH THIRD PARTIES.
A. Third-Party Content and Sites. The Service may contain or may interact with third party content that is not owned, controlled or operated by Vision Media (collectively, “Third-Party Services”). We may also host our content on Third-Party Services. Vision Media neither endorses nor controls such Third-Party Services, and you acknowledge and agree that we are not responsible or liable for the information, content, products, or services on or available from such Third-Party Services, or for the results to be obtained from using them. If you choose to access any such Third Party Services, you do so at your own risk.
B. Dealings with Third Parties. Any interactions, transactions, and other dealings that you have with any third parties found on or through the Service are solely between you and the third party. You hereby agree to indemnify Vision Media against all claims, injury and/or damages including attorneys’ fees that arise out of your use of any Third-Party Service, including from any material that you post on any forum or social networking site in connection with us and/or any other claim related to your use of social media.
8. WIRELESS AND LOCATION-BASED FEATURES MESSAGES.
A. Wireless Features. The Service may offer features that are available to you via your wireless Device including the ability to access the Service’s features and receive messages from the Service, and download applications (collectively, “Wireless Features”). By using the Service, you agree that Vision Media may change, alter, or modify the settings or configurations on your Device in order to allow for or optimize your use of the Service.
9. DISPUTE RESOLUTION
Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Vision Media agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement.
A. Binding Arbitration. If any controversy, allegation, or claim relates in any way to your use of the Service or the Content (collectively, “Dispute”), then you agree the Dispute shall be submitted to confidential arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of California. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California. Arbitration under these Terms shall be conducted pursuant to the streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services Inc. (“JAMS”). The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
B. Limited Time to File Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Service must be filed by you within one (1) year after such claim or cause of action arose or be forever banned.
C. Class Action Waiver. THE PARTIES AGREE THAT THEY WILL RESOLVE THEIR DISPUTES ON AN INDIVIDUAL BASIS, AND THAT ANY CLAIMS BROUGHT UNDER THIS AGREEMENT MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE PARTIES FURTHER AGREE THAT THEY SHALL NOT PARTICIPATE IN ANY CLASS ACTION, EXISTING OR FUTURE, BROUGHT BY ANY OTHER PARTY.
10. DISCLAIMER OF REPRESENTATIONS AND LIABILITIES. THE SERVICE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. VISION MEDIA, ITS LICENSORS, ALL CONTENT PROVIDERS, THEIR DIRECT AND INDIRECT PARENTS, SUBSIDIARIES, AFFILIATES AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “VISION MEDIA PARTIES”) DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE CONTENT (INCLUDING THE SCREENER CONTENT) OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND FREEDOM FROM COMPUTER VIRUS. THE VISION MEDIA PARTIES FURTHER DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR ACCESS TO, OR USE OF, THE SERVICE OR CONTENT (INCLUDING THE SCREENER CONTENT) WILL BE UNINTERRUPTED, ERROR-FREE, FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION. YOU UNDERSTAND THAT SOME SCREENER CONTENT MAY BE DEEMED OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO USE THE SERVICE AND VIEW THE SCREENER CONTENT AT YOUR SOLE RISK. BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
11. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE VISION MEDIA PARTIES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICE, (B) THESE TERMS OR (C) YOUR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE (INCLUDING THE SCREENER CONTENT), EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE VISION MEDIA PARTIES HAD BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE VISION MEDIA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES EXCEED FIFTY UNITED STATES DOLLARS ($50.00). THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
12. WAIVER OF INJUNCTIVE OR OTHER EQUITABLE RELIEF. YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT (INCLUDING THE SCREENER CONTENT), PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY THE VISION MEDIA PARTIES.
13. INDEMNIFICATION. You agree to defend, indemnify and hold harmless the Vision Media Parties from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms; (ii) your use of the Service (including use of the Screener Content); (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (iv) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; or (v) any misrepresentation made by you. Vision Media reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Vision Media’s defense of any claim. You will not in any event settle any claim without the prior written consent of Vision Media.
14. GENERAL PROVISIONS
A. Consent or Approval. No Vision Media consent or approval may be deemed to have been granted by Vision Media without being in writing and signed by an officer of Vision Media.
B. International Issues. Vision Media controls and operates the Service from the U.S.A., and Vision Media makes no representation that the Service or Content are appropriate or available for use beyond the U.S.A. Software related to or made available by the Service may be subject to export controls of the U.S.A., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
C. Severability; Interpretation; Assignment. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are for reference only and shall not be used in the interpretation of these Terms. Vision Media may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Vision Media.
E. Third Party Beneficiaries. You acknowledge and agree that the Content Providers are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, the Content Providers will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
F. Terms Applicable For Apple iOS. If you are using the Service through an Apple Device, the following terms apply:
(i) To the extent that you are accessing the Service through an Apple Device, you acknowledge that these Terms are entered into between you and Vision Media and, that Apple, Inc. (“Apple”) is not a party to these Terms other than as third-party beneficiary as contemplated below.
(ii) The license granted to you in these Terms is subject to the permitted Usage Rules set forth in the App Store Terms of Service (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the Service.
(iii) You acknowledge that Vision Media, and not Apple, is responsible for providing the Service and Content thereof.
(iv) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.
(v) To the maximum extent not prohibited by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(vi) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and Vision Media, Vision Media, and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims; (ii) any claim that the Service fails to confirm to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(vii) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(viii) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
(ix) When using the Service, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.