Terms of Use

Terms of Use

Last Updated July 2, 2014

1. DESCRIPTION OF SNAGFILMS’ SERVICES AND ACCEPTANCE OF THE TERMS OF USE

Welcome to SnagFilms, the family of services operated by SnagFilms, Inc. (“SnagFilms,” “we,” or “us”). This document, the Terms of Use, describes the terms on which users (“you”) are authorized to use our website, SnagFilms.com, our applications (“App(s)”), and SnagFilms’ content or services provided on sites operated by third parties (collectively, the “Services”), and to use videos, video clips, text, and other content provided on or through the Services, whether or not owned by SnagFilms (collectively, “Content”). This document is a legal contract and, by using the Services, you agree to be bound by it. If you do not agree to these Terms of Use, do not use the Services.  Our App(s) may require software that is downloaded to your computer, phone, tablet, or other device.  You agree that these Terms will apply to any software as well as to any software upgrades you choose to install. 

2. OUR CHANGES TO THE TERMS OF USE

We may change these Terms of Use at any time, so we encourage you to review the Terms of Use periodically before using the Services. To assist you in reviewing the terms, we will make the most recent version of the Terms of Use available on our website, at http://www.snagfilms.com/films/terms, and we will indicate at the top of the Terms of Use the most recent date when they were modified. If you continue to use the Services after we modify the Terms of Use, your use indicates your agreement to the new Terms of Use. Therefore, it is important that you read this page regularly to ensure you are familiar with the most updated Terms of Use. If you do not agree to the changes, you should not continue to use the Services and instead should request termination of your account according to the procedures described in Section 15.

3. SCOPE OF YOUR LICENSE TO USE THE SERVICES

In exchange for your agreement to these Terms of Use, we grant you a limited, revocable license to access and make personal, non-commercial use of the Services. This agreement does not authorize you to make a use of the Services or the Content that is designed to generate revenue, nor does it authorize you to distribute or redistribute any portion of the Services, including Content, except through our Embeddable Player, described in Section 11, or other technology that we may from time to time make available.  This agreement does not authorize you to broadcast, whether by open or closed system, any of the Content on the Services. 

For the purpose of these Terms of Use, use of the Services – including use of the Embeddable Player – is considered revenue-generating if a third party is invited or required pay money, including for a subscription, in order to access the Services or Content. Without limitation, the following practices are revenue-generating for the purpose of these Terms of Use:

1.        sale of subscription or the requirement of any payment or consideration in exchange for access to the Services or any website that includes Content;

2.        inclusion of the Services or Content in commercial publications, including books, newspapers, magazines, documentaries, films, news reports, news features, and similar material; and

3.        using the Services or incorporating the Services or Content into any third-party service for the purpose of developing a service that competes with us or the Services, or for the purpose of learning about the Services in anticipation of the development of such Services.

Notwithstanding this definition, your use of the Embeddable Player to embed Content into or associate Content with a website that includes advertising is not considered revenue-generating.

By using the Services, you agree to waive any rights that you may otherwise have to use the Content in a manner that is not specifically authorized by these Terms of Use or in a separate written agreement with SnagFilms.

Because our ability to provide Services to you is limited by the scope of the licenses that we hold, we may restrict your ability to access certain Content in order to comply with our licenses. You agree not to attempt to defeat or avoid geographic or other access restrictions, and you agree to comply with any request by us that you not access specified Content.

If you wish to use the Services or Content in a manner that is prohibited by these Terms of Use, please contact us at feedback@snagfilms.com to discuss licensing options.

4. REGISTRATION

Certain features or portions of the Services may be restricted to users that have registered with us (“Restricted Areas”) and have received a user name and password through which they are authorized to access these Restricted Areas. You agree not to access Restricted Areas except using your own user name and password, and you agree not to share your user name and password with anyone else. If, despite your agreement not to do so, you share your user name and password with another person or if another person accesses the Services using your user name and password without your permission, you agree to take full responsibility for the statements and actions of that other person, and for any damages caused by, resulting from, or accruing in connection with that other person's use of the Services. You agree to notify us immediately, by email to feedback@snagfilms.com, if you become aware of any unauthorized use of your password or username, or any other breach of security, so that we may terminate your access to the Services. You may not transfer, sell, or otherwise assign your rights or obligations under these Terms of Use.  Whenever we ask you for personal information in a registration form or elsewhere on the Services, you agree to provide truthful, accurate, current, and complete information, and to update this information anytime it changes.

You may change the settings on your My Profile page to control your user Profile. By providing SnagFilms your email address you consent to our using your email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. You may not opt out of Services-related emails.  We may also use your email address to send you other messages, including changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out by changing the preferences in your Profile Settings. Opting out will prevent you from receiving email messages regarding updates, improvements, or offers.

The Services are intended for the use of adults 18 years or older and children over the age of 13. You agree not to use the Services if you are below the age of 13 and, if you are age 13 or older, not to assist any person under the age of 13 in accessing the Services. If you are at least 13, but are still a minor (this depends on where you live), you must have your parent or legal guardian’s permission to use the Service. Please have him or her read this contract with you. 

NOTICE TO PARENTS AND GUARDIANS: If your child is using the Services and is under 13, please contact us immediately so that we can disable his or her access. If you have questions about whether the Services is appropriate for your child, contact us at feedback@snagfilms.com.

WARNING: Even if you are old enough to use the Services, some of the Content available within the Services may not be appropriate for you. Some Content may contain “R-rated” material, nudity, profanity, and mature subject matter.  If you are under 18, do not view such content.

5. NOTIFICATION PROCEDURES

SnagFilms may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, or through conspicuous posting of such notice on our website, as determined by SnagFilms in our sole discretion. SnagFilms has the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification as described in these Terms of Use.

6. PROHIBITED ACTIVITIES

In exchange for your access to the Services, you agree not to take any steps that are intended to or could damage, inhibit, or prevent operation of the Services or that could cause injury to yourself, to us, or to any third party. Without limitation, you agree not to attempt to:

1.        modify, enhance, or otherwise alter in any way any portion of the SnagFilms (or others’) Embeddable Player or its underlying technology, including by disabling or modifying any portion of the Services in a manner that enables users to view Content without using the Embeddable Player;

2.        modify, enhance, edit or otherwise alter in any way any portion of the Content streamed via (or contained on) the SnagFilms (or others’) Embeddable Player except as otherwise permitted; use technology or other means to access the Services that is not authorized by SnagFilms, including accessing the Services through any automated system, including “robots,” “spiders,” or “offline readers” (other than public search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices – but not caches or archives – of the Services);

3.        introduce viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

4.        damage, disable, overburden, impair, or gain unauthorized access to the Services or our servers, computer network, or user accounts;

5.        collect information about other users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications, or for any other purpose not explicitly authorized by SnagFilms; falsify, conceal, or modify information identifying yourself or another user, including Internet Protocol header information; use our servers, networks, or other facilities for any purpose not explicitly authorized by SnagFilms, including for the transmission of messages not authorized by SnagFilms, or to interfere with or cause damage to the Services or any other service operated by us or any other party; or take any other action that we, in our exclusive discretion, believe may damage or injure you, us, or any third party;

6.        act in a deceptive manner by, among other things, impersonating any person; misrepresent your affiliation with a person or entity, conduct fraud, hide or attempting to hide your identity;

7.        harm or exploit minors; use any information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any user;

8.        distribute “spam”;

9.        advertise or solicit others to purchase any product or service within the Services or otherwise use the Services for any commercial solicitation purposes; or

10.      bypass the measures we may use to prevent or restrict access to the Services. 

In order to protect our users from unsolicited advertising or solicitation, SnagFilms has the right to restrict the number of communications that a user may send to other users in any 24-hour period to a number that SnagFilms deems appropriate in its sole discretion.   SnagFilms has the right, but not the obligation, to monitor all conduct on and User Content (defined below) submitted to the Services and to remove any User Content for any reason, including because the User Content is deemed to be inappropriate or because third parties have complained regarding the User Content.

SnagFilms has the right, in its determination, to permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Services without notice or liability for any reason, including if in SnagFilms’ sole determination you violate any provision of these Terms of Use, or for no reason. Upon termination, you continue to be bound by these Terms of Use including, without limitation, representations and warranties, and all indemnification provisions.  If SnagFilms purposefully deletes your account and/or terminates these Terms of Use, you may not use or re-register for the Services.  SnagFilms has the right to block your email address and Internet protocol address to prevent further use or registration.  If we purposefully delete your account or terminate these Terms of Use, User Content that you submitted may no longer be available. We are not responsible for the loss of your User Content.

7. USER GENERATED CONTENT

The Services contain features that allow users to post their own content and communicate with others. When your account is used to submit, post, or add content to the Services or to communicate with other users (collectively, “User Content”), you agree to accept sole responsibility for that User Content, including the information, statements, facts, and material contained in any form or medium (e.g., text, audio, video, and photographic) therein.

When you provide any User Content to us, you grant us, our affiliates, and our partners and designees, licensees, or sublicensees, a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, promote, prepare derivative works from and otherwise exploit all such content and material as if we were the full owner thereof, in any media formats and any media channels now known or later developed. In addition, you agree to allow us, our affiliates, and our partners and designees, licensees, or sublicensees, to use your name, identity, likeness, and other identifying characteristics for promotional or any other purposes without notifying or further compensating you.  This license lasts until you terminate your SnagFilms account, except in the case of User Content that you have published, made public and/or shared with others. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content that you post to the SnagFilms Services, except that, where applicable under local country law, you agree to waive your right to be identified as the author of any User Content on the SnagFilms Services and your right to object to derogatory treatment of such User Content. 

SnagFilms is free to use any of your User Content without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the SnagFilms Services. 

Without limiting the generality of the foregoing, SnagFilms, its licensees and assigns have the right to: (i) display the User Content within the Services and/or on third-party websites and applications through a content embed or API; (ii) allow other users to play, download, and embed on third-party websites the User Content; (iii) use the User Content to promote SnagFilms, its funders and partners, the Services; and (iv) archive or preserve the User Content for disputes, legal proceedings, or investigations.  You further grant all users of the Services permission to view your User Content for their personal, non-commercial purposes.  SnagFilms is under no obligation to use any User Content.

The Services may allow other users to view your User Content and to comment upon, rate, re-mix or link to them, or to embed them into third-party websites, as described elsewhere in these Terms of Use. In addition, we may allow users to select Content, including User Content, for use in software applications, embeddable players, services, or properties in a manner that we may separately authorize, a functionality known as “Snagging.” Without limiting the generality of the license created by these Terms of Use, by providing User Content to us, you agree to allow us to license your User Content to third parties for inclusion in other publications, including commercial publications, and to allow third parties to Snag or embed your User Content into other services, without notifying or further compensating you. In order to ensure that all of our users enjoy their use of the Services, you agree that none of your User Content will:

1.        infringe on the intellectual property, trade secret, privacy, or publicity rights of others;

2.        contain any material that could be considered unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, indecent, sexually explicit, or hateful, or content that refers negatively to people or groups on the basis of their race, ethnicity, religion, sexual orientation, gender, or similar characteristics;

3.        be posted in a false name or the name of another person, or include impersonations of any person, except where such impersonations are obvious and are included exclusively for the purpose of parody;

4.        include illegal material or encourage, solicit, or glorify illegal activity;

5.        contain false statements or misrepresentations that could damage you, us, or a third party;

6.        include commercial advertisements or solicitations, except if we have specifically authorized their inclusion;

7.        include material that is otherwise objectionable to SnagFilms; or

8.        seek to exploit children, by exposing them to inappropriate content or communications or by asking for personally identifiable information.

Please note that we use your first and last names as your user name and therefore your first and last names will appear to the public each time you post.  We advise that you do not, and you should also be careful if you decide to, post additional personally identifiable information, such as your email address, telephone number, or street address. 

Although we may review User Content, we do not edit or approve User Content prior to its publication. As a result, you agree that we cannot take responsibility for User Content and that we are not obligated to monitor User Content.

If we become aware of User Content that we believe to violate these Terms of Use or to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, we may – but are not required to – act in good faith to restrict access to or availability of such User Content. We may also take steps to terminate the access to the Services of the user who made the User Content or take other appropriate steps, including initiating legal action.

If you become aware of User Content or other Content on the Services that you believe to be objectionable or to violate these Terms of Use, or that you believe may cause injury to yourself, us, or any third party, you agree to notify us of such content immediately by emailing feedback@snagfilms.com.

Following deletion or termination of your account, or if you remove any User Content from SnagFilms, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, SnagFilms and its users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your User Content that has been published or that other users have stored or shared through SnagFilms.

8. OUR COLLECTION AND USE OF YOUR PERSONAL INFORMATION

For information about SnagFilms’ policies and practices regarding the collection and use of your personally identifiable information, please read SnagFilms’ Privacy Policy available at www.snagfilms.com/films/privacy.  The Privacy Policy is incorporated by reference and made part of these Terms of Use. Thus, by agreeing to these Terms of Use, you agree that your use of the SnagFilms Services is governed by the SnagFilms Privacy Policy in effect at the time of your use.

9. OUR INTELLECTUAL PROPERTY RIGHTS

The Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound. The Services are protected by copyright as a collective work under the copyright laws of the United States and other countries. Except as otherwise specified in these Terms of Use, all individual videos, articles, and other elements comprising the Services are also copyrighted works. All copyright rights in the Services and these works are owned by SnagFilms or its third-party licensors to the full extent permitted under the United States Copyright Act and all international copyright laws, and are provided for your educational and non-commercial purposes only. You must abide by all additional copyright notices or restrictions contained on the Services.

Except for your own User Content, you may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part, except that you may use technology provided and authorized by SnagFilms, including the Embeddable Player, to Snag Content or embed Content into third-party websites as described in Section 11, below, or to “Snag A Scene” or as otherwise permitted by SnagFilms.

Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of content will be permitted without the express permission of SnagFilms and the copyright owner.

All rights in the product names, company names, trade names, logos, product packaging, and designs of all SnagFilms or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to SnagFilms or their respective owners, and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark of SnagFilms or any third party.

10. CLAIMS OF COPYRIGHT INFRINGEMENT

We respect the rights of all copyright holders, and we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information:

1.        identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

2.        identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

3.        information reasonably sufficient to permit us to contact the complaining party;

4.        a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

5.        a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

6.        a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our copyright agent for notice of claims of infringement on the Services is:


Copyright Agent


SnagFilms, Inc.


1250 Connecticut Avenue, NW


Suite 420


Washington, D.C. 20036-3023

 

This contact information is only for suspected copyright infringement. If you would like to contact us about another matter, please email us at feedback@snagfilms.com.

We will remove any Content that infringes upon the copyright of any person under the laws of the United States upon receipt of such a statement (or any statement in conformance with 17 U.S.C. § 512(c)(3)), and will terminate the access privileges of those who repeatedly infringe on the copyright of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

11. SNAGFILMS’ EMBEDDABLE VIDEO PLAYER

These Terms of Use create a limited license for you to embed Content into websites that you operate or control, or to incorporate Content into postings you make on other websites to the extent authorized by the operators of those websites, but only using the SnagFilms Embeddable Player or other technology that we may from time to time make available. As described in Section 3 of these Terms of Use, however, you are authorized to use the Services only for personal and non-commercial purposes.

In addition, you may not link to or embed Content or any other portion of the Services, from or on any website or other publication or service that contains content that is unlawful, pornographic, obscene, indecent, defamatory, libelous, threatening, harassing, vulgar, indecent, profane, hateful, racially or ethnically offensive, encourages criminal conduct, gives rise to civil liability, violates any law, rule or regulation, infringes any right of any third party including intellectual property rights, or that we determine, in our exclusive discretion, to be otherwise inappropriate.

Finally, you agree to maintain control of any posting or publication of the Embeddable Player technology that you initiate, and that control must be sufficient to allow you to delete the posting or publication upon our request. You agree that we may require that you delete any posting or publication of Content or Services, or to discontinue use of the Embeddable Player or the Services entirely, for any reason and at any time. You agree to comply with any such instruction, provided to the most recent email address that you provided to us or such other contact information that we may identify for you, as promptly as possible and, in any event, within 24 hours after the request was transmitted. You agree not to make any posting or publication of Content or Services, or to otherwise use the Embeddable Player, if you cannot retain this control or if you cannot respond to a deletion instruction from us within 24 hours.

12. LINKED WEBSITES AND ADVERTISING

As a convenience to users, we may provide links to third-party content, websites or services. We do not endorse, sponsor, control, or otherwise accept responsibility for this material.

You should be aware that third-party websites are not covered by these Terms of Use or our Privacy Policy, and we therefore cannot be responsible for the content or practices of any such website, even if it links to the SnagFilms site or even if the website is operated by a company affiliated or otherwise connected with SnagFilms.

13. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

You understand that the Services are provided purely for your entertainment, and you agree that we will not be responsible for any damages that you claim result, directly or indirectly, from use of the Services, for any reason, including costs incurred while using the Services, the inaccessibility of the Services, or the costs associated with any claims you bring or try to bring against us.

We do not guarantee that we will continue to provide the Services, that the Services will be available at any particular time or from any particular place, or that they will continue to function in the manner that they currently function. You agree that we will not have liability to you or to others for these changes to the Services.

You agree not to hold us liable for damages you claim are caused by third parties who contact you using the Services or become aware of your identity through the use of the Services, and you understand that, while such behavior is a violation of these Terms of Use, we need not attempt to control or identify individuals who falsify their identities or provide false information to others through the use of the Services.

IN NO EVENT SHALL SNAGFILMS OR ITS AFFILIATES, OR EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND SUPPLIERS (COLLECTIVELY, THE “SNAGFILMS PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SERVICES (INCLUDING ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN, OBTAINED ON OR PROVIDED THROUGH THE SITES).

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER THE SNAGFILMS PARTIES, NOR THEIR AFFILIATES OR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED BY SNAGFILMS.

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 TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, GROSS NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, EVEN IF THE CLAIM ALLEGES THAT THE SNAGFILMS PARTIES’ CONDUCT WAS WILLFUL. YOU SPECIFICALLY ACKNOWLEDGE THAT THE SNAGFILMS PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT WILL THE SNAGFILMS PARTIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT PROVIDED ON OR THROUGH THE SERVICES. IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER THE SNAGFILMS PARTIES, NOR THEIR AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS, SHALL BE LIABLE, REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SERVICES, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

14. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE SNAGFILMS PARTIES FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS OF DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES) ARISING FROM OR IN CONNECTION WITH: (I) YOUR USE OF AND ACCESS TO THE SERVICES OR CONTENT; (II) SOMEONE ELSE’S AUTHORIZED USE OF YOUR ACCOUNT; (III) YOUR VIOLATION OF ANY TERM OF THESE TERMS OF USE; (IV) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; OR (V) ANY CLAIM THAT YOUR USER CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE ANY TERMINATION OF THESE TERMS OF USE OR YOUR ACCESS TO THE SERVICES.

15. TERMINATION

We may terminate your access to the Services, including your use of Content, at any time and for any reason by providing notification of our decision to the email address that you most recently provided to us or by notifying you by another method. In addition, you may request that we terminate your access to the Services by emailing us at feedback@snagfilms.com. If you have submitted films or video content to us or have entered into a Content License Agreement, your right to terminate these Terms of Use is governed by the terms of the Content License Agreement.

Otherwise applicable provisions of these Terms of Use, including, without limitation, the indemnification provisions included above, will survive any such termination. In addition, because the license you grant to us in the User Content that you provide is perpetual, termination of these Terms of Use does not terminate our license to use your User Content as described elsewhere in these Terms of Use.

16.  SECURITY

We have implemented commercially reasonable technical measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge and agree that you provide your personal information at your own risk.

17.  SOCIAL MEDIA

Users in certain countries will have the ability to connect their SnagFilms movie Collections and recommendations, Queues, comments and other activities with their Facebook and Twitter accounts. If you choose to connect, you will be able to take advantage of various social features. These features will be designed to share information with others. For example, your friends will be able to see your movie Collections in their newsfeeds, or they may be able to see which films you “Like.” They will also be able to see that you are a user of SnagFilms. In addition, SnagFilms has the right to personalize and otherwise enhance your user experience based on your Facebook or Twitter information, such as basic information and “Likes.” Facebook or Twitter may offer ways to manage the information you share with SnagFilms. See the Facebook or Twitter websites for details.

BY CONNECTING YOUR SNAGFILMS ACCOUNT TO YOUR FACEBOOK OR TWITTER ACCOUNT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO FACEBOOK OR TWITTER, IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON FACEBOOK OR TWITTER. IF YOU DO NOT WANT INFORMATION ABOUT YOU, INCLUDING INFORMATION SUCH AS YOUR MOVIE PREFERENCES, TO BE SHARED IN THIS MANNER, DO NOT LOG IN TO SNAGFILMS FROM FACEBOOK OR TWITTER.

18.  YOUR REPRESENTATIONS AND WARRANTIES

You will be solely responsible for your own User Content and the consequences of publishing it. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in these Terms of Use, the following:

a.    You have the right to submit the User Content to us and grant the licenses set forth above.  You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Services and these Terms of Use, and to assign such rights, including without limitation to SnagFilms, and each such person has released you and your assigns from any liability that may arise in relation to such use.

b.    Your User Content and SnagFilms’ use thereof as contemplated by these Terms of Use and the Services will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity, does not defame any other person, nor disparage any company or product, and does not and will not violate any laws.

c.     SnagFilms has the right to access and use your User Content granted under these Terms of Use without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise or otherwise be required to obtain licenses from any third party.

19.  OPERATED FROM THE UNITED STATES

The Services is controlled and operated from its facilities in the United States. SnagFilms makes no representations that the Services is appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S.

20.  MISCELLANEOUS

GOVERNING LAW AND JURISDICTION.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be fully performed therein (without regard to its conflict of laws provisions).  Any claim or dispute between you and SnagFilms that arises in whole or in part from the Services will be decided exclusively by a court of competent jurisdiction located in New York, New York unless submitted to arbitration as set forth in the following paragraph. 

ARBITRATION.  For any claim (excluding claims for injunctive or other equitable relief) under these Terms of Use the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration will initiate the arbitration through an established alternative dispute resolution (“ADR”) provider in New York, New York mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties and all such personal appearances will take place in New York, New York unless otherwise agreed to by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY AGREEING TO THESE TERMS OF USE, YOU AND SNAGFILMS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

ASSIGNMENT.  You may not assign your rights under these Terms of Use to any third party; we may assign our rights under these Terms of Use without condition. 

ENTIRE AGREEMENT.  These Terms of Use constitutes the entire agreement between you and us regarding the use of these Services and supersedes any prior or contemporaneous understandings and agreements between you and us related to the subject matter hereof. 

SEVERABILITY.  The parties agree that each provision of these Terms of Use shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof.

NO WAIVER.  Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. 

INTERNET ACCESS CHARGES.  You are responsible for any costs you incur to access the internet. 

FEEDBACK.  You further agree that SnagFilms and its affiliates are free to use for any purpose whatsoever ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback or content or User Content posted in response to, as a supplement to, or in association with any other content available on or in connection with the SnagFilms Services (“Feedback”), whether oral, written or video/multimedia, that you may send to SnagFilms or its affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that SnagFilms has no duties to you, with respect to such Feedback.