Terms

TERMS OF USE

ACCEPTANCE OF TERMS

The web pages available at www.flixuniverse.com, and all linked pages (“Site”), are owned and operated by FLIXU (“FLIXU”), a UK registered company, and is accessed by you under the Terms of Use described below (“Terms of Use”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THIS SITE OR USING ANY PART OF THE SITE OR ANY CONTENT OR SERVICES (AS EACH IS DEFINED BELOW) ON THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. FLIXU’ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY FLIXU, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

MODIFICATIONS OF TERMS OF USE

FLIXU reserve the right, at its sole discretion, to modify or replace the Terms of Use at any time. If the alterations constitute a material change to the Terms of Use, FLIXU will notify you via email. What constitutes a “material change” will be determined at FLIXU’s sole discretion, in good faith and using common sense and reasonable judgment. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you following such notification constitutes your acceptance of the terms and conditions of the Terms of Use as modified.

DESCRIPTION OF SERVICE

Subject to full compliance with the Terms of Use, FLIXU may offer to provide certain services and content, as described more fully on the Site, (“Services”). Services shall include, but not be limited to, any service and content FLIXU perform for you, as well as the offering of any materials displayed or performed on the Site (including, but not limited to text, user comments, messages, information, data, graphics, news articles, photographs, images, illustrations, software, audio clips and video clips, also known as the “Content”) on the Site. FLIXU may change, suspend or discontinue the Services including any Content for any reason, at any time, including the availability of any feature or content. FLIXU may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

USER CONDUCT

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by FLIXU. Repeated infringers of the examples below will be terminated as users.

By way of example, and not as a limitation, you agree not to use the Services:

to abuse, harass, threaten, impersonate or intimidate other Site users;
to contribute any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content;
to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Site user;
to create or submit unwanted email (“Spam”) to any other Site users or any URL;
to violate any laws in your jurisdiction (including but not limited to copyright laws);
to submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content;
with the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;
under no circumstances can a user distribute member only, not publicly released downloads.
COPYRIGHT COMPLAINTS

FLIXU respect the intellectual property of others. It is FLIXU’ policy to respond expeditiously to claims of copyright and other intellectual property infringement. FLIXU will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, FLIXU may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. FLIXU will terminate access for subscribers and account holders who are repeat infringers.

Notifying FLIXU of Copyright Infringement: To provide FLIXU notice of an infringement, you must provide a written communication to the attention of “DMCA Infringement Notification Dept.” care of abuse@flixuniverse.com that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.

Providing FLIXU with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide FLIXU with a counter notification by written communication to the attention of “DMCA Counter Notification Dept.” abuse@flixuniverse.com that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.

FLIXU PRIVACY POLICY

FLIXU’s current privacy policy is available (the “Privacy Policy”), which is incorporated by this reference.

INDEMNITY

You will indemnify and hold harmless FLIXU, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys. fees and cost) from (i) any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, violation of the Terms of Use by you, or the infringement by you, or any third party using your account or Site User ID, of any intellectual property or other right of any person or entity.

WARRANTY DISCLAIMERS

You acknowledge that FLIXU has no control over, and no duty to take any action regarding: which users gain access to the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release FLIXU from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. FLIXU make no representations concerning any content contained in or accessed through the Site, and FLIXU will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. THE SERVICE, CONTENT, AND SITE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LINKS

The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because FLIXU have no control over such sites and resources, you acknowledge and agree that FLIXU is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that FLIXU 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 site or resource.

LIMITATION OF LIABILITY

IN NO EVENT SHALL FLIXU OR ITS SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) WITH RESPECT TO THE SITE, THE SERVICE OR ANY CONTENT FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

TERMINATION

FLIXU may terminate or suspend any and all Services and your Site account immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms of Use. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your FLIXU account, you may simply discontinue using the Services. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

MISCELLANEOUS

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use and you do not have any authority of any kind to bind FLIXU in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. FLIXU shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond FLIXU’ reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable. The Terms of Use is not assignable, transferable or sublicensable by you except with FLIXU’ prior written consent. FLIXU may transfer, assign or delegate the Terms of Use and its rights and obligations without consent. The Terms of Use shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction of the Superior Court of San Francisco County and the United States District Court for the Northern District of California. Notwithstanding the foregoing sentence, (but without limiting FLIXU’ right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be referred to an arbitrator affiliated with JAMS. The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties. The arbitration proceeding shall be carried on and heard in San Francisco, California using the English language and pursuant to the rules of JAMS. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. Both parties agree that the Terms of Use is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Use, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.

TRADEMARKS

FLIXUNIVERSE and other Site graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trademarks or trade dress of FLIXU in the UK and/or other countries. FLIXU’ trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion.