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Terms of Use 1. Your Acceptance A. By using and/or visiting this website (collectively, including all content and functionality available through the Showmethereel.com domain name, the “Showmethereel Website”, or “Website”), you signify your agreement to (1) these terms and conditions (the “Terms of Service”), and (2) Showmethereel’s privacy notice, found at www.showmethereel.com/privacy.php and incorporated here by reference. If you do not agree to any of these terms, the Showmethereel privacy notice, please do not use the Showmethereel Website. B. Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version (www.showmethereel.com/terms.php). Showmethereel may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. 2. Showmethereel Website A. These Terms of Service apply to all users of the Showmethereel Website, including users who are browsers of the Website and/or contributors of video content, information, and other materials or services on the Website (collectively referred to as “User(s)”). The Showmethereel Website includes all aspects of Showmethereel. B. The Showmethereel Website may contain links to third party websites that are not owned or controlled by Showmethereel. Showmethereel has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites. In addition, Showmethereel will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Showmethereel from any and all liability arising from your use of any third-party website. C. Accordingly, we encourage you to be aware when you leave the Showmethereel Website and to read the terms and conditions and privacy policy of each other website that you visit. 3. Electronic Communications When you visit the Website or send e-mails to Showmethereel, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. 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. 4. Showmethereel Accounts A. In order to access some features of the Website, you will have to create a Showmethereel account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Showmethereel immediately of any breach of security or unauthorized use of your account. B. Although Showmethereel will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Showmethereel or others due to such unauthorized use. 5. General Use of the Website -- Permissions and Restrictions Showmethereel hereby grants you permission to access and use the Website as set forth in these Terms of Service, provided that: A. You agree not to distribute in any medium any part of the Website, including but not limited to User Submissions (defined below), without Showmethereel’s prior written authorization. B. You agree not to alter or modify any part of the Website or any of its related technologies. C. You agree not to access User Submissions or Showmethereel Content (defined below) through any technology or means other than the video playback pages of the Website itself or other explicitly authorized means Showmethereel may designate. D. You agree not to use the Website for any commercial use, without the prior written authorization of Showmethereel. Prohibited commercial uses include any of the following actions taken without Showmethereel’s express approval: E. Prohibited commercial uses do not include: F. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Website in a manner that sends more request messages to the Showmethereel servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Showmethereel grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Showmethereel reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. G. In your use of the website, you will otherwise comply with the terms and conditions of these Terms of Service and all applicable local, national, and international laws and regulations. H. Showmethereel reserves the right to discontinue any aspect of the Showmethereel Website at any time. 6. Your Use of Content on the Site In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Showmethereel Website. A. The content on the Showmethereel Website, including all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Showmethereel Content”) and the trademarks, service marks and logos contained therein, are owned by or licensed to Showmethereel, subject to copyright and other intellectual property rights under the law. Showmethereel Content on the Website is provided to you “AS IS” for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Showmethereel reserves all rights not expressly granted in and to the Website and the Showmethereel Content. B. You may access Showmethereel Content solely: “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Showmethereel service to a user’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the user. Accessing User Submissions (as defined below) for any purpose or in any manner other than Streaming is expressly prohibited. C. User Submissions are made available to you for your information and personal use solely as intended through the normal functionality of the Showmethereel service. User Submissions are made available “AS IS”, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Showmethereel service or otherwise as prohibited under this Agreement. D. You may access Showmethereel Content and other content only as permitted under this Agreement. Showmethereel reserves all rights not expressly granted in and to the Showmethereel Content and the Showmethereel service. E. You agree to not engage in the use, copying or distribution of any of the Showmethereel Content other than expressly permitted herein, including any use, copying or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. F. You agree not to circumvent, disable or otherwise interfere with security-related features of the Showmethereel Website or features that prevent or restrict use or copying of any Showmethereel Content or enforce limitations on use of the Showmethereel Website or the Showmethereel Content therein. G. You understand that when using the Showmethereel Website, you will be exposed to Showmethereel Content from a variety of sources, and that Showmethereel is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Showmethereel Content. You further understand and acknowledge that you may be exposed to Showmethereel Content that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Showmethereel with respect thereto, and agree to indemnify and hold Showmethereel, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website. 7. Your User Submissions and Conduct A. As a Showmethereel account holder, you may submit text, including resumes, scripts, graphics, photos, sounds, music, videos, not prohibited under this Agreement, and generate blogs (collectively referred to as “User Submissions”). You understand that whether or not such User Submissions are published, Showmethereel does not guarantee any confidentiality with respect to any User Submissions. B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize Showmethereel to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. C. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to Showmethereel, you hereby grant Showmethereel a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Showmethereel Website and Showmethereel’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Showmethereel Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Showmethereel Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by you in User Submissions terminate within a commercially reasonable time after you remove or delete your User Submissions from the Showmethereel Service. You understand and agree, however, that Showmethereel may retain, but not display, distribute, or perform, server copies of User Submissions that have been removed or deleted. D. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Showmethereel all of the license rights granted herein. E. You further agree that you will not, in connection with User Submissions, submit material that is contrary to applicable local, national, and international laws and regulations. F. Showmethereel does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Showmethereel expressly disclaims any and all liability in connection with User Submissions. Showmethereel does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Showmethereel will remove all Showmethereel Content if properly notified that such Showmethereel Content infringes on another’s intellectual property rights. Showmethereel reserves the right to remove Showmethereel Content without prior notice. 8. Purchase of Subscriptions A. Subscription Fees and Payments. You can always find the current subscription fees for memberships and plans (“Subscription(s)”) posted at www.showmethereel.com/pricing.php. All Users shall make all payments through Authorize.net (www.authorize.net). Your Subscription will continue and renew automatically, unless terminated by Showmethereel or until you notify Showmethereel, with thirty (30) days prior notice, by e-mail or as designated on the Website of your decision to terminate your Subscription. If there are any annual, monthly, or similar periodic fees for your Subscription (including any applicable taxes), these fees will be billed automatically to your credit card through Authorize.net designated during the registration process for the Website or subsequently designated by you to Showmethereel, at the start of the annual, monthly or similar period, and at the start of each renewal period, unless you terminate your Subscription before the relevant period begins. You agree to pay or have paid all fees and charges incurred in connection with your User Account (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges (including any applicable taxes) are nonrefundable. Showmethereel may change the fees and charges then in effect, or add new fees or charges, by giving you advance notice. All fees and charges (including any applicable taxes) incurred in connection with your User Account will be billed to your credit card through Authorize.net. If you believe someone has accessed the Website using your User Account without your authorization, you must e-mail Showmethereel. You also are responsible for any fees or charges incurred to access Showmethereel Website through an Internet access provider or other third party service. YOU, AND NOT SHOWMETHEREEL, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU. B. You agree that your purchase of a Subscription and use of Showmethereel Content constitutes your acceptance of and agreement to use such Showmethereel Content solely in accordance with the Terms of Service, and that any other use of the Showmethereel Content may constitute copyright infringement. The Terms of Service shall govern your rights with respect to the Showmethereel Content, in addition to any other terms or rules that may have been established between you and another party. Showmethereel reserves the right to modify the Terms of Service at any time. C. You acknowledge that some aspects of the services provided by the Showmethereel, Showmethereel Content, and administering of the Terms of Services entails the ongoing involvement of Showmethereel. Accordingly, in the event that Showmethereel changes any part of its services or discontinues its services, which Showmethereel may do at its sole election, you acknowledge that you may no longer be able to use Showmethereel Content to the same extent as prior to such change or discontinuation, and that Showmethereel shall have no liability to you in such case. D. Agreement to Pay. E. Electronic Signatures and Contracts. Your use of the Website includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. F. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility. 9. Account Termination Policy A. Showmethereel will terminate a User’s access to its Website if, under appropriate circumstances, they are determined to be a repeat infringer. B. Showmethereel reserves the right to decide whether Showmethereel Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Showmethereel may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion. C. You may close your account at any time by sending an email to support@showmethereel.com asking to cancel your account. Upon cancellation, you will receive a confirmation via e-mail that the request was received and your profile will be removed from the site within twenty four (24) hours from receipt of request and no further charges will be made on your account. Upon account closure, we will cancel any pending transactions and you will forfeit any payments and/or purchases made prior to cancellation. You are responsible for any and all charges incurred (for products or services purchased) up to the time the account is deactivated. Please note that all sales are final and Showmethereel will not offer refunds or pro-rata discounts for canceled accounts. Once your account is closed, it is no longer accessible by you or anyone else. You may reinstate your account you'd like to reinstate your account, by sending an email to support@showmethereel.com asking to reinstate your account and profile. Upon reinstatement, you will receive a confirmation via e-mail that the request was received and your profile will be reinstated within twenty four (24) hours from receipt of request. Any non-refunded payments shall not be credited to your account. 10. Digital Millennium Copyright Act A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent: 11. Warranty Disclaimer YOU AGREE THAT YOUR USE OF THE SHOWMETHEREEL WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SHOWMETHEREEL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. SHOWMETHEREEL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF SHOWMETHEREEL CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF SHOWMETHEREEL CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, INCLUDING SHOWMETHEREEL CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT, INCLUDING SHOWMETHEREEL CONTENT, POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SHOWMETHEREEL WEBSITE. SHOWMETHEREEL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SHOWMETHEREEL WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SHOWMETHEREEL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. 12. Limitation of Liability IN NO EVENT SHALL SHOWMETHEREEL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT, INCLUDING SHOWMETHEREEL CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, INCLUDING SHOWMETHEREEL CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT, INCLUDING SHOWMETHEREEL CONTENT, POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SHOWMETHEREEL WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT SHOWMETHEREEL SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Website is controlled and offered by Showmethereel from its facilities in the United States of America. Showmethereel makes no representations that the Showmethereel Website is appropriate or available for use in other locations. Those who access or use the Showmethereel Website from other jurisdictions do so at their own volition and are responsible for compliance with local law. 13. Indemnity You agree to defend, indemnify and hold harmless Showmethereel, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Showmethereel Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Showmethereel Website. 14. Ability to Accept Terms of Service You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Showmethereel Website is not intended for children under 13. If you are under 13 years of age, then please do not use the Showmethereel Website. 15. Assignment These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Showmethereel without restriction. 16. General You agree that: (i) the Showmethereel Website shall be deemed solely based in California; and (ii) the Showmethereel Website shall be deemed a passive website that does not give rise to personal jurisdiction over Showmethereel, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Showmethereel that arises in whole or in part from the Showmethereel Website shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California. These Terms of Service, together with the Privacy Notice at www.showmethereel.com/privacy.phpand any other legal notices published by Showmethereel on the Website, shall constitute the entire agreement between you and Showmethereel concerning the Showmethereel Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Showmethereel’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Showmethereel reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Showmethereel Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND SHOWMETHEREEL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SHOWMETHEREEL WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. |
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