Cinefile

CINEFILE.COM TERMS OF USE

1. Your Acceptance

A. Welcome to Cinefile™ The Ultimate Movie Network!™ Cinefile, Inc. and/or its affiliates ("Cinefile," "we" or "us" or “our”) operates Cinefile.com (the “Site”) which provides a social network and profiling platform developed specifically to connect movie enthusiasts with those working in the movie industry, while at the same time promoting and supporting movies and the movie industry at large. The services provided by Cinefile through the functionality of the Site including any Cinefile branded URL, and incorporated herein by reference (collectively, the "Services"). The term “you” refers to a Member (as defined below) or user of the Site. By clicking the “I AGREE” button and using and/or visiting the Site, you signify by electronic signature your agreement to (i) these terms of service ("this Agreement"),(ii) Cinefile's Privacy Policy, and incorporated herein by reference; (iii) Cinefile's Member Guidelines, and also incorporated herein by reference and (iv) Cinefile's Copyright Policy, and also incorporated herein by reference. B. Please read this Agreement carefully as it contains important information regarding your legal rights, remedies and obligations which include various limitations and exclusions and a clause that provides for arbitration for certain disputes. This is a legal agreement between you and Cinefile and applies to you whether you are a registered member of the Site or a non-registered user just visiting the Site.

2. Your Account

A. In order to access certain features of the Site and the Services, and to post Member Submissions (defined below), you will have to become a member of Cinefile (“Member”) and create a Member account ("Member Account”). As part of creating a Member Account, you will need to complete a registration form (the “Registration Form”). You will need to select a Member name (“Member Name”), a Member password (“Member Password”) and provide a current valid email address. You may not select or use a Member Name (i) of another person with the intent to impersonate that person; (ii) in which another person has rights without such person's authorization; or (iii) that Cinefile, in its sole discretion, deems offensive. In addition, you may be invited to provide personal profile information that may be used by Cinefile and viewed by other Members. Further information about registration, personal profiles, and our use of your information can be found in Cinefile’s Privacy Policy. B. Upon completion of the foregoing, Cinefile will in its sole discretion establish a Member Account. You are responsible for maintaining the confidentiality of your Member Password. You represent and warrant that all of the information you provide to Cinefile on the Registration Form is truthful and accurate and will maintain as current and to promptly update relevant personal information. If you provide any false, inaccurate, or incomplete information on your Registration Form, Cinefile may, in its sole discretion, immediately terminate your Member Account. You are responsible for all usage or activity on your Member Account, including use of your Member Account by any third party authorized by you to use your Member Name and Member Password. You may never use another's Member Account without permission. Cinefile will not be liable for your losses caused by any unauthorized use of your Member Account but you may be liable for the losses of Cinefile or others due to such unauthorized use of your Member Account. You must be thirteen (13) years of age or older to create a Member Account and by creating a Member Account, you represent and warrant that you are at least thirteen (13) years of Membership is void where prohibited. C. Failure to comply with the foregoing will constitute a violation of this Agreement, and may result, at the sole discretion of Cinefile, in the immediate termination of your Member Account and removal of any material (including your Member Submissions) from the Site or our servers related to your Member Account. When we are notified that a Member has died, we will generally terminate the Member Account. After such a termination, you understand and acknowledge that we will have no further obligation to provide the Services or to forward any information to you or any third party. Upon termination, all licenses and other rights granted to you by this Agreement will immediately cease. Cinefile is not liable to you or any third party for termination of the Services. You may voluntarily terminate your Member Account at any time and for any reason by clicking "Cancel Member Account" on the "My Member Account" page and upon termination, your Member Account will no longer be accessible. The termination of your Member Account will not affect your obligations to Cinefile under this Agreement (including but not limited to ownership, indemnification and limitation of liability), which by shall survive such termination of your Member Account.

3. Site Content and Ownership

A. Certain types of content are made available through the Site including Cinefile Content and Member Submissions. As used in this Agreement, "Cinefile Content" means, collectively, all postings, messages, text, files, images, photos, videos, sounds, data, graphics, images, or other content and information made available through the Site or the Services, excluding Member Submissions. As used in this Agreement, "Member Submissions" means, collectively, Member profile, all video files and sounds, postings, messages, text, files, images, photos, data, graphics, images, or other content and information which Members post, upload and otherwise transmit to the Site. Cinefile and its licensors own all right, title and interest in the Site, Cinefile Content and the trademarks, service marks and logos contained therein (other than your Member Submissions). B. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Cinefile Content, Member Submissions (other than your Member Submissions) or the Services and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, Cinefile Content, Member Submissions (other than your Member Submissions). Cinefile reserves the right without notice to remove any Cinefile Content or any Member Submissions from the Site.

4. Member Submissions

A. You shall be solely responsible for your own Member Submissions and the consequences of uploading, posting or otherwise transmitting them to the Site. You retain any right, title and interest that you have in your Member Submissions. However, by uploading, posting, emailing or otherwise transmitting Member Submissions to the Site, you hereby grant Cinefile a worldwide, non-exclusive, royalty-free, sublicensable, transferable, license to use, reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast and otherwise exploit such Member Submissions in any form, medium or technology now known or later developed, including without limitation on the Site and third party websites. You also hereby grant each Member a non-exclusive license to access your Member Submissions through the Site, and to use, reproduce, distribute, display and perform such Member Submissions as permitted through the Site and under this Agreement. The above licenses granted by you in Member Submissions terminate within a commercially reasonable time after you terminate your Members Account. You understand and agree, however, that Cinefile may retain, but not perform, display, publish, distribute, transmit, broadcast or otherwise exploit Member Videos that have been removed or deleted. B. You shall be solely responsible for your own Member Submissions and the consequences of uploading, posting or otherwise transmitting them to the Site. In connection with Member Submissions, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Cinefile to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Member Submissions to enable inclusion and use of the Member Submissions in the manner contemplated by the Site and this Agreement. C. You acknowledge and agree that Cinefile may, at its option, establish limits concerning Member Submissions, including without limitation the maximum number of days that Member Submissions will remain on the Site, the maximum size of any files that may be stored on or uploaded to the Site, and the maximum server space that will be allotted to you for the storage of Member Submissions. D. Cinefile has no ability to control the Member Submissions that are uploaded, posted, emailed or otherwise transmitted using the Site or the Services. Cinefile does not have any obligation to monitor or back-up such Member Submissions and is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Member Submissions or anything said, depicted or written by Members. Cinefile does not endorse any Member Submission or any opinion, recommendation, or advice expressed within the Member Submissions and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Cinefile with respect thereto.

5. Your Obligations in Using the Site or the Services

A. You may only access and use Cinefile Content, Member Submissions, the Site and the Services consistent with this Agreement. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services. B. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site or the Services: (i) Upload, post, email, or otherwise transmit any Member Submissions that violates, plagiarizes, misappropriates or infringes the rights of third parties (including, without limitation, copyright, trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right), without first obtaining permission from the owner or right holder; (ii) Upload, post, email, or otherwise transmit, display, distribute or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," requests for money, petitions for signature, or any other form of solicitation; (iii) Impersonate, falsely state or otherwise misrepresent your affiliation with any person, through pretexting or some other form of social engineering or otherwise commit fraud; (iv) Upload, post, email, or otherwise transmit any Member Submissions that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software; or interfere with the access of any Member to the Site or Service, including without limitation sending a virus, overloading, flooding, spamming, mail-bombing, "flaming," "spamming," "trolling," and "griefing" the Site as those terms are commonly understood and used; (v) Upload, post, email, or otherwise transmit, via the Site or the Services, any Member Submissions that are (a) defamatory, abusive, threatening, or that could be deemed to be stalking or constitute an invasion of privacy; (b) bigoted, hateful, violent or otherwise offensive; (c) obscene, pornographic, vulgar, profane or indecent; (vi) Circumvent, disable or otherwise interfere with security related features of the Site or the Services that prevent or restrict use or copying of any Cinefile Content; (vii) Use any meta tags or other hidden text or metadata utilizing the Cinefile name, trademark, or URL; (viii) Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, "pyramid schemes" or any other form of solicitation; (ix) Advocate, solicit, engage or attempt to engage in any activity that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law including, without limitation, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing, harassment, theft, and conspiracy to commit any criminal activity; (x) Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or the Services to send altered, deceptive or false source-identifying information; (xi) Upload, post, email or otherwise transmit any Member Submissions that include code that is hidden or otherwise surreptitiously contained within the images of any Member Submissions that is unrelated to the immediate, aesthetic nature of the Member Submissions; (xii) Interfere with or disrupt (or attempt to interfere with or disrupt) the Site or the Services; (xiii) Attempt to probe, scan or test the vulnerability of the Site or the Services or breach or impair or circumvent any security or authentication measures protecting the Site or the Services; (xiv) Attempt to decipher, decompile, disassemble or reverse engineer the Site or the Services; (xv) Attempt to access, search or meta-search the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Cinefile or other generally available third party web browsers, including without limitation any software that sends queries to the Site to determine how a website or web page ranks; (xvi) Collect or store personal data about other Members without their express permission; (xvii) Use the Site or the Services in any manner not permitted by this Agreement; or (xviii) Encourage or instruct any other person to do any of the foregoing or to violate any term of this Agreement.

6. Copyrighted Materials: No Unauthorized Use

A. You will not use the Site or the Services to upload, post, email or otherwise transmit (i) any Member Submission to which you do not have the lawful right to copy, transmit and display (including any Member Submission that would violate any confidentiality or fiduciary obligations that you might have with respect to the Member Submission); (ii) any Member Submission for which you do not have the consent or permission of each identifiable person in the Member Submission to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the Member Submission) and such consent or permission is necessary; or (iii) any Member Submission that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). B. Cinefile has adopted and implemented a policy that provides for the termination in appropriate circumstances of the Member Account of Members who repeatedly infringe or are believed to be infringing the rights of copyright holders. Please see the Cinefile Copyright Policy for further information.

7. Disclaimer of Warranties

You agree that your use of the Site and the Service is entirely at your sole risk. The Site and the Services are provided on an "as is" and "as available" basis, without warranties of any kind. Cinefile expressly disclaims any and all representations and warranties, whether express or implied, including implied warranties of title, merchantability, fitness for a particular purpose or non-infringement of proprietary rights to the fullest extent permitted by law. Cinefile makes no warranties or representations about the accuracy or completeness of the site's content or the content of any linked sites and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the site, (iii) any unauthorized access to or use of our 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; (v) any bugs, viruses, trojan horses, or other harmful components which may be transmitted to or through the site by any third party; and/or (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the site. Scheduled and preventive maintenance as well as required and emergency maintenance work may temporarily interrupt access to the Site or the Services. Cinefile cannot guarantee and does not promise any specific results from use of the Site and/or the Services and/or any content on the Site, the Services are accurate, complete, reliable, current or error-free, or that the Site or the Services are free of viruses or other harmful components. Cinefile does not warrant, endorse, guarantee or assume responsibility for any content offered by a third party through the site or any linked site (defined herein) or featured in any banner or other advertising, and Cinefile will not be a party to or in any way be responsible for monitoring any transaction between you and third party providers of content, goods, services or information. Each of its advertisers, licensors, officers, directors, agents, service providers and other contractors disclaim all warranties, express or implied in connection with the Site or the Services. As with the purchase of a good or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Cinefile reserves the right to change its warranty policy set forth herein, at any time, without notice and without liability to you or any other person.

8. Limitation and Exclusion of Our Liability

In no event shall Cinefile, its officers, directors, employees or agents, be liable to any third person for any direct, indirect, incidental, special, punitive or consequential damages, including for any lost profits or lost data arising from your use of the Site or the Service, whether the damages are foreseeable and whether or not Cinefile is aware or has been advised that such damages were likely or possible. Resulting from any aspect of your use of the Site or the Services, whether the damages arise from use or misuse of the Site or the Services, from inability to use the Site or the Service, or the interruption, suspension, modification, alteration, or termination of the site or the service. Such limitation shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the site or the service or any linked site as well as by reason of any information or advice received through or advertised in connection with the site or the service or any linked site. These limitations shall apply to the fullest extent permitted by law. Notwithstanding, anything to the contrary contained herein, Cinefile’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to Cinefile for the Services, but in no case will Cinefile’s liability to you exceed one hundred dollars ($100). You acknowledge that if no fees are paid to Cinefile for the Service, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from Cinefile, regardless of the cause of action. Some jurisdictions do not allow the limitation or exclusion of liability. Accordingly, some of the above limitations may not apply to you and you may have additional rights.

9. Indemnification

You agree to defend, indemnify, and hold Cinefile, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Site or the Services; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that one of your Member Submissions caused damage to a third party, including without limitation claims that your Member Submissions are infringing.

10. Linked Sites

The Site may provide hyperlinks to third party web sites not owned or controlled by Cinefile (the “Linked Sites”). Although we make every effort is made to assure that the Linked Sites meet Cinefile’s standards for content, Cinefile has no control over and assumes no responsibility for the content, privacy policy, practices or availability of the Linked Sites or the products or services offered on or through the Linked Sites. Nor can Cinefile guarantee that Linked Sites will not change without our knowledge. Cinefile is providing these Linked Sites only for information and convenience to Cinefile Members and the inclusion of a Linked Site does not imply endorsement of the Linked Site by Cinefile nor that we are affiliated with the Linked Site. If you decide to use or visit the Linked Site, you will leave the Site, and you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements and understand the terms and conditions and privacy policies of the Linked Sites.

11. International Use and Export Restrictions

This Site is administered by Cinefile from its offices within the United States of America. Cinefile does not make any representation that the Site and/or the Services are available in locations outside the United States of America or that the Site and/or the Services are appropriate or legally available for use at locations outside of the United States of America. Access to the Site and/or the Services from territories where their contents are illegal is prohibited. You may not use the Site or transfer, download or use any information or materials in violation of laws and regulations of the United States of America, including those relating to export controls. If you access the Site and/or Services from a location outside of the United States of America, you are responsible for compliance with all local laws. By your use of the Site and/or the Services, you represent and warrant to Cinefile that you are in compliance with all laws applicable to your use of the Site and/or the Services.

12. Governing Law; Venue and Jurisdiction

By visiting or using the Site and/or the Services, you agree that the laws of the State of Illinois, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Cinefile. You agree that: (i) the Site shall be deemed solely based in Illinois; and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over Cinefile, either specific or general, in jurisdictions other than Illinois. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Illinois, and 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 Illinois.

13. Arbitration

A. You and Cinefile agree that the sole and exclusive forum and remedy for any and all disputes and claims or controversies relating in any way to or arising or of this Agreement shall be final and binding Arbitration conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules") as then in effect (collectively the "Rules"), except that: (i) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the Member conduct rules set forth above or in the Member Guidelines then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (ii) no disputes or claims relating to any transactions you enter into with a third party may be arbitrated. In the event of any conflict between such Rules and the provisions of this Agreement, the provisions of this Agreement shall govern. B. In selecting the eligible arbitrators, the AAA will give due consideration to the subject matter of the dispute. The arbitrator’s sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator shall not change, add to, or subtract from, any of the provisions of this Agreement. The arbitrator shall have the power to compel attendance of witnesses at the hearing. The arbitration hearing shall be conducted in the metropolitan area of Chicago, Illinois. The allocation of costs and fees for such arbitration shall be determined in accordance with such the Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, Cinefile will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration or claim under this Agreement shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current Member or former Member and no class arbitration proceedings shall be permitted. C. You and Cinefile agree that any cause of action arising out of or related to the site or the services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

14. Changes to Agreement

This Agreement is subject to change from time to time. Cinefile will endeavor to post a notice of any changes to this Agreement for a period of thirty (30) calendar days following any such change and such change will be effective upon posting (unless a longer period is required by law). Cinefile Members are advised to review this Agreement occasionally, or at least every thirty (30) calendar days. If any changes to the Agreement are not acceptable to you, your sole remedy is to cease using the Site and the Services, and if applicable, cancel your Member Account. Continued use of the Site and the Services subsequent to Cinefile’s notice of modification of these terms and conditions shall constitute Cinefile’s Member's acceptance of the modified Agreement.

15. Assignment

This Agreement and any rights and licenses granted hereunder, may not be transferred, assigned or sublicensed by you (by operation of law or otherwise) but may be assigned, transferred or sublicensed by Cinefile without restriction and without your consent. Any such transfer, assignment or sublicense by you shall be null and void.

16. General

A. Terms used in this Agreement with the initial letter(s) capitalized will have the meaning attributed to them in this Agreement. B. In the event that any provision in this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. C. The failure of either Cinefile or you to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. D. Nothing contained in this Agreement shall be deemed to create, and the Parties do not intend to create, any relationship of employee, partners or joint ventures as between the parties and neither you nor Cinefile shall act toward third parties, or the public, in a manner which would indicate any such relationship. E. You agree that this Agreement and the rules, restrictions and policies contained herein, and Cinefile’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Cinefile. F. This Agreement together with the rules and policies of Cinefile constitutes the entire agreement between Cinefile and you with respect to the subject matter hereof. G. Any notice or other communication to be given hereunder will be in writing and given (i) by Cinefile via email (in each case to the email address that you provide); (ii) a posting on the Site; or (iii) by you via email to contact at Cinefile.com or to such other addresses as Cinefile may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.