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Terms of Use

 

NewFilmmakers.com Terms of Use

March 15, 2008

NewFilmmakers.com is an independent filmmakers content submission and fan site that allows individuals to submit their films online for potential viewing by fans and other visitors to the site. The services offered by NewFilmmakers.com (“NewFilmmakers” or “we”) include the NewFilmmakers.com website (collectively, the "NewFilmmakers Website", or "Website") and any other features, content, or applications offered from time to time by NewFilmmakers in connection with the NewFilmmakers Website (collectively, the "NewFilmmakers Services"). This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the NewFilmmakers Services.

1. Your Acceptance

A. By using and/or visiting this Website, including all content and functionality available through the NewFilmmakers.com domain name, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you may browse the Website or register for a “fan” account) or you are a "Member" (which means that you have registered with NewFilmmakers.com to submit your film(s) for potential publishing). The term "User" refers to a Visitor or a Member. You are only authorized to use the NewFilmmakers Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the NewFilmmakers Website and discontinue use of the NewFilmmakers Services immediately. If you wish to become a Member, or even simply browse the Website, you must read this Agreement and indicate your acceptance.

B. This Agreement includes NewFilmmakers’ policy for acceptable use of the NewFilmmakers Services and content posted on the NewFilmmakers Website, your rights, obligations and restrictions regarding your use of the NewFilmmakers Services and NewFilmmakers’ Privacy Policy. In order to participate in certain NewFilmmakers Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the NewFilmmakers Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

C. Although we may attempt to notify you when major changes are made to this Agreement, you should periodically review the most up-to-date version on the Website. NewFilmmakers may, in its sole discretion, modify or revise this Agreement 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.

D. Upon registration to the site, NewFilmmakers Online may contact you regarding information about your account, site features, or other communications. By registering to NewFilmmakers Online or submitting your film to NewFilmmakers, you agree to such communication to you from NewFilmmakers Online. Communication can be suspended at any time by choosing to "Unsubscribe" fro a NewFilmmakers Online newsletter or by e-mailing support@newfilmmakersonline.com with a request to unsubscribe.

2. NewFilmmakers Website

A. This Agreement applies to all Users of the NewFilmmakers Website, including Users who are also contributors of video content, information, and other materials or services on the Website.

B. Film and/or video content that you submit to us for potential distribution via the NewFilmmakers Website is referred to herein as a “User Video” or “User Videos”. Content that you post on the NewFilmmakers Website such as film reviews, blog postings, comments, etc., is referred to herein as a “User Posting” or “User Postings”. User Postings and User Videos are sometimes referred to collectively herein as “User Content”.

C. The NewFilmmakers Website includes all aspects of NewFilmmakers, including but not limited to NewFilmmakers player(s), uploader(s) and/or other related technologies as may be used by NewFilmmakers.com in connection with the NewFilmmakers Services.

D. The NewFilmmakers Website may contain links to third party websites that are not owned or controlled by NewFilmmakers. NewFilmmakers has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, NewFilmmakers will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve NewFilmmakers from any and all liability arising from your use of any third-party website.

E. Accordingly, we encourage you to be aware when you leave the NewFilmmakers Website and to read the terms and conditions and privacy policy of each other website that you visit.

3. NewFilmmakers Accounts

A. If you are interested in making use of the Website other than browsing you will have to create a NewFilmmakers “Fan” account.

B. If you are a filmmaker interested in submitting content to NewFilmmakers.com (i.e., a Member, as opposed to just a Visitor), you will have to create a NewFilmmakers “Insider” account.

C. 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 NewFilmmakers immediately of any breach of security or unauthorized use of your account. Although NewFilmmakers will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of NewFilmmakers or others due to such unauthorized use.

4. General Use of the Website -- Permissions and Restrictions

NewFilmmakers hereby grants you permission to access and use the Website as set forth in this Agreement, provided that:

A. You agree not to distribute in any medium any part of the Website, including but not limited to User Content, without NewFilmmakers' prior written authorization.

B. You agree not to alter or modify any part of the Website, including but not limited to NewFilmmakers's player(s), uploaders(s), or any of its related technologies.

C. You agree not to access User Videos or NewFilmmakers Content (defined below) through any technology or means other than the video playback pages of the Website itself, the NewFilmmakers player(s), or other explicitly authorized means NewFilmmakers may designate.

D. You agree not to use the Website for any commercial use without the prior written authorization of NewFilmmakers. Prohibited commercial uses include any of the following actions taken without NewFilmmakers's express approval:

1. sale of access to the Website or its related services and/or technologies on another website;

2. use of the Website or its related and/or technologies for the primary purpose of gaining advertising or subscription revenue;

3. and any use of the Website or its related services and/or technologies that NewFilmmakers finds, in its sole discretion, has the effect of competing with or displacing the market for NewFilmmakers, NewFilmmakers Content, or User Content.

E. Prohibited commercial uses do not include:

1. submitting a User Video to NewFilmmakers, or maintaining a User Video on the NewFilmmakers Website, to promote your business or artistic enterprise;

2. using the NewFilmmakers player(s) to show User Videos on an ad-enabled blog or website, provided the primary purpose of using the player is not to gain advertising revenue or compete with NewFilmmakers;

3. any use that NewFilmmakers expressly authorizes in writing.

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 NewFilmmakers 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, NewFilmmakers grants the operators of public search engines permission to use spiders to copy materials from the Website 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. NewFilmmakers 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. You agree not to solicit, for commercial purposes, any Users of the Website with respect to their User Content.

G. In your use of the Website, you will otherwise comply with the terms and conditions of this Agreement, the NewFilmmakers Privacy Policy, and all applicable local, national, and international laws and regulations.

H. NewFilmmakers reserves the right to discontinue any aspect of the NewFilmmakers Website at any time.

5. Your Use of New Filmmakers Content on the Website

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the NewFilmmakers Website.

A. The content on the NewFilmmakers Website, except all User Content, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("NewFilmmakers Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to NewFilmmakers, subject to copyright and other intellectual property rights under the law. NewFilmmakers 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. NewFilmmakers reserves all rights not expressly granted in and to the Website and the NewFilmmakers Content.

B. You may access User Videos solely:

1. for your information and personal use;

2. as intended through the normal functionality of the NewFilmmakers Service; and

Accessing User Videos for any purpose or in any manner other than Streaming is expressly prohibited. User Videos are made available "as is."

C. You may access User Videos solely:

1. for your information and personal use;

2. as intended through the normal functionality of the NewFilmmakers service; and

3. as “Rental Downloads” or “Purchase Downloads.” For more information related to Rental and Purchase Downloads see Section 6 (Terms Relating to Fee-Based Services) below.

D. User Content is made available to you for your personal use solely as intended through the normal functionality of the NewFilmmakers Service. User Content is 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 NewFilmmakers Service or otherwise as prohibited under this Agreement.

E. You may access NewFilmmakers Content, User Content and other content only as permitted under this Agreement. NewFilmmakers reserves all rights not expressly granted in and to the NewFilmmakers Content and the NewFilmmakers Service.

F. You agree to not engage in the use, copying, or distribution of any of the New Filmmakers Content and/or User Content other than expressly permitted herein, including any use, copying, or distribution of User Videos of third parties obtained through the Website for any commercial purposes.

G. You agree not to circumvent, disable or otherwise interfere with security-related features of the NewFilmmakers Website or features that prevent or restrict use or copying of any New Filmmakers Content and/or User Content or enforce limitations on use of the NewFilmmakers Website or the New Filmmakers Content and/or User Content therein.

1. You understand that when using the NewFilmmakers Website, you will be exposed to User Content from a variety of sources, and that NewFilmmakers is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is 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 NewFilmmakers with respect thereto, and agree to indemnify and hold NewFilmmakers, 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.

6. Your User Videos and Conduct

As a NewFilmmakers Insider Account holder you may submit User Video(s) to NewFilmmakers for consideration for distribution via the Website, in accordance with the following:

A. NewFilmmakers does not guarantee that all User Videos will ultimately be distributed via the Website. NewFilmmakers reserves the right, in its sole discretion, to elect not to publish on the NewFilmmakers Website any User Video that has been submitted to NewFilmmakers.

B. To submit a User Video for consideration you must follow the instructions provided on the web form for User Video submissions. DVDs will not be returned.

C. You agree that you are the rights holder, or legally acting on behalf of the rights holder of each User Video you submit to the Website. In the event of a rights discrepancy it is NewFilmmakers policy to immediately remove the User Video from the Website. In such a case royalty payments, if any, may also be suspended.

D. You grant NewFilmmakers the non-exclusive right and license to use, reproduce, display, perform and distribute your User Video within the United States, whereby a User can rent or purchase your User Video for a fee and then download and view it on a personal computer or approved portable device. You also hereby grant each User of the NewFilmmakers Website a non-exclusive license to access your User Videos through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under this Agreement. The above licenses granted by you in User Videos terminate within a commercially reasonable time after you/we remove or delete your User Videos from the NewFilmmakers Service. You understand and agree, however, that NewFilmmakers may retain, but not display, distribute, or perform, server copies of User Videos that have been removed or deleted.

E. To the extent that NewFilmmakers selects your User Video(s) to be published to the Website, you agree to the following:

1. Upon notification that your User Video has been selected for distribution, you may, if you still wish to have your User Video published to the Website, elect to purchase one or more of the “Video Packages” described to you in the account creation process, for each film selected for distribution. A “Video Package” is a specified allotted number of end-user downloads of your User Video for a specified price that may be updated by NewFilmmakers from time to time.

2. Once you have purchased a Video Package from New Filmmakers, your User Video will be processed for distribution and we will make best efforts to notify you within seven (7) business days that your User Video may be published to the site..

. 5. Once your video is published to the site, you will:

(a). .Set the price for each individual User-Video from a minimum of zero dollars ($0.00) to a maximum of twenty dollars ($20.00).

(b). Set up a PayPal account (or connect to your existing account) so you may collect revenue, if any, earned by your User Video.

(c). Be entitled to one hundred percent (100%) of the revenues, if any, earned from Users paying to view s your User Video.

(d). Access reporting statistics provided by NewFilmmakers, as related to purchases of your User Videos.

F. You hereby represent and warrant to NewFilmmakers that: (i) you have the legal right to enter into this Agreement and to grant to NewFilmmakers the rights granted herein and the User Video is free and clear of all liens, claims and encumbrances; (ii) the exploitation by any NewFilmmakers entity of the rights granted to NewFilmmakers hereunder shall not infringe any right of any third party; (iii) NewFilmmakers shall not be obligated to obtain any consents from any third party nor to pay any sums to any third party as a result of any NewFilmmakers entity exploiting the rights granted to NewFilmmakers hereunder; (iv) you shall indemnify and defend any NewFilmmakers entity from any cost, action, lawsuit or proceeding arising, directly or indirectly, as a result of your breach of any of the representations or warranties contained herein; (v) there is no claim, action, suit or proceeding relating to the User Video or the underlying material pending or threatened before any court, administrative or governmental body; (vi) you have acquired, and hereby grant to NewFilmmakers, all rights in and to any and all underlying material to the User Video necessary to effectuate the purposes of this Agreement; (vii) the rights granted to NewFilmmakers herein have not been previously granted to or exploited by any person or entity; (viii) you have acquired all music rights and music clearances which are required with respect to the music contained in the User Video and that no supplemental or additional use payments shall be required with respect to the exploitation of the User Video and/or any advertising or promotion thereof which contains the music as embodied in the User Video; and (ix) the User Video does not violate any applicable obscenity laws, rules or regulations and does not violate the Child Pornography Enforcement Act or any other state, federal or international law, regulation or treaty.

7. Your User Postings and Conduct

As a NewFilmmakers Fan and/or Insider Account holder you may post User Postings directly to the NewFilmmakers Website, in accordance with the following:

A. NewFilmmakers does not guarantee any confidentiality with respect to any User Postings.

B. You shall be solely responsible for your own User Postings and the consequences of posting or publishing them. In connection with your User Postings, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize NewFilmmakers to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Postings to enable inclusion and use of the User Postings in the manner contemplated by the Website and this Agreement.

C. For clarity, you retain all of your ownership rights in your User Postings. However, by posting User Postings to the NewFilmmakers Website, you hereby grant NewFilmmakers a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, edit, display, and perform the User Postings in connection with the NewFilmmakers Website and NewFilmmakers' (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the NewFilmmakers Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the NewFilmmakers Website a non-exclusive license to access your User Postings through the Website, and to use, reproduce, distribute, display and perform such User Postings as permitted through the functionality of the Website and under this Agreement. The above licenses granted by you in User Postings terminate within a commercially reasonable time after you/we remove or delete your User Videos from the NewFilmmakers Service. You understand and agree, however, that NewFilmmakers may retain, but not display, distribute, or perform, server copies of User Postings that have been removed or deleted. The above licenses granted by you in User Postings are perpetual and irrevocable.

D. In connection with User Postings, you 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 NewFilmmakers all of the license rights granted herein.

E. NewFilmmakers may delete any Content that in the sole judgment of NewFilmmakers violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. NewFilmmakers assumes no responsibility for monitoring the NewFilmmakers Services for inappropriate User Postings or conduct. If at any time NewFilmmakers chooses, in its sole discretion, to monitor the NewFilmmakers Services, NewFilmmakers.com nonetheless assumes no responsibility for the User Postings, no obligation to modify or remove any inappropriate User Postings, and no responsibility for the conduct of the User posting any such User Postings.

F. In connection with User Postings, you further agree that you will not post material that, in the sole discretion of NewFilmmakers:

1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

2. harasses or advocates harassment of another person;

3. exploits people in a sexual or violent manner;

4. contains nudity, violence, or offensive subject matter or contains a link to an adult website;

5. solicits personal information from anyone under 18;

6. provides any telephone numbers, street addresses, last names, URLs or email addresses;

7. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

8. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

9. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

10. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

11. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

12. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

13. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

14. includes a photograph of another person that you have posted without that person's consent; or

15. for accounts, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile.

The following is a partial list of the kind of activity that is illegal or prohibited on the NewFilmmakers Website and through your use of the NewFilmmakers Services. NewFilmmakers reserves the right to investigate and take appropriate legal action against anyone who, in NewFilmmakers' sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

16. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

17. advertising to, or solicitation of, any Member to buy or sell any products or services through the NewFilmmakers Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the NewFilmmakers Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, NewFilmmakers reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which NewFilmmakers deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the NewFilmmakers Services, you acknowledge that you will have caused substantial harm to NewFilmmakers, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay NewFilmmakers.com $50 for each such unsolicited email or other unsolicited communication you send through the NewFilmmakers Services;

18. covering or obscuring the banner advertisements on your personal profile page, or any NewFilmmakers.com page via HTML/CSS or any other means;

19. any automated use of the system, such as using scripts to add friends or send comments or messages;

20. interfering with, disrupting, or creating an undue burden on the NewFilmmakers Services or the networks or services connected to the NewFilmmakers Services;

21. attempting to impersonate another Member or person;

22. copying the code for your NewFilmmakers player and embedding it into other profiles or asking other Members to embed it into their profiles;

23. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

24. selling or otherwise transferring your profile;

25. using any information obtained from the NewFilmmakers Services in order to harass, abuse, or harm another person;

26. displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the NewFilmmakers Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, or sending private messages with a commercial purpose; or

27. using the NewFilmmakers Services in a manner inconsistent with any and all applicable laws and regulations.

B. NewFilmmakers does not endorse any User Posting or any opinion, recommendation, or advice expressed therein, and NewFilmmakers expressly disclaims any and all liability in connection with User Postings. NewFilmmakers does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and NewFilmmakers will remove all User Content and/or User Postings if properly notified that such User Content and/or User Postings infringes on another's intellectual property rights. NewFilmmakers reserves the right to remove User Content and/or User Postings without prior notice.

8. Terms Relating to Fee-Based Services

Certain User Videos on the Website are available only on a fee basis (that is, you must pay to access the User Videos). The use of User Videos is sometimes referred to herein as the "Fee-Based Services". Any one or more of the following types of Fee-Based Services may be available: (i) User Video rental offerings (also referred to as "rental" or "PPV" offerings) in which you must pay a set price to view that one particular User Video during a specified time period; and (ii) User Video purchase offerings ("Retained Content"), for which you must pay a set price to download one particular User Video and may view said User Video an unlimited number of times during an unlimited time period, all as more fully set forth herein. Depending upon a User's geographic location, equipment that a User is using, and certain other factors, not all Users of the Website will have access to all versions of the Fee-Based Services. Given the foregoing, certain of the terms and conditions contained herein may not be applicable to every User.

A. Terms relating to User Video Rental Offerings.

1. Our pay-per-view (PPV) offerings are available at different price points as set forth on the Website. We reserve the right to change those at any time. At any event, whatever the price, it will always be clearly marked on the launch page for the film and clearly marked when you enter your credit card information.

2. A valid credit card (VISA, MasterCard, Discover, or American Express) is required to pay for the PPV films. The PPV fee will be charged only when you submit the credit card information to us.

3. Currently, each User Video is available to you for either 24 or 48 hours, depending upon the User Video, from the time that you start watching the User Video. We reserve the right to change the time period with respect to future User Videos but will not change the time period with respect to User Videos that you have already paid for. You can watch the User Video whenever you want, as many times as you want during the authorized time period (i.e., 24 or 48 hours). After that time, if you want to watch the User Video, you will have to pay the PPV fee again.

B. Terms Relating to Retained Content.

1. Our Retained Content offerings are available at different price points, as indicated on the Website. We reserve the right to change those at any time. At any event, whatever the price, it will always be clearly marked on the launch page of the User Video and clearly marked when you enter your credit card information.

2. A PayPal account is required to pay for the Retained Content. The fee for the Retained Content will be charged only when you submit the credit card information to us.

3. Once you pay the fee for the applicable piece of Retained Content, you will have the right to download that piece of Retained Content to one or more computers as indicated on the Website. You will also have the right to burn one (1) copy of the content to DVD per purchase. You will have the right to view that piece of Retained Content an unlimited number of times for an unlimited period of time. If the piece of Retained Content that you have purchased does not download and play correctly, please contact Customer Support and we will endeavor to provide you with a working version of that piece of Retained Content or refund your purchase price. Once you have downloaded a working copy of a piece of Retained Content we will not refund your purchase price or provide another copy of said piece of Retained Content in the event that your computer crashes, your hard drive fails, the file becomes corrupt or in the event that said piece of Retained Content does not play, for whatever reason.

C. General Terms Relating to Fee-Based Services.

1. In addition to the charges set forth above, you are responsible for all charges associated with connecting to the Website, including without limitation all telephone access lines (including long-distance charges, when applicable), telephone and computer equipment and any service fees necessary to access the Fee-Based Services.

2. For purposes of identification and billing, you agree to provide NewFilmmakers with accurate, complete, and updated information required by the site subscription registration to the Fee-Based Services ("Registration Data"), including your legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). You may check, following help instructions, to determine whether your Registration Data is current and accurate, and, if not, to correct or update your Registration Data. Failure to comply with this provision (including without limitation falsification of any Registration Data) may, at NewFilmmakers' option, result in immediate suspension or termination of your right to use the Fee-Based Services.

3. You agree to promptly update your Registration Data, following help instructions, in the event of any known or suspected unauthorized use of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. In the event of a breach of security, you will remain liable for any unauthorized use of your subscription until you update your Registration Data. If your credit card expires, is canceled, is lost or is subject to use without your authorization, or if your subscription is subject to use without your authorization, follow subscription help instructions to update your Registration Data.

4. You agree not to assign, transfer or sublicense your rights as a customer of the Fee-Based Services. You agree to be financially responsible for all usage or activity on your Fee-Based Services account.

5. 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 the Website, including without limitation and to the full extent allowed by law, notices of cancellation, policies, contracts, and applications.

6. Use Of Purchased Content. Your exclusive and sole remedy with respect to User Videos for which you have paid but that you are not able to use will be either replacement (for example, make available for re-download) of such Videos, or refund of the purchase price paid for such content, which will be at NewFilmmakers' sole discretion. NewFilmmakers will not replace User Videos or issues refunds if you have not complied with the system requirements and testing obligations set forth herein.

7. Terms Relating to Refunds. If you use our Fee-Based Services and are unable to view your selected User Video(s), please contact Customer Service. We will work with you to try to solve your problem. If we are unable to do so we will refund your purchase.

9. Account Termination Policy

A. NewFilmmakers will terminate a User's access to its Website if, under appropriate circumstances, they are determined to be a repeat infringer.

B. NewFilmmakers reserves the right to decide whether User Content is appropriate and complies with this Agreement for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. NewFilmmakers may remove such User Content and/or terminate a User's access for having material posted/published on the Website in violation of this Agreement at any time, without prior notice and at its sole discretion.

10. Digital Millennium Copyright Act

A. If you are a copyright owner or an agent thereof and believe that any User Posting, User Video 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):

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

2. 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;

3. 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 the service provider to locate the material;

4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

5. A statement that you have 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; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

NewFilmmakers's designated Copyright Agent to receive notifications of claimed infringement is: Barney Oldfield, PO BOX 4956, New York, NY 10185, email: Barney@newfilmmakers.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to NewFilmmakers customer service through the Website. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

A. Counter-Notice. If you believe that your User Video or User Posting 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 Video or User Posting, you may send a counter-notice containing the following information to the Copyright Agent:

1. Your physical or electronic signature;

2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Los Angeles, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, NewFilmmakers may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at NewFilmmakers's sole discretion.

11. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE NEWFILMMAKERS WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, NEWFILMMAKERS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. NEWFILMMAKERS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS WEBSITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE 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 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 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 NEWFILMMAKERS WEBSITE. NEWFILMMAKERS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE NEWFILMMAKERS WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEWFILMMAKERS 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 NEWFILMMAKERS, 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 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 OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE NEWFILMMAKERS 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 NEWFILMMAKERS 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 NewFilmmakers from its facilities in the United States of America. NewFilmmakers makes no representations that the NewFilmmakers Website is appropriate or available for use in other locations. Those who access or use the NewFilmmakers 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 NewFilmmakers, 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 NewFilmmakers Website; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the NewFilmmakers 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 this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of 13, as the NewFilmmakers Website is not intended for children under 13. If you are under 13 years of age, then please do not use the NewFilmmakers Website. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

15. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by NewFilmmakers without restriction.

16. General

You agree that: (i) the NewFilmmakers Website shall be deemed solely based in California; and (ii) the NewFilmmakers Website shall be deemed a passive website that does not give rise to personal jurisdiction over NewFilmmakers, either specific or general, in jurisdictions other than California. This Agreement 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 NewFilmmakers that arises in whole or in part from the NewFilmmakers Website shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California. This Agreement, together with the NewFilmmakers Privacy Policy and any other legal notices published by NewFilmmakers on the Website, shall constitute the entire agreement between you and NewFilmmakers concerning the NewFilmmakers Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and NewFilmmakers's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. NewFilmmakers reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of the NewFilmmakers Website following any amendment of this Agreement will signify your assent to and acceptance of its revised terms. YOU AND NEWFILMMAKERS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE NEWFILMMAKERS WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.