1. THIS AGREEMENT
THIS IS AN AGREEMENT BETWEEN YOU AND FIFTH COLUMN FEATURES, LLC. BY USING THE FCF WEBSITE AND PROCEEDING TO DOWNLOAD FCF’S DIGITAL CONTENT YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. SUCH ELECTRONIC AFFIRMATION CONSTITUTES YOUR INTENT TO BE BOUND BY THIS AGREEMENT AND THIS APPLIES TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES AND CONTRACTS.
2. DIGITAL CONTENT USAGE RULES
(a) The Digital Download Service. The FCF Digital Download Service provides a digital content you have purchased on the FCF website (“Digital Content”). The Digital Content is provided to you under a license and under other terms and conditions as set forth in this Agreement. The Digital Download Service is only available for individuals aged 13 years or older. By accepting this Agreement, you acknowledge and represent to FCF that you are 13 years of age or older. If your age is between 13 and 18, you are strongly encouraged to review this Agreement with your parent or legal guardian.
(b) General Usage Restrictions. You may not transfer, copy or display the Digital Content, except as permitted in this Agreement. In addition, you may not: i) sell, rent, lease, distribute, broadcast, sublicense or otherwise assign any right in the Digital Content to any third party; ii) remove any technological restrictions on the Digital Content; iii) attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management system used as part of the Digital Content; or, iv) use the Service or Digital Content for any commercial or illegal purpose.
(c) Limited License. Subject to your payment of all applicable fees (including applicable taxes) to purchase or otherwise obtain access to the Digital Content, and to your compliance with all terms in this Agreement, FCF hereby grants you a non-exclusive, non-transferable, non-sub-licensable license, to access, view, use and display the Digital Content in accordance with this Agreement, for Non-Commercial Private Use (“Limited License”). In particular, under the Limited License you may not:
(i) Transfer, copy or display the Digital Content except as permitted in this Agreement;
(ii) Sell, rent, lease, distribute, broadcast, sub-license or otherwise assign any right to the Digital Content to any third party;
(iii) Remove any proprietary notices, labels, or other digital controls from the Digital Content;
(iv) Disable or attempt to disable, bypass, modify, defeat, or otherwise circumvent any of the digital right management or other security-related tools incorporated into the Digital Content; and
(v) Use the Service or Digital Content for any commercial or illegal purpose.
(d) Reservation of Rights. Except for the rights explicitly granted to you in this Agreement, all rights, title and interest in the Digital Content are reserved and retained by FCF and its owners, officers, employees, contractors, agents, representatives, subsidiaries, licensors and assigns (herein referred to collectively as “FCF Affiliates”) and no term in this Agreement is meant to transfer or assign to you any right, title or interest in the Digital Content.
(e) Prohibited Use. As used herein, “Non-Commercial Private Use” means displaying of the Digital Content for which no fee or consideration of any kind (other than fees paid to FCF to download the Digital Content) is paid or received, which takes place in a private venue and for purposes other than commercial purposes and the audience is limited to a private viewing for you and your invitees. Non-Commercial Private Use specifically excludes any performance of the Digital Content to the general public and any performance of the Digital Content by a place of public accommodation or other commercial establishment (e.g., a bar or restaurant), even if no fee is charged for viewing the Digital Content.
(f) Website/Digital Content/Digital Download Service Availability. Limitation of Liability. When you purchase Digital Content from FCF, it will be made available to you for download. You may download it on a compatible device of your choosing, subject however, to the display and licensing terms provided in this Agreement. After downloading purchased Digital Content, you retain the ability to play back that video indefinitely. Further, FCF reserves the right to suspend, discontinue or modify the Digital Download Service, at any time and without notice to you, and FCF will not be liable to you should it exercise such rights, even if your use of Digital Content is impacted by this.
THE FCF WEBSITE IS PROVIDED ON “AS IS” BASIS AND NEITHER FCF NOR FCF’S AFFILIATES MAKE REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY OF THE FCF WEBSITE, THE DIGITAL CONTENT, OR THE DIGITAL DOWNLOAD SERVICE OR THAT ANY OF THEM IS FREE OF VIRUSES OR ANY OTHER HARMFUL CONTENT. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY ISSUE YOU MAY ENCOUNTER AS A RESULT OF USING THE FCF WEBSITE OR ITS CONTENT IS TO DISCONTINUE YOUR USE OF THE SITE OR ITS CONTENT.
(g) Explicit Content. By accepting the terms of this Agreement, you acknowledge that you may deem some of the Digital Content offensive, indecent or objectionable, and due to the subjective nature of classifying the Digital Content as such, it may or may not be identified or labeled as having explicit language or other similar features. As a result, your use and display of the Digital Content is at your sole risk, and neither FCF nor FCF’s Affiliates shall be liable to you for content that you may find to be offensive, indecent or objectionable. Content synopses and descriptions (including genres, sub-genres, and categories and sub-categories, etc.) are provided for your convenience, and you acknowledge and agree that FCF does not guarantee their comprehensiveness and accuracy.
3. INTELLECTUAL PROPERTY
You agree that the FCF Digital Content as well any names, text, graphics, logos, icons, slogans, user interface, audio and video clips, editorial content, and the scripts and software used on the FCF websites and the manner in which they are collected, assembled or arranged (the “Proprietary Content”), are the sole and exclusive property of FCF and/or of FCF’s Affiliates, and is protected by applicable domestic or international intellectual property laws, including but not limited to copyright, trademark, privacy, publicity, promotion laws, etc. No portion of the Proprietary Content may be used, reproduced, modified, rented, leased, loaned, sold, distributed, nor may derivative works be created based on the Proprietary Content.
FCF values and protects its own and its affiliates’ intellectual property rights and reserves the right, in its discretion, to remove any material that infringes or appears to infringe on any Proprietary Content. A user’s access to or use of the FCF website may be terminated if FCF, subjectively or objectively believes that the user has infringed any intellectual property rights, whether they are based on local, state, federal, or international law.
To alert FCF of any users or activity on the FCF website which you have a reason to believe infringes on intellectual property rights related to the Proprietary Content, please contact FCF immediately here and include the following information: (a) link to the allegedly infringing or infringed work; (b) narrative identification of the specific content or material or section of it that is claimed to be infringing; (c) your contact information; and (d) narrative statement describing the basis of your belief that the use of the allegedly infringing material violates any rights.
By accepting this Agreement you acknowledge that any information you submit to FCF may be used in any manner FCF deems appropriate and that FCF does not owe any duty of confidentiality to you or any third-party regarding such information. You further acknowledge and agree that no information you provide to FCF for any reason: (a) is false, misleading or fraudulent; (b) infringes on any copyright, patent, trademark, trade secret, privacy or publicity rights or violates any other laws; (c) is defamatory, libelous, unlawfully threatening or unlawfully harassing; (d) may be deemed obscene or contain a sexually explicit image; (e) contains any viruses, bots, worms, or other computer harmful computer scripts.
4. DIGITAL CONTENT RISK OF LOSS
You are encouraged to download any purchased Digital Content as soon as the purchase is processed. If you experience any issues related to the download, which may be resolved by FCF, please contact us immediately. Once the purchased Digital Content becomes available to you, it is your responsibility to complete the download and safely store the Digital Content locally on your personal storage device. Because the Digital Content is provided “as is,” FCF reserves the right to refuse to provide support services for it.
5. THIRD-PARTY CONTENT AND MATERIALS. INDEMNIFICATION
Certain content, information, products, or services of third parties or links to them (“Third-Party Materials”) may be available via the FCF website, which originate from or are hosted by third parties unrelated to FCF. Such Third-Party Materials are provided for your information and convenience and you agree that neither FCF nor FCF’s Affiliates are responsible for examining or evaluating such content and do not make any warranties or representations related to such content and do not have any liability or responsibility for such content. Further, by accepting this Agreement, you agree that you will not use any Third-Party Materials in a manner that would infringe or violate any rights and that neither FCF nor FCF’s Affiliates are in any way liable or responsible if you do. Should you be accused of or found liable for infringing any legal rights related to Third-Party Materials, you hereby agree to indemnify and hold FCF and all FCF Affiliates harmless of any damages arising out of such infringement.
If you violate any of the terms or conditions of this Agreement, your rights under this Agreement may automatically terminate without notice from FCF, and FCF may, in its discretion, immediately revoke your access to the Digital Content Service without notice to you and without refund of any fees. In such event, you must delete all copies of Digital Content that you have downloaded, and FCF shall have the right, without notice to you, to automatically discontinue your access to the Digital Content. Because the Digital Content is provided “as is,” FCF reserves the right to refuse to provide support services for it.
7. INFORMATION COLLECTION
8. GLOBAL COVERAGE
The Digital Download Service is meant to be available to customers from anywhere in the world. There may be some technical or political restrictions preventing FCF from providing you with the Digital Download Service. Please contact us with any requests or concerns regarding availability of the Digital Download Service in your area or country.
9. NO REFUNDS AND NO WARRANTIES
All purchases and rentals of Digital Content are final. We do not grant refunds or accept returns of Digital Content.
NEITHER FCF NOR FCF’S AFFILIATES MAKE WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE DIGITAL CONTENT, THE DOWNLOAD SERVICE OR ANY OTHER CONTENT ON THE FCF WEBSITE. CERTAIN STATE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. DEPENDING ON THE LAWS APPLICABLE TO YOU, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY.
10. ADDITIONAL TERMS
(a) Amendments. FCF reserves the right to make changes to this Agreement at any time. Your continued use of the Digital Download Service following any such changes will constitute your acceptance of such changes.
(f) Mandatory ADR. Forum Selection. Choice of Law. Any disputes arising out of this Agreement, shall be subject to mandatory binding mediation to the exclusion of any other conflict resolution forum. If for any reason, the parties to this Agreement are absolutely unable to resolve the dispute through mediation, the dispute may be submitted to binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. You voluntarily consent to the personal jurisdiction of the State of New York and agree that the exclusive venue for resolving any disputes under this agreement shall be the State of New York. Any such disputes shall be resolved under the laws of the State of New York.
(g) Liquidated Damages. In no event shall FCF’s or FCF’s Affiliates’ total liability to you for all damages (other than as otherwise may be required by applicable law) arising out of or related to your use of the FCF website, Digital Content or Digital Download Service, exceed the amount of a hundred and fifty dollars ($150.00). Further, in no event shall FCF’s or FCF’s Affiliates’ total liability to you for all damages arising from your use of the Digital Download Service, the Digital Content, or the Proprietary Content, exceed the amount you paid to FCF to purchase, rent, or view the Digital Content related to your claim for damages. These limitations apply even if these remedies fail of their essential purpose.