1. Introduction to Fullscreen Direct; Applicability; Eligibility
This Agreement applies to your use of (a) the Fullscreen Direct service, the website www.fullscreendirect.com and such other websites, domains, software, mobile applications and services that the Company owns, operates, or makes available (“FS Direct Product”), and (b) the content, features or other materials (“Content”) appearing on or available through the FS Direct Product.
The FS Direct Product and the User Sites shall be the “Service” in this Agreement.
You must be at least (a) eighteen (18) years or older, or (b) thirteen (13) years or older with verifiable permission from your parent or guardian to use the Service. If you do not meet these eligibility requirements, you are prohibited from using the Service.
2. Acceptance of Terms
Your access to and use of the Service are subject to your acceptance in its entirety, without modification, of this Agreement.If you do not agree to this Agreement in its entirety, you are not authorized to use the Service in any manner or form whatsoever. Your use of a particular portion of the Service may also be subject to your agreement to additional terms as set forth in such section (“Additional Terms”). In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular section of the Service or with any terms included with any product or service purchased through the Service, then the Additional Terms shall control.
For the avoidance of doubt, your use of the Service constitutes your agreement to this Agreement, whether you: (a) access or use the Service without registering as a member; or (b) register as a member of the Service by submitting your email address and creating a password (“Member”), which enables you to utilize additional products and services made available to such Members.
3. License to You
The Company grants you a limited, revocable and non-transferable license to access and make personal use of the Service and to access and interact with the Content solely as permitted by this Agreement.
By using the Service, you expressly agree that you shall respect the intellectual property rights of all third parties, the Company, and any others who may provide materials and/or other Content to the Service.You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Service. Except as permitted by this Agreement, you may not copy, distribute, or otherwise disseminate any Content from the Service unless you are the owner of such Content or have express written permission from the owner of such Content. Except as explicitly described herein, this Agreement does not grant you or any other party any right, title or interest in the Service or the Content.
4. User Site Creator and Administrator Terms
a. As a User Site Creator or Administrator of a User Site, you shall be eligible to gain access to certain features and functionalities of the Service that you can use on your User Site, including without limitation (a) website creation and hosting, (b) digital goods and physical merchandise sales, and (c) fan club membership sales (collectively, “User Site Features”).
b. Your access to the User Site Features may be subject to your payment of fees. You may agree to such fees within your User Site dashboard or in a separate written agreement with us. Unless otherwise agreed to by the parties, your fees will be billed on a monthly basis unless you cancel your account with at least thirty (30) days prior written notice to us. We may change the fees for your account by giving you advance notice. You are responsible for ensuring that your billing and contact information is accurate and up-to-date.
d. If your User Site is created on or after May 23, 2016, you grant Company a limited, non-exclusive, worldwide license to (a) promote your User Site on other User Sites, as well as other User Sites on your User Site, (b) subject to your separate written agreement, sell and provide advertising and custom content (“Advertising”) on and for your User Site, (c) publicly display and/or embed your User Site with other User Sites on Company owned and operated websites and properties (“Company Properties”), (d) provide Advertising on Company Properties that contain your User Site, and (e) bundle fan club memberships available on your User Site with fan club memberships for other User Sites (“Bundles”) and offer such Bundles to users of the Service or Company Properties.
5. Rights You Grant To Us
If you submit or post any materials, your original content, or other communications or interactions (including likes, comments, shares or other actions) (collectively, “Submission”) to the Service or to Company, you grant Company an irrevocable, perpetual, non-exclusive, worldwide license to use your Submission in connection with the operation of the Service or Company Properties, including without limitation, the right to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission, combine with other Submissions, and publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. Company is under no obligation to post or use any Submission that you provide and Company may remove any Submission at any time in its sole discretion.
The foregoing right also allows other users of the Service or Company Properties, as well as the applicable User Site Creator, to access your Submission, and to use, modify, reproduce, distribute, and perform such Submission as permitted under this Agreement.
You acknowledge that any feedback or suggestions you provide to us in connection with the Service may be freely used or incorporated by us without restriction, accreditation, or payment to you.
6. No Unlawful or Prohibited Use
As an express condition of your use of the Service, you agree, represent, and warrant that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement, which includes without limitation the following:
- Using the Service in any manner which could damage, disable, or impair the Service;
- Using automated means including spiders, robots, crawlers, or similar technologies on the Service;
- Framing or utilizing framing techniques to enclose any materials located on the Service without first obtaining express written permission from the Company;
- Obtaining, or attempting to obtain, unauthorized access to the Service or other accounts, networks or sites connected to the Service, as well as any Content, materials or information thereon;
- Decompiling, dissembling, reverse engineering, copying, creating derivative works or displaying any of the Service or any software code related thereto;
- Using any Company logo or other proprietary graphic or trademark as part of the link without first obtaining express written permission from the Company;
- Modifying, copying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, or selling any part of the Service; and
- Using the Service for any illegal purpose or otherwise in a way no permitted under this Agreement.
Company reserves the right, in its sole and exclusive discretion, to immediately suspend or terminate (without refund of any fees) the account(s) of and/or any and all access to the Service for any user of the Service who violates any of the above restrictions.
7. Modification of the Agreement
Company reserves the right to make changes to the Agreement and you are responsible for regularly reviewing this Agreement. Your continued use of the Service constitutes your continued agreement to the updated Agreement. We will provide you advance notice of any material changes to the Agreement and if you do not agree to the changes, you must cancel your account and cease using the Service.
8. Termination of Access
This Agreement shall remain in full force and effect while you use the Service. You may terminate your use of the Service at any time. Company (or the Administrator for a User Site that you use) may terminate or suspend your access to the Service at any time, for any reason, and without warning. Upon termination of your account, your right to use the Service will immediately cease. All provisions of this Agreement that, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
9. Account Security
You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are solely responsible for any and all activities that occur under your account. You agree to immediately notify Company of any unauthorized use of your account or any other breach of security. Company will not be liable for any loss that you may incur as a result of someone else using your account or password, either with or without your knowledge. However, you may be held liable for losses incurred by Company or a third party due to someone else using your account or password. You may not use any account that is registered to another person at any time without the permission of the account holder and Company.
10. Third Party Services
The Service may incorporate or contain links to third party websites or services, including without limitation the User Sites (“Third Party Services”), which are not owned or controlled by Company. When you access Third Party Services, you do so at your own risk. Any use of Third Party Services is governed solely by the terms and conditions of such Third Party Services (and you shall comply with all such terms and conditions), in addition to your obligations under this Agreement. Company has no control over, and assumes no responsibility for: (i) the content, services, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services, or (ii) any contract entered into by you with any such third party. Company may modify or discontinue your use of, or access to, the Third Party Services, or any content or services available thereunder, at any time in its sole absolute discretion with or without notice to you.
Any contact that you have with third parties (including advertisers) or Administrators through the User Sites, including the delivery of and payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings are solely between you and that third party. Company shall not be responsible or liable for any part of any such dealings.
11. Digital Millennium Copyright Act (DMCA) Compliance
If you are a copyright owner and believe that any of the Content appearing on the Service infringes on your copyright, please click the following link for information on how to submit a claim of copyright infringement.
12. Disclaimer of Warranties and Limitation of Liability
COMPANY DOES NOT MAKE ANY REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR ACCURACY OF THE CONTENT, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS CONTAINED WITHIN THE SERVICE FOR ANY PURPOSE. ALL SUCH CONTENT, INFORMATION, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS CONTENT, INFORMATION, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE OR RELATED SERVICES, WITH THE PROVISION OF OR FAILURE TO PROVIDE THE SERVICE OR RELATED SERVICES, OR FOR ANY CONTENT, INFORMATION, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THIS EVENT, COMPANY’S LIABILITY TO YOU WILL NOT EXCEED THE AMOUNT EQUAL TO THE GREATER OF: (A) $100, OR (B) THE AMOUNT PAID BY YOU TO COMPANY TO ACCESS THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF A CLAIM BY YOU AGAINST COMPANY.
You agree to defend, indemnify and hold Company and its respective officers, directors, employees, agents, successors, and assigns harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to, or arising out of, (a) your use of or access to the Service, any Content thereon and/or any other information, software, or products obtained on or through the Service, (b) your violation of this Agreement, or (c) the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
14. Arbitration and Governing Law
Any contractual dispute or claim relating to your use of the Service will be resolved by binding arbitration, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. If you have a claim related to the Service, you must bring such claim to arbitration pursuant to this Section within one (1) year after the date on which the claim arose. Any dispute arising from or relating to the subject matter of this Agreement shall be settled by arbitration in Cook County, Illinois, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of Illinois. We will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement (provided that if a separate written agreement with respect to Company products or services exists between you and Company, the terms and conditions of that written agreement shall take precedence over this Agreement in the event of any conflict). No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.