END USER LICENSE AGREEMENT: READ CAREFULLY. THIS SOFTWARE END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU (“YOU” AND “YOUR”) AND PETER RODGERS ORGANIZATION, LTD.. (“PRO ” “WE,” “US,” OR “OUR”). BY CLICKING THE “ACCEPT” BUTTON OR BY INSTALLING, COPYING OR USING THE PRO WEB SITE, OR ANY WEB SITE OWNED OR CONTROLLED PRO, OR BY AFFILIATES., YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.END USER LICENSE AGREEMENT: READ CAREFULLY. THIS PRO SOFTWARE END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU (“YOU” AND “YOUR”) AND PETER RODGERS ORGANIZATION, LTD. (“PRO ” “WE,” “US,” OR “OUR”). BY CLICKING THE “ACCEPT” BUTTON OR BY INSTALLING, COPYING OR USING THE PRO WEB SITE, OR ANY WEB SITE OWNED OR CONTROLLED PRO, OR BY ITS AFFILIATES, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. THIS AGREEMENT SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF ANY VERSION OF THE DOWNLOADABLE PRO SOFTWARE (THE “SOFTWARE”) AND ANY INFORMATION OR DATA OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY ARTWORK, TEXT, VIDEO, AUDIO, OR PICTURES SERVED THROUGH THE SOFTWARE OR RECEIVED FROM OR ON ANY WEB SITE OWNED OR CONTROLLED BY PRO (COLLECTIVELY THE “CONTENT”) (THE SOFTWARE AND THE CONTENT ARE TOGETHER REFERRED TO AS THE “WEB SITE”; THE “SOFTWARE” INCLUDES BETA AND PRE-RELEASE VERSIONS). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE WEB SITE AND YOU MUST STOP THE REGISTRATION PROCESS AND PROMPTLY CEASE USING AND DESTROY ANY COPIES OF THE SOFTWARE IN YOUR POSSESSION. FAILURE TO ABIDE BY THE TERMS OF THIS AGREEMENT MAY RESULT IN TERMINATION OF YOUR ACCESS TO THE WEB SITE, THE RELATED FLIXFLING SERVICE, AND/OR ANY PART THEREOF. THE PRO TERMS AND CONDITIONS ARE HEREBY INCORPORATED BY REFERENCE HERETO AND MADE A PART OF THIS AGREEMENT.
1. DESCRIPTION OF WEB SITE: By downloading the Software, registering to use the web site or otherwise accessing the web site, you may be eligible use any of our transactional and/or free services (the Services) which may include: (i) a free service which gives you unlimited access to streams and conditional downloads of our library of Program files (subject to license restrictions and digital rights management restrictions applicable to such downloads) and lets you purchase Programs for an additional charge, (ii) a portable movie subscription service that allows you to transfer a subset of our movie library to portable devices for personal use; (iii) non-premium services, and a service that offers access to thirty-second streaming clips with an option to purchase downloads. Depending on the version, the Software may also enable you to access our online Program store, which lets you download Programs for an additional charge without subscribing to a premium subscription service, In addition, through the web site, you will have access to our television series ,movie, cast and synopsis information, Program recommendations, biographies.
Our Service(s) allow you to watch certain Programs through the use of the web site. The availability of Programs to watch will change from time to time, and the quality and display of the movies may vary from computer to computer, and device to device, and may be affected by a variety of factors, such as your location, the bandwidth available through and/or the speed of your Internet connection. The availability and appearance of the website on certain devices may change from time to time.
2. GRANT OF LICENSE: PRO hereby grants to you a limited, non-exclusive license to use the website solely for personal, non-commercial use and subject to the following terms: You may not: (i) frame or link to the website except as expressly permitted in writing by PRO; (ii) permit other individuals to use the web site; (iii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law), tamper with, or create derivative works based upon the web site, including the Content, or any portion thereof (including without limitation any watermarks, security components and digital rights management); (iv) copy the web site or any portion thereof; (v) sell, rent, lease, transfer, distribute, broadcast, display or otherwise assign any rights to the web site to any third party; (vi) remove any proprietary notices or labels on the web site; (vii) use the web site in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction; (viii) use the web site for any commercial or illegal purpose; (ix) use the web site for other than your personal, non-commercial purposes, including without limitation the excessive and/or repeated playing of content (for the apparent purpose increasing royalties paid or ratings as applied to such content); (x) use the web site to invade the privacy of, or obtain personal information about, any web site account holder or user, or to obtain a list of web site account holders or users; (xi) copy, modify, erase or damage any information contained on computer servers used or controlled by PRO or any third party used in connection with the web site or the services provided through the web site; (xii) use the web site to violate any legal right of any third party, including any publicity or privacy right, copyright or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable; or use any data mining, robots, or similar data gathering and or extraction tools in connection with the web site; (xiii) use the web site to post or transmit any unsolicited advertising or promotional materials; (xiv) access or use any password protected, secure or non-public areas of the web site except as specifically authorized in writing by PRO (unauthorized individuals attempting to access these areas of the web site may be subject to prosecution); (xv) impersonate or misrepresent your affiliation with any person or entity; (xvi) use any automated means to access or use the Application (including scripts, “bots” or similar software); or (xvii) modify, translate, reverse engineer, decompile, reproduce, disassemble, or otherwise gain access to or attempt to gain access to any private key or “dev key” (as that term is generally understood within the software industry) associated with the web site, the Content or the Services, or to use or attempt to use any private key or “dev key” in a manner in violation of this Agreement or the applicable PRO Service Terms and Conditions.
PRO utilizes monitoring procedures designed to prevent individuals from unfairly influencing charts or PRO’s accounting of plays through the web site and related PRO services. PRO reserves the right to remove any identified “gaming” plays on the web site or related Services both for royalty accounting and charting purposes.
Violation of any of the foregoing restrictions may result in the termination of your account. PRO reserves any and all rights or remedies that may be available in the event of your breach of this Agreement. In the event that you breach this Agreement, and you are (or are acting for the benefit of) a provider of content that appears within the web site, such breach may also result in the removal of such content from the web site and the withholding of royalties related to such content.
3. UPGRADES: You acknowledge that PRO may issue upgraded or modified versions of the web site from time to time, and may automatically electronically upgrade or modify the version of the web site that you are using on your computer or mobile device. You consent to such automatic upgrading or modification, and agree that this Agreement (as amended from time to time) will govern all such versions. The web site will operate only on those hardware and software platforms specified in the web site documentation. It is your responsibility to ensure that you have the appropriate software, hardware and Internet connection to operate the then-current version of the web site. PRO reserves the right to cease supporting any hardware or software platform at any time, with or without notice. PRO may modify the web site at any time without notice and may discontinue any PRO web site at any time without notice.
4. TITLE TO DOWNLOADABLE SOFTWARE: PRO retains all title, ownership rights, and intellectual property rights in and to the web site (Including the Software) and any associated services. Except as expressly stated in this Agreement, PRO does not grant any express or implied right or license to you under any patent, copyright, trademark, or trade secret rights of PRO.
5. TITLE TO CONTENT SERVED THROUGH THE WEB SITE: The Content served by PRO or third parties directly through the web site is the property of PRO, its licensors, its partners, and/or its advertisers. Title, ownership rights and intellectual property rights in and to such Content is the property of either PRO or third-party content owners and copyright holders and is protected by applicable copyright and other law. Other than as expressly provided herein, this Agreement gives you no express or implied license to the Content, including without limitation, any right to use, sell, rent, copy, distribute, broadcast, modify, perform or publicly display any Content. PRO complies with copyright law and expects its users to do the same. You may not use the web site to help you infringe the copyrights of any third party. Unauthorized use, copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders’ rights and a violation of the law. You agree that you shall only use the web site in a manner that does not violate any third-party rights and that complies with all applicable laws in the jurisdiction in which you use the web site, including, but not limited to, applicable restrictions concerning copyrights and other intellectual property rights.
6. LINKED ENTITIES: The web site contains links through advertising and otherwise, to various third party web sites and other resources (“Linked Entities”). These Linked Entities (other than web properties owned or operated by PRO are not under the control of PRO and PRO is not responsible or liable for the content, communications or materials of any Linked Entities. PRO is providing these inks to you as a convenience only. The inclusion of any link does not imply endorsement by PRO of the Linked Entity or any association with its operators. You are responsible for adhering to the applicable terms of service for any Linked Entity. You are solely responsible and liable for any interactions you may have with such entities, their sponsors and other third parties.
7. COPYRIGHT AGENT: The movie industry depends upon copyright law to enable filmmakers, actors, publishers and studios to get fairly compensated for their works. Unauthorized copying or distribution of copyrighted music is an infringement of the copyright holder’s rights. At our discretion and in appropriate circumstances, PRO may revoke the license of users who infringe upon the copyright, or other intellectual property rights, of others. If you are a filmmaker or other copyright holder who believes that we or one or more of the Services is hosting or linking directly to infringing copies of your work, please let us know. Pursuant to 17 United States Code 512(c)(2), our designated agent for notice of alleged copyright infringement on the Application is:
Peter Rodgers Organization, Ltd.
P.O. Box 2110
Hollywood, CA 90078
Copyright Agent Contact Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement related to the Application must be a written communication addressed to the designated agent as set forth above, and must include substantially all of the following:
- A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of an exclusive right that is allegedly infringed;
- Specific identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a list of each copyrighted work claimed to have been infringed;
- Information related to the work(s) reasonably sufficient for PRO to promptly locate the work (e.g. title of work, location within the web site, etc.);
- Information reasonably sufficient to permit PRO to directly contact the complaining party, such as a complete name and address, telephone number, and an email address;
- A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement requesting that PRO take a specific act with respect to the alleged infringement (e.g., removal, access restricted or disabled); and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
8. REGISTRATION: You agree to provide true, accurate, current and complete information about yourself as prompted by the registration process (such information being the “Account Information”). You agree to update your Account Information in order to keep such information current. During the registration process to use the web site, you will create a password and a user name. Once you have completed the registration process, we will set up an account for you. You are solely and entirely responsible for maintaining the confidentiality of your password and user name. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account.
9. BETA RELEASE OR PRE-RELEASE VERSIONS: In the event that the Software is a beta release or pre-release version, the terms of this Section shall apply. Your license to use the Software expires 120 days after installation (or such other period as indicated by the Software) and the Software may cease to function. The Software you are receiving may contain more or less features than the commercial release of the Software we intend to distribute. While we intend to distribute a commercial release of the Software, we reserve the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the beta release or pre-release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.
10. DISCLAIMER OF WARRANTY: THE WEB SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE APPLICATION OR ITS OPERATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRO, ITS PARENT COMPANY OR COMPANIES, ITS LICENSORS, AND ITS DISTRIBUTION AND SYNDICATION PARTNERS (THE “PRO ENTITIES”) DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. USE OF THE WEB SITE IS AT YOUR OWN RISK. THE PRO ENTITIES MAKE NO WARRANTY THAT THE WEB SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF VIRUSES, OR ERROR FREE; NOR DO THE PRO ENTITES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE WEB SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE WEB SITE. THE RN ENTITIES MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE WEB SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE WEB SITE.
11. LIMITATION OF LIABILITY: THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE WEB SITE REMAINS WITH YOU. IN NO EVENT SHALL THE PRO ENTITIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE APPLICATION OR ANY PART THEREOF, EVEN IF FLIXFLING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE PRO ENTITIES BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE WEB SITE OR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES. THE OWNERS AND LICENSORS OF THE CONTENT ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT, AND SHALL HAVE THE RIGHT TO ENFORCE THIS AGREEMENT AGAINST YOU.
12. USER SUPPLIED MATERIALS: All information, advice, files, links, communications or other materials posted by you to or through the web site (“User-Supplied Materials”) shall be your responsibility. You agree not to post or transmit any User-Supplied Materials that infringe a third party’s rights, including without limitation any privacy, publicity or intellectual property rights, or that are unlawful, untrue harassing, libelous, defamatory, abusive, tortious, threatening, harmful (including but not limited to viruses, worms or similar software) or that is otherwise objectionable. You grant, or warrant that the owner of such User-Supplied Materials has expressly granted PRO, the royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right and license to use, reproduce, display, modify, transmit, distribute, perform, display and delete such User-Supplied Materials (in whole or in part) worldwide and or/ to incorporate such User-Supplied Materials in other works in any form, media or technology now known or later developed. User-Supplied materials are public and not private communications.
13. USER-SUPPLIED MATERIALS AND MONITORING: PRO shall have the right, but not the responsibility, to monitor and/or remove User-Supplied Materials deemed harmful or offensive in PRO ‘s sole discretion, or that otherwise violate this Agreement or any rules PRO may institute from time to time. PRO shall have no liability for the failure to receive or for the removal of any User-Supplied Materials. Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties, are those of the respective author(s) or distributor(s) and not of PRO. PRO neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on or in connection with the Application by anyone other than authorized PRO employees acting in their official capacities.
14. INDEMNITY: You agree to indemnify and hold PRO and its parents, members, subsidiaries, affiliates, service providers, syndicators, distributors, licensors, officers, directors and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to, or arising out of or related to your violation of this Agreement, or your violation of any law, regulation or third-party right.
15. TERMINATION: a. This Agreement (and your license) shall terminate automatically and immediately if you fail to comply with any of the limitations described in this Agreement. No notice shall be required from PRO to effectuate such termination. b. In addition, PRO reserves the right to terminate this Agreement and discontinue your access to the web site at any time for any reason, and with or without notice. c. Upon termination of this Agreement for any reason you must immediately destroy all copies of the web site in your possession.
16. CUSTOMER SERVICE: If you have any questions or concerns about your account, you may contact Customer Service. You understand and agree that PRO is solely responsible for all customer service, help, and account issues related to the web site. Neither your ISP nor any third-party website through which you may have accessed the web site is responsible for customer service, help, or account-related issues. You agree not to direct any questions, requests for assistance, or inquiries about the web site to your ISP or to any third party website through which you may have accessed the web site.
17. MODIFICATION: PRO may modify this Agreement at any time in its sole discretion. A change of terms notice will be posted at the top of this Agreement. In the event of a material change to this Agreement we will use reasonable efforts to notify you by sending notice to the email address that you have provided to us. If any modification is unacceptable to you, you agree that your only recourse is to immediately terminate your use of the web site and destroy any copies of the Software in your possession. Your continued use of the web site following our posting of a change of terms notice or a new End User License Agreement on the web site will constitute your binding acceptance of the change. YOUR ACCEPTANCE OF THIS AGREEMENT INDICATES THAT YOU GIVE CONSENT TO PRO TO E-MAIL YOU WITH NOTICES CONCERNING MATERIAL CHANGES IN THE TERMS OF THIS AGREEMENT, THE WEB SITE OR THE SERVICES TO WHICH YOU HAVE SUBSCRIBED.
18. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS: The web site is provided with restricted rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. The owner of web site is Peter Rodgers Organization, Ltd., P.O. Box 2110, Hollywood, CA 90028. You acknowledge that none of the web site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Serbia (except Kosovo), Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Parties List or Entity List. By using the web site you are agreeing to the foregoing and are representing and warranting that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
19. ARBITRATION, JURISDICTION & GOVERNING LAW: You and PRO agree that the exclusive remedy for all disputes and claims relating in any way to, or arising out of, this End User License Agreement, the web site, or your use of the web site (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or PRO toward the other, shall be determined exclusively by final and binding arbitration. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a panel of three arbitrators and conducted in the State of California. You and PRO also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. You and PRO may litigate in court only to compel arbitration under this End User License Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this End User License Agreement in any manner which violates or may violate PRO’s or any of its licensor’s intellectual property rights, or may cause continuing or irreparable harm to PRO (including, but not limited to, any breach that may impact PRO ‘s or it’s licensor’s intellectual property rights, or a breach by reverse engineering), PRO may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. You and PRO must commence an arbitration by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. (If applicable law prohibits a one year limitations period for asserting claims, the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law.) To the fullest extent permitted by applicable law: no arbitration under this End User License Agreement shall be joined to an arbitration involving any other current or former licensee of PRO, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and PRO); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and PRO).
This End User License Agreement shall be governed by the laws of the State of California and the Federal Arbitration Act, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of California. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
20. GENERAL: No delay or failure to take action under this Agreement shall constitute any waiver by PRO of any provision of this Agreement. This Agreement (including all documents expressly incorporated by reference) constitutes the complete and exclusive agreement between PRO and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. This Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void.