|Terms of Service|
|Sunday, 09 March 2008 18:23|
The following document applies only to individuals or companies who hire Shattered Pictures, Eric Matthew Wilkinson, or Enchanting Memories Video.
1. Your Acceptance
2. Client Projects
Shattered Pictures makes media content for members of the public as well as for corporate clients. These media content productions are known as Client Projects. Client Projects are any work done by Shattered Pictures, parent, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors for anyone outside of this group either for compensation or pro bono.
IMPORTANT: IF YOU ARE UNDER THE AGE OF 18, SHATTERED PICTURES WILL NOT CONSIDER YOUR CLIENT PROJECT WITHOUT YOUR PARENT OR GUARDIAN'S CERTIFICATION THAT THEY HAVE APPROVED OF THE ACTIVITIES INVOLVED WITH YOUR CLIENT PROJECT BEFORE YOU BEGAN PRODUCING IT.
3. License Grants
By using the services of Shattered Pictures or the services of any representative thereof or by viewing or interacting with your project on this website ("Client Projects"), you expressly grant Shattered Pictures a royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, perform, display, and make derivative works of such Client Project and your name, voice, and/or likeness as contained in your Client Project, in whole or in part, and in any form, media or technology, whether now known or hereafter developed including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. Any such Client Projects are deemed non-confidential and Shattered Pictures shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any Client Project.
Shattered Pictures shall retain all rights associated with all footage, projects, music, video edits, translations, displays, animations, designs, websites, and publications created by Shattered Pictures either in whole or in part. Clients of Shattered Pictures are not authorized to display projects in any medium other than the medium in which the project was delivered and unauthorized reproduction or duplication of materials delivered by or created by Shattered Pictures is strictly prohibited. Re-editing, reproducing, copying, broadcasting, transmitting, or otherwise using the material provided by and delivered by Shattered Pictures is strictly prohibited unless otherwise specified in an additional License Agreement.
Subject to the terms and conditions of this Agreement and provided you have paid all amounts owed to Shattered Pictures, you are hereby granted a non-exclusive, limited, personal license to use the Website and Client Project solely for your personal, noncommercial use on your own behalf. Shattered Pictures may terminate this license at any time for any reason or no reason, subject to no refund of any amount you have paid to Shattered Pictures for work that has already been completed and delivered.
4. Shattered Pictures Proprietary Rights
The contents of the Client Project and Website, along with any associated software, footage, photographs, and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Shattered Pictures and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, broadcast, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content created by Shattered Pictures or accessible on the Website. Use of the content or materials created by Shattered Pictures or on the Website for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other Jurisdiction, relating to the Client Project and Website, or any contents or materials related thereto.
5. Copyrights, Trademarks and Service Marks of Third Parties
The Client Project and Website and all materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "Content") are or may be protected under United States and worldwide copyrights or other Intellectual Property Rights which are owned or licensed, in whole or in part, by us. Content may not be manipulated, edited, reproduced, performed, republished, posted, transmitted, sold, transferred or otherwise distributed or exploited in any manner whatsoever from the Website without our prior written consent, which may be withheld in our sole discretion. Any manipulation of the Website or any portion thereof, or use of any of the Content for any other purpose constitutes an infringement of our Intellectual Property Rights, or of the Intellectual Property Rights of the respective owners of such Content. Any use of any portion of this Website on any other web site or other networked computer environment is prohibited without our prior written consent, which may be withheld in our sole discretion. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein.
Shattered Pictures has in place certain legally mandated procedures regarding allegations of copyright infringement occurring in the Client Project and on the Website. Shattered Pictures has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of Shattered Pictures or of a third party, or that has otherwise violated any intellectual property laws or regulations, or any of the terms and conditions of this Agreement. Shattered Pictures' policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Shattered Pictures to delete, edit, or disable the material in question, you must provide Shattered Pictures with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled; (d) information reasonably sufficient to permit Shattered Pictures to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) 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 (f) 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. For this notification to be effective, you must provide it to Shattered Pictures' designated agent at:
Shattered Pictures.com 2106 Portis Ave., St. Louis, MO 63110 info@Shattered Pictures.com
6. Representations and Warranties
You shall be solely responsible for your own Client Projects and the consequences of posting or publishing them. In connection with Client Projects, you affirm, represent and warrant the following:
You are over the age of 18 and have the right and authority to enter into this Agreement, and are fully able and competent to satisfy the terms, conditions and obligations therein.
You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights ("Intellectual Property Rights"), or the necessary licenses thereto, to grant the license in Section 3.
You have the written consent of each and every identifiable natural person in the Client Project to use such persons name or likeness in the manner contemplated by the Client Project and the Website and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
You have read, understood, agree with, and will abide by the terms of this agreement.
You are not, and have not been an agent of Shattered Pictures and were not and are not acting on behalf of, or as a representative of, Shattered Pictures or any other party in connection with the Client Project.
The Client Project and Shattered Pictures use thereof as contemplated by this Agreement and the Shattered Pictures website will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
You are not, nor is any other person who appears in your Client Project, a current member of the Screen Actors Guild (SAG) or of the American Federation of Television and Radio Actors (AFTRA).
You have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your Client Project: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability.
The Client Project does not contain: (i) material falsehoods or misrepresentations that could harm Shattered Pictures or any third party; (iii) content that is unlawful, obscene, defamatory, libelous, threatening, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (iv) advertisements or solicitations of business; or (v) impersonations of third parties, other than those which are readily apparent.
Shattered Pictures does not endorse any Client Project or the views, opinion, recommendation or advice expressed therein. Shattered Pictures does not review, nor is it responsible for any Client Project content or the accuracy, usefulness or safety thereof, no matter the source. You may be exposed to Client Projects that are inaccurate, offensive, indecent or objectionable.
8. Third-Party Websites
You agree to defend, indemnify and hold harmless Shattered Pictures and its parent, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, 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 Website, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Submission that you provide to Shattered Pictures; or (vi) any other partys access and use of the Website with your unique username, password or other appropriate security code.
10. No Warranty.
THE CLIENT PROJECTS, WEBSITE AND THE SHATTERED PICTURES SERVICE AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE ("MATERIALS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE WEBSITE OR THE MATERIALS IS AT YOUR OWN RISK. THE CLIENT PROJECTS, WEBSITE AND THE MATERIALS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SHATTERED PICTURES, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE MATERIALS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE OR THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
SHATTERED PICTURES DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SHATTERED PICTURES WEBSITE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SHATTERED PICTURES WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR 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.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHATTERED PICTURES OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. Limitation of Liability.
IN NO EVENT SHALL SHATTERED PICTURES, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, CLIENT PROJECTS AND THIS WEBSITE, INCLUDING UNAUTHORIZED ACCESS TO OR ALTERATIONS TO YOUR TRANSMISSIONS OF DATA, OR THAT RESULT FROM ERRORS. UNDER NO CIRCUMSTANCES WILL SHATTERED PICTURES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. YOU SPECIFICALLY ACKNOWLEDGE THAT SHATTERED PICTURES SHALL NOT BE LIABLE FOR CLIENT PROJECTS 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. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SHATTERED PICTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
12. Sole Remedy.
IN ANY EVENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF THE CLIENT PROJECT, WEBSITE OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT AND TO RECEIVE A REFUND UP TO THE AMOUNT YOU PAID TO SHATTERED PICTURES FOR WORK NOT COMPLETED DURING THE THIRTY (30) DAYS PRIOR TO SUCH TERMINATION.
The provisions of Sections 7, 9, 10, 11, 12, 13 and 14 shall survive any termination or expiration of this Agreement.
14. Discounts, Payments and Late Fees
Invoices for work done by Shattered Pictures, parent, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors are submitted to clients for payment. All payments must be made within 10 days (net 10) for work that has already been done. This includes, but is not limited to, progress payments and final payments. Shattered Pictures, at its sole discression, may void any and all discounts for invoices not paid within 10 business days from the invoice date. Clients will receive a new invoice requiring that all pre-discount fees be paid. Additionally, Shattered Pictures reserves the right to incur a 10% late fee for every 30 days an invoice is past due.
By accessing the Website, paying any bills incurred, accepting any Client Projects, or by hiring Shattered Pictures, parent, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, you represent that you have read this Agreement in its entirety, understand its terms and conditions, are duly authorized to execute this Agreement on behalf of yourself, and you agree to be bound by the terms and conditions of this Agreement.