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doFlick, LLC (“DoFlick”) provides its online services to visitors
(including contributors of video content and other materials)
to our website at www.doflick.com and any derivative,
co-branded or successor site as DoFlick may make available
from time to time (“DoFlick Website”). This
Terms of Service Agreement (the “Agreement”)
sets forth the terms and conditions that govern your
use of the DoFlick Website and incorporates the terms
and conditions of DoFlick’s Privacy and Security
Policy located at www.doflick.com/privacypolicy.html.
By accessing or using the DoFlick Website, you are agreeing
that you have read and accept the following terms and
conditions. If you do not agree to any of these terms
and conditions, please do not use the DoFlick Website.
1. DESCRIPTION OF DOFLICK
TECHNOLOGY.
DoFlick provides visitors to the DoFlick Website with
access to its online services and the Content (as defined
herein) (along with all related intellectual property
rights, the “DoFlick Technology”).
2. REGISTRATION AND YOUR
OBLIGATIONS.
You may be asked to register or provide certain information
in connection with your use of the DoFlick Technology.
You agree to provide true, accurate, current and complete
information about you as prompted by the DoFlick Technology
and other application forms and registration forms (such
information being the “Registration Data”).
If you provide any Registration Data that is untrue,
inaccurate, not current or incomplete, or DoFlick has
reasonable grounds to suspect that such Registration
Data is untrue, inaccurate, not current or incomplete,
DoFlick has the right to suspend or terminate your access
to and use of the DoFlick Technology and refuse any
and all current or future use of the DoFlick Technology
or any portion thereof.
3. PASSWORDS AND YOUR
OBLIGATIONS.
To access and use certain online services
on the DoFlick Website, you may be required to create
an account and to select a unique user name and password
in order to be able to access your account. You are
solely responsible for the activity that occurs on your
account, including any uploads of User Submittals and
any purchase facilitated through the use thereof, whether
or not in fact authorized by you. You are responsible
for maintaining the confidentiality and security of
your user name and password. If you have any reason
to believe that there has been a breach of security
regarding your user name or password, including without
limitation, unauthorized use of your username or password,
you must promptly notify DoFlick in writing and change
your password on the DoFlick Website.
4. ACCESS TO THE DOFLICK
TECHNOLOGY.
You shall be responsible for obtaining
access to the DoFlick Technology and for all equipment
necessary to access the DoFlick Technology and you acknowledge
that obtaining the foregoing may involve third-party
fees (such as internet service provider or airtime charges).
You are responsible for all charges associated with
connecting you to the DoFlick Technology, including,
without limitation, all telephone, equipment, airtime
and internet service provider charges. Notwithstanding
the foregoing, DoFlick may, at its sole discretion,
provide free of charge access to the DoFlick Technology
to its employees and/or independent contractors.
5. USE OF THE DOFLICK
TECHNOLOGY.
During the term of this Agreement and
subject to the terms and conditions set forth herein,
DoFlick grants you a non-transferable, non-exclusive
and non-sublicensable right and license to use the DoFlick
Technology solely for your immediate personal, non-commercial
use. Except as otherwise set forth herein, you agree
not to: (i) reverse engineer, decompile, reverse compile,
translate, adapt, or disassemble or otherwise access
the DoFlick Technology, or any part thereof; (ii) copy,
download or save the DoFlick Technology, or any part
thereof, in any form, except as explicitly permitted
in this Section 5; (iii) publish, display, disclose,
sell, rent, lease, modify, store, loan, distribute,
co-brand, frame, permit third parties to link to, or
create compilations or derivative works of the DoFlick
Technology, or any part thereof; (iv) assign, sublicense,
convey, transfer, pledge as security or otherwise encumber
the rights and licenses granted hereunder; (v) use the
DoFlick Technology in any fashion that may infringe
any patent, copyright, trademark, trade secret or any
other intellectual property or proprietary rights of
DoFlick, its third party suppliers or any other third
party, or (vi) remove any copyright, trademark, patent
or other intellectual property notices in connection
with the DoFlick Technology. You agree not to access
the DoFlick Technology by any means other than through
the interface that is provided by DoFlick for use in
accessing the DoFlick Technology. Any other use of the
DoFlick Technology other than as expressly set forth
herein without DoFlick’s prior written consent,
which may be withheld in DoFlick’s sole and absolute
discretion, is strictly prohibited and all implied licenses
are disclaimed.
6. LINKS TO OTHER SITES.
Visitors to the DoFlick Website should be aware that
when they are on the DoFlick Website, they could be
directed to other web sites that are beyond our control.
There are several links to other web sites from the
DoFlick Website pages that take you outside our service.
DoFlick has no control over these web sites and is not
responsible or liable for the policies, actions or content
of such web sites. These web sites are linked only for
your convenience and you access them at your own risk.
We encourage you to review the terms of service and
privacy policies available at these other web sites.
DoFlick is not responsible for, and expressly disclaims
all liability for, damages of any kind arising out of
or relating to any use, reference to or reliance on
such information and any other dealings with such third
parties.
7. USER SUBMITTALS.
In connection with your use of the DoFlick Technology,
the DoFlick Website may allow you to submit contributions
and submittals to, and feedback and suggestions about,
the DoFlick Technology, including without limitation,
videos, photos, comments, suggestions, feedback, notes,
messages, ideas, suggestions or other communications
(collectively, the “User Submittal”), and
the hosting, sharing and publishing of such User Submittals.
DoFlick does not guarantee any confidentiality with
respect to such User Submittals.
You shall be solely responsible for your User Submittals
and the consequences of posting or publishing them via
the DoFlick Website. In connection with your User Submittals,
you represent and warrant that: (i) you own or have
the necessary licenses and other rights to use and authorize
DoFlick to use the User Submittals, and the associated
patent, trademark, copyright, trade secret and other
intellectual property and proprietary rights in and
to the User Submittals, in connection with the DoFlick
Website and this Agreement; and (ii) you have the written
consent, release and/or permission of each identifiable
individual person in the User Submittal to use the name
and likeness of such identifiable individual person
to enable the inclusion and use of the User Submittal
on the DoFlick Website in accordance with this Agreement.
For clarity, you retain all of your ownership rights
in and to the User Submittals and the associated intellectual
property rights therein. However, subject to the terms
and conditions set forth herein, you hereby grant to
DoFlick a royalty-free, perpetual, irrevocable, world-wide,
non-exclusive license to use, reproduce, sub-license
through multiple tiers of sublicensees, create derivative
works from, modify, publish, edit, translate, distribute,
and publicly perform, execute, and display the User
Submittal and any related intellectual property rights
in any media or medium, or any form, format, or forum
now known or hereafter developed for any legal purposes
whatsoever. During the period that a User Submittal
is posted on the DoFlick Website, you also hereby grant
to each user of the DoFlick Website a non-exclusive
license to access your User Submittals through the DoFlick
Website, and to use, reproduce, create derivative works
of, display and perform such User Submittals as permitted
through the DoFlick Website and in accordance with this
Agreement.
The User Submittal submitted to DoFlick shall in no
way prevent the purchase, manufacture or use of similar
products, services, plans and ideas by DoFlick for any
purpose whatsoever. DoFlick does not endorse any User
Submittal or any opinion, recommendation or advice expressed
therein. Except as set forth herein, DoFlick is not
responsible for, and expressly disclaims all liability
for, damages of any kind arising out of or related to
any User Submittal submitted by you.
8. CONTENT.
You acknowledge and agree that DoFlick is not responsible
for pre-screening any data, information, images, video
or other content (collectively, the “Content”)
that is placed on the DoFlick Website by any party other
than DoFlick, and you shall not rely on DoFlick to ensure
that such Content is accurate, complete, current, or
in compliance with any rule, regulation or law. DoFlick
shall have the right, but not the obligation, to refuse,
edit or remove any Content that DoFlick, in its sole
discretion and without prior notice, considers to be
harmful, illegal, misleading, libelous or threatening
material, offensive sexual, racial or gender related
material, or otherwise offensive, disruptive or inappropriate
material, or otherwise in violation of this Agreement.
You acknowledge and agree that DoFlick may preserve
any Content and may also disclose any Content if required
to do so by law or in the good faith belief that such
preservation or disclosure is reasonably necessary to:
(a) comply with legal process; (b) enforce this Agreement;
(c) respond to claims that any Content violates the
rights of third parties; or (d) protect the rights,
property, or personal safety of DoFlick, its users and
the public.
9. INTELLECTUAL PROPERTY
AND PROPRIETARY RIGHTS.
You acknowledge and agree that the DoFlick Technology
and any necessary technology used in connection with
the DoFlick Technology are protected by applicable intellectual
property rights and laws, including without limitation,
copyrights, trademarks, service marks, patents or other
proprietary rights and laws. The compilation of all
Content (except all User Submittals) on the DoFlick
Website is the exclusive property of DoFlick and is
protected by U.S. and international copyright laws.
The “look and feel” of the DoFlick Website
(except for the User Submittals), meaning, the structure,
sequence and layout of the audiovisual components of
the DoFlick Website as perceived by you, including,
but not limited to, the color combinations, button shapes,
and all other graphical and navigational elements, the
design for which was dictated by artistic and aesthetic
considerations and not by utilitarian or mechanical
ones, are also proprietary to DoFlick and fully protected
under U.S. and international copyright and trademark
laws.
DoFlick’s name and logo, and all related product
and service names, design marks and slogans are the
trademarks, service marks or registered trademarks of
DoFlick and may not be used or modified in any manner
without the prior written consent of DoFlick.
10. TERMINATION.
You agree that DoFlick, at its sole discretion, may
terminate your access to and use of the DoFlick Technology,
at any time and for any reason whatsoever, including
without limitation, for lack of use or if DoFlick believes,
in its sole discretion, that you have violated or acted
inconsistently with the terms and conditions of this
Agreement. DoFlick reserves the right at any time and
from time to time to modify or discontinue, temporarily
or permanently, the DoFlick Technology (or any part
thereof) with or without notice. You agree that DoFlick
shall not be liable to you or to any third party for
any modification, suspension or discontinuance of the
DoFlick Technology.
11. REPRESENTATIONS.
You represent and warrant to DoFlick that: (i) you are
at least 18 years old; (ii) in the event you are an
entity, you have the full right, power and authority
to enter into this Agreement on behalf of such entity;
(iii) the performance by you of your obligations and
duties hereunder, do not and will not violate any agreement
to which you are a party or by which you are otherwise
bound; (iv) the Registration Data and your User Submittals
do not infringe the intellectual property or proprietary
rights, including without limitation, patents, copyrights,
trademarks and trade secrets, of any third party; (v)
the Registration Data, your User Submittals and your
use of the DoFlick Technology comply in all respects
with all applicable laws, statutes, regulations, ordinances
and other rules; (vi) you will not submit any material
that may disrupt or interfere with the hardware or software
operating the DoFlick Technology; and (vii) the Registration
Data and the User Submittals are truthful and accurate.
You further represent and warrant that you will not:
(i) submit material that is protected by any copyrights,
trade secret rights and/or any other intellectual property
rights, unless you are the owner of such rights or have
the permission from the rightful owner to post the material
and to grant all of the license rights under this Agreement;
(ii) publish falsehoods or misrepresentations that could
damage DoFlick or any third party; (iii) use the DoFlick
Website to submit or send offensive or disruptive material,
including without limitation, spam, offensive sexual,
racial or gender related material, defamatory, libelous
or threatening material, or any other material that
is unlawful, encourages criminal conduct or is otherwise
inappropriate.
12. INDEMNITY.
You agree to indemnify, defend and hold harmless DoFlick,
its employees, directors, officers, agents and its affiliates
and suppliers from any claim or demand, including reasonable
attorneys’ fees, made by any third party arising
out of or resulting from this Agreement or the DoFlick
Technology including, but not limited to: (i) your breach
of any representations, warranties or covenants set
forth herein; (ii) your use of the DoFlick Technology;
(iii) damage caused to any third party by your User
Submittals, or (iv) your violation of any rights of
any third party, including without limitation, any trademark,
copyright, patent, trade secret or other intellectual
property or proprietary rights. The provisions of this
Section shall survive the termination of this Agreement
and your access to the DoFlick Website.
13. DISCLAIMER OF WARRANTIES.
THE DOFLICK TECHNOLOGY IS PROVIDED
ON AN “AS IS” AND “AS AVAILABLE”
BASIS, AND YOU AGREE THAT YOUR USE OF THE DOFLICK TECHNOLOGY
SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED
BY LAW, DOFLICK, ITS AFFILIATES AND ITS SUPPLIERS DISCLAIM
ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED,
STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, DOFLICK, ITS AFFILIATES
AND ITS SUPPLIERS MAKE NO WARRANTY THAT (I) THE DOFLICK
TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (II) THE DOFLICK
TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (III) THE CONTENT AND THE RESULTS THAT MAY
BE OBTAINED FROM THE USE OF THE DOFLICK TECHNOLOGY WILL
BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY CONTENT,
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED
BY YOU THROUGH THE DOFLICK TECHNOLOGY WILL MEET YOUR
EXPECTATIONS, (V) ANY ERRORS IN THE DOFLICK TECHNOLOGY
WILL BE CORRECTED, AND (VI) THE DOFLICK TECHNOLOGY WILL
BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU
THROUGH THE USE OF THE DOFLICK TECHNOLOGY IS OBTAINED
AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR
LOSS OF DATA OR PERSONAL INJURY OR PROPERTY DAMAGE THAT
RESULTS FROM THE DOWNLOADING OF ANY SUCH MATERIAL.
14. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE
THAT, EXCEPT FOR THE CONFIDENTIALITY OBLIGATIONS SET
FORTH HEREIN, DOFLICK, ITS OFFICERS, EMPLOYEES, AGENTS,
AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, PERSONAL INJURY, PROPERTY DAMAGE, USE, DATA,
CONTENT, USER SUBMITTALS OR OTHER INTANGIBLE LOSSES,
EVEN IF DOFLICK, ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES
AND/OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE
THAT, EXCEPT FOR THE CONFIDENTIALITY OBLIGATIONS SET
FORTH HEREIN, DOFLICK’S, ITS OFFICERS’,
EMPLOYEES’, AGENTS’, AFFILIATES’ AND/OR
ITS SUPPLIERS’ CUMULATIVE LIABILITY TO YOU OR
ANY THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED
FIVE HUNDRED ($500.00 U.S.) DOLLARS.
15. COPYRIGHTS.
If you believe that you have any right, title or interest
in or to any materials or other information, including
without limitation, User Submittals, Content, data,
images, video or any other information, and/or any intellectual
property rights thereof (the “IP”), that
is located within the DoFlick Technology without your
prior consent, please provide to DoFlick the following:
(i) a description of such IP; (ii) details of where
such IP is located within the DoFlick Technology; (iii)
your name, address, telephone number and email address;
and (iv) a statement executed by you that the information
provided regarding such IP is truthful and accurate,
that you have right, title or interest in or to such
IP, and that you have a good faith belief that such
IP is located within the DoFlick Technology without
your prior consent.
16. DEEP LINKS; SPIDERING.
You shall not “deep-link” to the DoFlick
Website, meaning that you will not create, post, display,
publish or distribute any link to any page other than
the front (home) page of the DoFlick Website, for any
purpose, unless specifically authorized in writing by
DoFlick. Notwithstanding the foregoing, DoFlick permits
you to link to materials on the DoFlick website for
your personal, non-commercial purposes only. The use
of any tools, programs, robotic algorithms or products
to automatically download or “spider” the
DoFlick Website or any of the pages of the DoFlick Website
is expressly prohibited and infringes on DoFlick’s
intellectual property rights.
17. EXPORT RESTRICTIONS.
This Agreement is expressly made subject to any applicable
laws, regulations, orders, or other restrictions on
the export of the technology or information about the
DoFlick Technology which may be imposed from time to
time. You shall not export the DoFlick Technology, information
about the DoFlick Technology or any product containing
the DoFlick Technology without complying with such laws,
regulations, orders, or other restrictions. You agree
to indemnify and hold harmless DoFlick against all claims,
losses, damages, liabilities, costs and expenses, including
reasonable attorneys' fees, to the extent such claims
arise out of any breach of this Section.
18. GOVERNING LAW.
THE DOFLICK TECHNOLOGY IS CONTROLLED BY DOFLICK FROM
WITHIN THE STATE OF MARYLAND OF THE UNITED STATES OF
AMERICA, ALTHOUGH THE DOFLICK TECHNOLOGY MAY BE ACCESSED
AND USED THROUGHOUT THE WORLD. BY ACCESSING THE DOFLICK
TECHNOLOGY, YOU AND DOFLICK EACH AGREE THAT THIS AGREEMENT
AND THE RELATIONSHIP BETWEEN YOU AND DOFLICK SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF MARYLAND OF THE
UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT
OF LAW PROVISIONS. YOU AND DOFLICK AGREE TO SUBMIT TO
THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR
FEDERAL COURTS LOCATED WITHIN THE STATE OF MARYLAND
WITH RESPECT TO ANY DISPUTE RELATED TO THIS AGREEMENT.
19. ORDER OF PRECEDENCE.
This Agreement governs your use of the DoFlick Website
and access to the DoFlick Technology. This Agreement
does not modify, alter or amend any other agreement
you have entered or will enter into with DoFlick or
any of its related or affiliated entities. To the extent
that any provision of this Agreement or any supplemental
agreement offered as any part of any registration for
use of additional DoFlick Technology, conflicts with
any provision of your other agreements with DoFlick
or any of its related or affiliated entities, the terms
of such other agreement shall, as to the subject matter
of that other agreement, take precedence over the conflicting
term(s) of this Agreement.
20. GENERAL INFORMATION.
This Agreement, together with DoFlick’s Privacy
and Security Policy, constitutes the entire agreement
between you and DoFlick with respect to the subject
matter herein and governs your use of the DoFlick Technology,
superseding any prior agreements between you and DoFlick,
but this Agreement may be supplemented by any other
agreement you enter into with DoFlick pursuant to your
participation in other features of the DoFlick Website.
You further acknowledge and agree that you may not assign
any part of this Agreement without DoFlick’s prior
written consent, but DoFlick may assign any part of
this Agreement without restriction. This Agreement shall
inure to the benefit of each party’s successors
and assigns. DoFlick shall not be deemed to be in breach
of the Agreement and thereby liable to you or any third
party for any delays in the performance of its obligations
hereunder caused by fire, explosion, act of God, strikes,
war, riot, government regulation, bandwidth limitations,
Internet connectivity, or act or any other cause beyond
the reasonable control of DoFlick. The failure of DoFlick
to exercise or enforce any right or provision of this
Agreement shall not constitute a waiver of such right
or provision. If any provision of this Agreement is
found by a court of competent jurisdiction to be invalid,
the parties nevertheless agree that the court should
endeavor to give effect to the parties’ intentions
as reflected in the provision, and the other provisions
of this Agreement shall remain in full force and effect.
You agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of
or related to the use of the DoFlick Technology or this
Agreement must be filed within one (1) year after such
claim or cause of action arose or be forever barred.
DoFlick reserves the right, at any time and at its sole
discretion, to update, revise or otherwise modify the
terms and conditions of the Agreement without notice
to you.
21. CONTACTING US.
If you have any questions about this Agreement, the
Privacy and Security Policy, or any question or problem
regarding the DoFlick Technology, please contact us
by sending an email to legal @doflick.com.com or by
mail at doFlick, LLC, PO Box 8633, Elkridge, Maryland
21075, USA.
Effective Date: April 4, 2007.
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