Effective and Last Modified Date: December 15, 2011
This Site is offered and made available only to users 13 years of age or older who reside in the United States of America, its territories and possessions (“U.S.”) and certain features on this Site (including, but not limited to, user registration and newsletter signups) may be subject to heightened age and/or other eligibility requirements. If you are not yet 13 years old or the required greater age for certain features, do not reside in the U.S. and/or do not meet any other eligibility requirements, please discontinue using the Site immediately or, if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Site immediately, because by using or attempting to use the Site, you certify that you are at least 13 years of age or other required greater age for certain features and meet any other eligibility and residency requirements of the Site.
Given the nature of the Internet, even though the Site is ordinarily (but not always) targeted to United States of America (“USA”) residents, it may be accessed in other parts of the world. If you are not a USA resident and yet use the Site, you acknowledge, understand and agree that you are doing so on your own initiative and at your own risk and that it is your responsibility (and not ours) to make sure that your use of the Site complies with all applicable local laws in the jurisdiction from where you access or use the Site. IF YOU ARE NOT A USA RESIDENT, BY SUBMITTING YOUR PERSONALLY IDENTIFIABLE INFORMATION ON THE SITE, YOU EXPRESSLY CONSENT TO THE TRANSFER OF SUCH DATA TO THE USA, AND TO THE PROCESSING OF SUCH DATA ON PS8’S (OR ITS DESIGNATED VENDORS’) USA SERVERS, WHERE YOUR DATA WILL BE GOVERNED BY USA LAWS THAT MAY PROVIDE A LOWER (OR DIFFERENT) LEVEL OF DATA PROTECTION THAN YOUR COUNTRY.
uploading/posting opportunities, RSS feeds, etc.) offered on or through the Site may be subject to additional or special terms and conditions (“Special Rules”), and before you use any such features, functionality, programs or Services you may be required to indicate your acceptance of such additional Special Rules. All Special Rules are incorporated into these Terms as if fully set forth herein.
OWNERSHIP; RESTRICTIONS ON USE
The content of the Site and all copyrights, patents, trade secrets, trademarks, service marks, trade names and all other intellectual property and/or proprietary rights therein are owned by PS8 and/or third parties, and are protected by applicable USA and international copyright and other intellectual property laws. You acknowledge, understand and agree that you shall not have, nor be entitled to claim, any rights in and to the Site content and/or any portion thereof, except: (i) with respect to your own User Submissions (excluding any materials – e.g., key art, title treatment, clips, stills, music tracks, etc. – used in your User Submissions that may have been licensed to you by PS8 for use in your User Submissions, for example in connection with a contest or other program or feature offered on the Site (such content referred to as the “PS8 Licensed Assets”)); and/or (ii) to the extent of your limited rights to use the Site for certain personal (non-commercial) purposes, as set forth below in the section titled LICENSES GRANTED TO YOU, subject to the conditions set forth in the YOUR RESPONSIBILITIES section below and the other terms and conditions of these Terms.
Except in connection with your own User Submissions (and then only to the extent you control them), or unless expressly authorized by PS8 pursuant to these Terms or otherwise, you agree not to copy, reproduce, duplicate, stream, capture, access through technology or means other than those provided on the Site, perform, transfer, sell, resell, download, upload, archive, license to others, edit, modify, manipulate, create derivative works from or based upon (including, without limitation, mash-ups, montages, wallpapers, ringtones, greeting cards, T-shirts or other merchandise or service), publish, republish, post, transmit, publicly display, frame, link from or to, distribute, share, embed, decipher, disassemble, decompile, reverse engineer, translate, incorporate into any hardware or software application, use for commercial purposes, or otherwise use or exploit the Site or any component part thereof. Any of the unauthorized uses referred to above would constitute an infringement of the copyrights and other proprietary rights of PS8 and/or its licensors (including, without limitation, other Site Users who have submitted their own User Submissions) and a violation of these Terms and may subject you to civil and/or criminal liability under applicable laws.
Subject to these Terms (including, without limitation, the YOUR RESPONSIBILITIES section set forth below), we hereby grant you, if and only to the extent the necessary functionality is provided to you on or through the Site, the following limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicenseable, worldwide, royalty-free rights and licenses (each a “License”):
- the License to access, view and otherwise use the Site (including, without limitation any Site Services provided on or through the Site) for your personal (non-commercial), lawful use only, as intended through the customary and authorized functionality of the Site;
- the License to stream Site content using any of the widgets and/or other digital streaming Internet video players, if any, provided on the Site (any such widget or other digital streaming Internet video player referred to as a “Site Widget”) for your personal, lawful use only;
- the License to cut and paste certain code expressly made available to you through the Site (whether such functionality is designated as “sharing” functionality or not) in order to embed, re-publish, maintain, and/or display the specific Site content to which such code relates on your own personal, customized social networking Web page(s), Web blog(s), or microblog(s) (collectively, your “Personal Social Media”), and/or, if the Site provides “widget grabbing and embedding” functionality, to “grab” a Site Widget and embed, re-publish, maintain, and/or display such Site Widget on your Personal Social Media;
- the License to cut and paste certain code expressly made available to you through the Site, and/or if the Site provides “widget grabbing and embedding” functionality, to “grab” a Site Widget, to forward, as applicable, such code and/or Site Widget to your friends, so that they can view the Site content contained therein;
- if the Site includes a “Send to Friend” or similar tool that allows you to initiate and send to one of your friends an email communication that includes Site content, and the tool is operational, the License to use the tool to request that the Site’s servers convey your message to your friend;
- if the Site includes a “Download” link next to a piece of Site content (including, without limitation, an image, an icon, a wallpaper, a music track, a video, a trailer, an RSS feed), the License to download a single copy of such content to a single computer, mobile, or other permitted device for your personal, non-commercial use only;
- if the Site enables you to download Software, the License to install and use one copy only of the Software on your personal computer system, mobile or other permitted device in machine-executable object code form only and make one additional copy for back-up purposes; provided, however, that you understand and agree that (i) by allowing you to download the Software, PS8 does not transfer title to the Software to you (i.e., you own the medium on which the Software is recorded, but the Software’s owner (which may be PS8 and/or its third party Software licensor) will retain full and complete title to such Software; (ii) you may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software without the prior written consent of PS8; (iii) you may not assign, rent, lease, or lend the Software to any person or entity and any attempt by you to sublicense, transfer, or assign the Software will be void and of no effect; (iv) you may not decipher, decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law; and (v) because the laws and regulations of the USA restrict the export and re-export of commodities and technical data of USA origin, including the Software, you will not export or re-export the Software in any form in violation of the laws of the USA or any foreign jurisdiction, and in addition, you represent and warrant that you are not a national or resident of any country to which the USA has embargoed goods, or on the USA Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial and Prohibition Orders;
- the License to obtain a registered personal account (and/or related username and password) on the Site and interact with other Site Users as part of Site-based chat rooms, message boards, social media networks, online multiplayer games and/or other activities or similar Services offered on the Site; and
- the License to use any other functionality expressly provided by PS8 on or through the Site for use by Users, subject to these Terms (including, without limitation, functionality to create and/or Submit User Submissions).
Your rights under any one or more of the Licenses set forth above are conditioned upon your compliance with each of the following (as determined by PS8 in its sole discretion):
- you will not create or Submit (as defined below) a User Submission that is unlawful, pornographic, obscene, defamatory, libelous, threatening, discriminatory, harassing, bullying, vulgar, indecent, profane, hateful, racially, culturally or ethnically offensive, or that encourages criminal conduct, or that gives rise, or potentially gives rise, to civil or criminal liability, or that violates any applicable laws, rules, regulations or Federal Trade Commission guidelines (“Applicable Laws”), or that infringes or violates other parties’ intellectual property, publicity, or privacy rights, or links to infringing or unauthorized content;
- you will not embed, re-publish, maintain and/or display any Site content (including, without limitation, any of your own User Submissions) on any Personal Social Media or other web site or other Internet location that ordinarily contains or hosts content that is unlawful, pornographic, obscene, defamatory, libelous, threatening, discriminatory, harassing, bullying, vulgar, indecent, profane, hateful, racially, culturally or ethnically offensive, or that encourages criminal conduct, or that gives rise, or potentially gives rise, to civil or criminal liability, or that violates any Applicable Laws, or that infringes or violates other parties’ intellectual property rights or links to infringing or unauthorized content;
- you will not send spam, chain letters, pyramid schemes or any other unsolicited or unauthorized advertising or promotional materials, or harass, bully, stalk, harm, or otherwise cause mental or physical distress or injury to anyone, or defame or disparage someone, or engage in any other unlawful or objectionable conduct while using the Site;
- you will provide accurate, current and complete information about you or anyone else, and you will not provide false information about you or anyone else (including, without limitation, when you are being asked on the Site to provide accurate information about your age), and you will not impersonate or appear to impersonate anyone else or otherwise misrepresent your affiliation with any person or entity;
- you will not use the Site or any one or more of the Licenses granted to you (and any associated functionality) to collect, obtain, compile, decompile, gather, transmit, reproduce, delete, revise, view, display, forward, any material or information, whether personally identifiable or not, posted by or concerning any other User of the Site, unless you have obtained prior written permission from such User to do so;
- you will not interfere with or disrupt, or attempt to interfere with or disrupt, the operation of the Site or its contents (or any parts thereof);
- you will abide by all copyright and trademark notices, information, and restrictions contained in or associated with any of the Site content;
- you will not remove, alter, interfere with or circumvent any copyright, trademark, watermark, or other proprietary notices marked/displayed on Site content, Software or Site Services;
- you will not, and will not attempt to, probe, scan, or test the vulnerability of any systems or networks, or remove, alter, interfere with or breach, impair, or circumvent any digital rights management mechanism, device, or other content protection or access control measure (including, without limitation geofiltering and/or encryption) used in connection or associated with the Site or its content;
- you will not use any of the rights granted to you or any of the Site content or Site Services in a manner that suggests an association with any of PS8’s products, services or brands, unless otherwise specifically permitted by PS8;
- you will not use bots, spiders, offline readers or other automated systems to access or use the Site in a manner that sends more request messages to the Site’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional Web browser, unless you are a lawfully operating public search engine, in which case (subject to PS8’s full discretion to revoke this exception at any time), you may use spiders to index materials from the Site for the sole purpose of creating publicly available searchable indices (but not caches or archives) of such materials;
- you will not transmit, post, send, upload, distribute, submit or otherwise make available any adware, malware, spyware, software viruses, timebombs, cancelbots, worms, trojan horses, or any other computer code, files, programs, or materials containing or including any of the foregoing, designed to interrupt, delay, destroy, limit, compromise, or otherwise harm the functionality of any computer software or hardware or telecommunications equipment, or interfere with any third party’s use and enjoyment of the Site;
- you will not do anything that is likely to adversely affect or reflect negatively upon or harm the goodwill or reputation of PS8 or any of its affiliates, or the Site, or any of the content provided, running, or being promoted on the Site (including, without limitation, any movie, television program or other initiative);
- you will not do anything on the Site that would prevent other Users’ access to or use of the Site or its content, or any part thereof;
- you will be responsible for safeguarding and maintaining the confidentially of any username and password, and, if you are a Member, your corresponding account information associated with access to the Site (including, without limitation, in those instances in which the Site uses the account creation mechanism and management of a third party’s social network, website or device), and you are solely responsible for all activities that occur under your username and/or password; and
- you will use the Site and the Licenses at all times in compliance with these Terms and all Applicable Laws.
USER SUBMISSIONS AND LICENSE TO PS8
The Site may enable you to send, post, upload, transmit through webcam or similar functionality or otherwise submit to the Site (including, without limitation, by allowing you to provide the URL of where a particular piece of your content resides), or otherwise display or exchange (including, without limitation, with other Site Users) on or by means of the Site to other destinations, such as social networking pages (including, without limitation, to your Personal Social Media) (collectively, “Submit”), your videos, textual comments, photographs, images, or other creative works and/or other personal media content and your ideas, opinions, feedback, and other information, (collectively, your “User Submissions”), and such User Submissions will generally be available to all Users of the Site or to others using the destinations (such as, for example, social networking pages) where you have submitted your User Submissions. By Submitting your User Submissions on or by means of the Site you expressly acknowledge and agree that you and only you will be responsible for the content of your User Submissions and for any consequences that may arise therefrom. Except as may otherwise be provided in any Special Rules, it is not PS8’s regular, established practice to monitor, control, or have knowledge of the User Submissions Submitted using the Site, but PS8 may do so in its sole discretion.
When you Submit (or attempt to Submit) your User Submissions on or by means of the Site, you automatically and grant to PS8 and its affiliates, subsidiaries, successor and assigns an irrevocable, perpetual, worldwide, unconditional, unrestricted, fully-paid, royalty-free, transferable, fully sublicenseable to multiple tiers of sublicensees, non-exclusive right and license to use such User Submissions as specified in the Term, including without limitation, all patents, trademarks, service marks, trade names, trade identities, copyrights, mask work rights, moral rights, author’s rights, trade secrets, logos, domain names, know-how, source code and object code, inventions, rights in packaging, goodwill, and other intellectual property and proprietary rights that may subsist in such User Submissions.
You further agree that PS8 will have the unfettered right throughout the universe, in perpetuity, to use, display, publicly perform, distribute (including, without limitation, through third-party Web sites, blogs, microblogs and other social networking media and Internet and mobile resources and applications), store, transcode, host, cache, maintain, broadcast, webcast, mobilecast, transmit, distribute, tag, track, reproduce, edit, modify, format, re-format, link to and from, translate, delete, create derivative works, combine with other content, categorize, and/or otherwise use, reuse and/or otherwise exploit your User Submissions (or any portions or derivative works thereof) and any names, likenesses, voices, images, digital recordings, performances, and other ideas, concepts, feedback and other materials included in your User Submissions, in any manner, medium or content delivery technology now known or hereinafter devised, for any purpose, as determined solely in PS8’s (or its authorized designees/licensees’) sole discretion, without the requirement for any credit or compensation to you or anyone else, or the need to require additional consent from you or anyone else, or the need to provide prior notification or any credit to you or anyone else.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO TRANSFER TO USER ANY OWNERSHIP RIGHTS IN AND TO THE PS8 LICENSED ASSETS (IF ANY) INCLUDED IN YOUR USER SUBMISSIONS. EVEN THOUGH BY SUBMITTING YOUR USER SUBMISSIONS YOU ARE GRANTING TO PS8 THE BROAD RIGHTS SET FORTH ABOVE, YOU ACKNOWLEDGE AND UNDERSTAND THAT NOTHING CONTAINED HEREIN SHALL OBLIGATE PS8 AND/OR ANY OF ITS AFFILIATES OR AUTHORIZED DESIGNEES TO HOST, DISTRIBUTE, DISPLAY, EVALUATE, COMMERCIALIZE, OR OTHERWISE EXPLOIT ANY OF YOUR USER SUBMISSIONS OR EXERCISE ANY OTHER RIGHTS UNDER THE PS8 LICENSE. You acknowledge and agree that: (a) you have no expectation of confidentiality of any nature with respect to any of your User Submissions, and (b) PS8 and/or any of its affiliates may already have materials, information, and/or projects under consideration that are similar to or the same as your User Submissions or may independently develop materials, information, and/or projects that are similar to or the same as your User Submissions, or other User Submissions transmitted by other Users of the Site may be similar to or the same as your User Submissions. Because of the viral nature of social media, you should not submit any content or information to PS8 that you do not want to be viewed and “shared” or otherwise distributed by others.
If the Site provides information for potential investors and/or provides access to portions of the Site for such potential investors, then accessing such portions of the Site and/or reviewing such information means that you have agreed to the following terms and conditions.
The purpose of this section is to provide potential investors with general information about the feature film(s) (the “Picture”) and the efforts being taken by PS8 and the production team to produce a successful film. The information is provided for general informational purposes only and it is NOT a summary or a compilation of all information relevant to the Picture or an investment in the Picture. It does not purport to include every item which may be of interest to a potential investor, nor does it purport to present full and fair disclosure with respect to the Picture or an investment in the Picture within the meaning of applicable securities laws. Investment decisions should be made only after full review of a Private Placement Memorandum provided by PS8 and your own independent evaluation of the Picture, the company and any other information that you deem relevant to an investment decision. You are encouraged to consult your own counsel, accountant and other professional advisors as to legal, tax and other related matters prior to any investment in the company.
Information on this site is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such jurisdiction. PS8 undertakes no obligation to update any information included on this Site. The information, estimates and expressions of opinion herein are subject to change without notice, and the posting of information on this Site does not imply that there has been no change in such information or the affairs of PS8 since the date such information was posted.
Unless otherwise noted, PS8 has not sought or obtained consent from any third party to reference any third party or to use any statements or information indicated in this Site as having been obtained or derived from statements made or published by third parties. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein. PS8 and any other providers of the information expressly disclaim all warranties of any kind, express or implied, including, without limitation, any warranty of accuracy, merchantability, fitness for a particular purpose, or non−infringement.
This Site contains certain statements that constitute “forward-looking statements”. These forward-looking statements include certain statements regarding intent, belief or current expectations about matters (including statements as to “beliefs,” “expectations,” “anticipations,” “intentions” or similar words). Forward-looking statements are also statements that are not statements of historical fact. Because these statements are based on factors that involve risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. These factors include, among others, statements related to business plans, strategies, anticipated strategies, levels of capital expenditures, financial projections, liquidity, the company’s performance, and anticipated capital financing needed to accomplish the objectives of the business plan. The subsequent forward-looking statements relating to the matters described herein and attributable to us or to persons acting on our behalf are expressly qualified in their entirety by such factors. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained on this Site will in fact occur. We have no obligation to publicly update or revise these forward-looking statements to reflect new information, future events, or otherwise, except as required by applicable laws, and we caution you not to place undue reliance on these forward looking statements.
You have been granted access to the information, reports and documents contained herein, including but not limited to, the Picture script, on a confidential basis for informational use solely in connection with the evaluation of an investment in the Picture. The information contained herein may not be reproduced in whole or in part. By clicking on “Agree” below, you acknowledge that the information, reports and documents contained herein, including but not limited to, the Picture script, include confidential, sensitive and proprietary information and agree (1) to keep strictly confidential the contents of the Site, including but not limited to, the Picture script, and to not disclose its contents to any third party (other than your affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives assisting in its evaluation of the potential investment in the Picture) without prior written consent of PS8 or otherwise use the contents for any purpose other than your evaluation of an investment in the Picture, (2) not to copy or reproduce all or any portion of the information or documents contained herein and (3) that PS8 may eliminate your access to this Site at any time in its sole discretion.
By clicking on “Agree” on this Site, you acknowledge all of the foregoing and that (i) you are an “accredited investor” as defined in Rule 501(a) of Regulation D of the Act and have the financial ability to bear, and the knowledge and experience to understand, the economic risk of an investment in PS8, (ii) PS8 is not, by the reports and information set forth herein, offering to sell any securities, nor soliciting an offer to buy any securities, of PS8 and (iii) the reports and information set forth herein will not be construed as a description of PS8 or its affairs at any time subsequent to the date such reports are posted and such reports and information will not be relied upon in connection with any decision to purchase or sell any securities of PS8.
YOUR WARRANTIES AND REPRESENTATIONS
In connection with all of the User Submissions you Submit to the Site, and any other activities that you conduct on or by means of the Site, you represent, warrant and covenant that:
- the User Submissions are original to you (in other words, that you own all rights in and to your User Submissions) or, alternatively, that you have acquired all necessary rights in your User Submissions to enable you to grant to PS8 the PS8 License;
- you have paid or satisfied and will pay or satisfy in full all license fees, clearance fees, royalties, and any other financial or third party obligations of any kind, if any, arising from any use or exploitation of your User Submissions, and PS8 will not be responsible for such obligations;
- violate any contractual or other relationship (e.g., inside information, proprietary or confidential information received in the context of an employment or a non-disclosure agreement);
- your User Submissions do not infringe, misappropriate, dilute, or otherwise violate the intellectual property rights, privacy rights, publicity rights, or any other legal or moral rights of any third party;
- neither your User Submissions, nor any of the other activities that you undertake on the Site, are or will at any time be: defamatory or disparaging of any individual or entity, unlawful, pornographic, obscene, threatening, vulgar, indecent, profane, hateful, sexually explicit or sexually suggestive, intended to bully or harass or stalk, or resulting in bullying, harassing, or stalking, racially or ethnically or culturally offensive, or otherwise objectionable or encouraging of criminal conduct, or giving rise, or potentially giving rise, to civil or criminal liability, or linking to infringing or unauthorized content, or transmitting unsolicited advertising materials, or intended to result in, or resulting in, any mental or physical distress or injury to any person, violative of any Applicable Laws or these Terms, or violative of any person’s publicity or privacy rights; and
- your User Submissions are not intended by you to benefit any commercial enterprise associated with you or any third party. You agree to keep all records necessary to establish that your User Submissions do not violate any of the foregoing representations and warranties and to make such records available to PS8 upon PS8’s request.
PS8 is not responsible for any loss, theft, or damage of any kind to any User Submissions. You acknowledge that PS8 does not as a matter of its ordinary practice pre-screen any User Submissions submitted by you or other Users of the Site but that PS8 (and/or any of its authorized designees) has the right to and may pre-screen or review after initial submission any of the User Submissions for a variety of reasons, including, without limitation, for compliance with these Terms or Applicable Laws, or if otherwise desired or necessary, as determined by PS8 in its sole discretion. PS8 shall have the right in its sole discretion to refuse, remove, edit, or disable any of your User Submissions (and/or any other Site Users’ User Submissions) that violate these Terms or are otherwise objectionable, as determined by PS8 in its sole discretion, as well as terminate your and/or any Site User’s continued access to and/or other use of the Site (including, without limitation, access to and/or use of any of the Site Services, features or functionality available on or through the Site). PS8 does not control or endorse any User Submissions, and any User Submissions submitted to the Site do not reflect the opinions, views or policies of PS8 or any of its affiliates. PS8 disclaims any and all liability in connection with any and all User Submissions, and you agree to waive any legal or equitable rights or remedies you may have against PS8 or any of its affiliates with respect to such User Submissions. If you remove or delete any of your User Submissions from the Site, the User Submission may be removed from the Site within a reasonable period of time. Nonetheless, a User Submission that you remove may still be available to third parties who previously acquired the link to that User Submission and PS8 may maintain copies for archival purposes and to exercise its rights that you have granted to PS8 under this Agreement.
PS8 reserves the right to display advertisements in connection with your User Submissions and to use your User Submissions to advertise and promote your User Submissions or the Site (in whole or in part) or any of ’PS8s products or services. You acknowledge and agree that you have no right or interest in any of the revenue generated from such advertisements.
These provisions shall remain in full force and effect in perpetuity notwithstanding any termination of your use of the Site, or deleting or removing of your User Submissions.
THIRD PARTY LINKS
The Sites may link to and/or contain advertisements about, non-PS8 owned or controlled Web sites or other Internet or mobile resources. You acknowledge and understand that PS8 does not endorse or sponsor such other third party Web sites or other Internet resources and PS8 EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR ANY CONTENT, SOFTWARE, FUNCTIONALITY, SERVICES OR PRODUCTS, OR ADVERTISED SERVICES OR PRODUCTS FOUND ON OR RELATED TO ANY SUCH THIRD PARTY WEB SITE OR OTHER INTERNET OR MOBILE RESOURCES.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE (AND ANY PORTION OF THE SITE) IS PROVIDED “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, PS8 AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).
Neither PS8 nor any of its affiliates or subsidiaries make any warranties or representations about the accuracy or completeness of content available on or through the Site, any web sites, social media, or other Internet or mobile resources linked to or identified on the Site and assume no liability or responsibility for any:
- errors, mistakes, or inaccuracies of content, or for the type of content that you may access, including without limitation content that you may find offensive, indecent, or objectionable;
- personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Site (or any parts thereof);
- any unauthorized access to or use of PS8’s secure servers and/or any and all personal information stored therein;
- any interruption or cessation of transmission to or from the Site or any services provided on the Site;
- any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Site (or any parts thereof) by any third party; and/or
- for any loss or damage of any kind incurred as a result of the use of any User Submissions and/or other Site content posted, shared, forwarded, emailed, transmitted, or otherwise made available on or by means of the Site and/or otherwise through your or any other Site Users’ exercise of any rights under any of the Licenses granted by PS8 herein.
Reference to any product, process, publication, or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by PS8 or its affiliates or subsidiaries. The Site may be temporarily unavailable due to maintenance or malfunction of computer software or equipment. Users are responsible for seeking the advice of professionals as appropriate, regarding the information, opinions, advice, or content available at the Site. PS8 reserves the right, in its sole and exclusive discretion, to change, modify, add, remove, or disable access to any portion of the Site (including, without limitation any of the Site Services).
LIMITATION OF LIABILITY
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL PS8 OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, MEMBERS, SHAREHOLDERS, MANAGERS, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, AND DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING OR ARISING IN ANY WAY FROM OR IN CONNECTION WITH THE SITE, USER SUBMISSIONS, YOUR USE (OR THE USE OF ANYONE USING AN ACCOUNT REGISTERED TO YOU) OF THE SITE OR ANY PARTS THEREOF, OR ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF OR MATERIALS PROVIDED ON THE SITE.
EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent PS8 may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of PS8’s liability shall be the minimum permitted under such applicable law.
You agree to indemnify and hold harmless PS8 and its affiliates and its and their respective officers, directors, employees, representatives, licensees, authorized designees, successors and assigns from any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable outside attorneys’ fees and costs) that such parties may incur as a result of or arising from (i) any of your User Submissions; (ii) your exercise of any of your rights granted under the Licenses without your compliance with your responsibilities set forth in these Terms; (iii) the breach of any of your warranties, representations, covenants, responsibilities or other obligations set forth in these Terms; (iv) your violation of any person’s intellectual property, privacy, publicity or other right; (v) the violation of any Applicable Laws and/or these Terms by you and/or anyone using your registered account to access and/or otherwise use the Site (in whole or in part); or (vi) your willful misconduct or the willful misconduct of anyone accessing the Site through your registered account, in connection with your (and/or such other person’s) use of the Site (in whole or in part). PS8 reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with PS8 in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of your use of the Site.
COPYRIGHT INFRINGEMENT NOTIFICATION; DESIGNATED COPYRIGHT AGENT
PS8 respects the intellectual property rights of others. Upon proper notice, PS8 will remove User Submissions (and any other Site content) that violate copyright law. Pursuant to Title 17 of the U.S. Code, Section 512, PS8 has implemented procedures for receiving written notification of claimed copyright infringement on the Site and for processing such claims in accordance with such law. If you believe a work has been copied in a way that constitutes copyright infringement, please send PS8′s copyright agent, at the address set forth below, a notification of claimed infringement (an “Infringement Notification”) that contains all the following information:
- identification of the copyrighted work claimed to have been infringed;
- identification of the claimed infringing material and information reasonably sufficient to permit PS8 to locate the material on the Site;
- information reasonably sufficient to permit PS8 to contact you, such as an address, telephone number, and, if available, an e-mail address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- your physical or electronic signature.
E-Mail of PS8 Designated Copyright Agent: email@example.com
By submitting an Infringement Notification, you acknowledge and agree that PS8 may forward your Infringement Notification and any related communications to any Users who posted the material identified in such notice.
If you believe that your User Submission has been wrongfully removed from the Site, you may send PS8 a counter notification. Pursuant to federal law you may be held liable for damages if you make material misrepresentations in a counter notification. In compliance with Title 17 of the U.S. Code, Section 512, your counter notification (“Counter Notification”), to be effective, must be in writing, sent to PS8’s Designated Copyright Agent, and include substantially the following information:
- your physical or electronic signature;
- identification of the material that has been removed or to which access has been disabled and the location where the material previously appeared on the Site;
- a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- your name, address, and telephone number and a statement that you consent to the jurisdiction of the Federal District Court in the district in which your address is located (or in the Central District of California, for addresses outside the USA) and agree to accept service of process from the person who submitted the original Infringement Notification that resulted in your User Submission being removed (or an agent of such person) in the event he or she elects to file suit.
By submitting a counter notification, you acknowledge and agree that PS8 may forward your counter notification and any related communications to the person who submitted the original Infringement Notification that resulted in the removal of your User Submission or to other third parties.
THESE TERMS SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE UNITED STATES OF AMERICA WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAWS PRINCIPLES, REGARDLESS OF WHERE YOU LIVE. ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS, OR THE SITE, OR THE BREACH OF THESE TERMS AND/OR THE SCOPE OF THE PROVISIONS OF THIS ARBITRATION CLAUSE, SHALL BE SUBMITTED TO JAMS (“JAMS”) FOR FINAL AND BINDING ARBITRATION UNDER ITS STREAMLINED ARBITRATION RULES, TO BE HELD IN NEW YORK, BEFORE A SINGLE ARBITRATOR. THE ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF THE PARTIES OR, IF THE PARTIES CANNOT AGREE, THEN BY STRIKING FROM A LIST OF ARBITRATORS SUPPLIED BY JAMS. THE ARBITRATION SHALL BE A CONFIDENTIAL PROCEEDING, CLOSED TO THE GENERAL PUBLIC. THE ARBITRATOR SHALL ISSUE A WRITTEN OPINION STATING THE ESSENTIAL FINDINGS AND CONCLUSIONS UPON WHICH THE ARBITRATOR’S AWARD IS BASED. THE ARBITRATOR SHALL HAVE THE POWER TO ENTER TEMPORARY RESTRAINING ORDERS AND PRELIMINARY AND PERMANENT INJUNCTIONS. NEITHER PARTY SHALL BE ENTITLED OR PERMITTED TO COMMENCE OR MAINTAIN ANY ACTION IN A COURT OF LAW WITH RESPECT TO ANY MATTER IN DISPUTE UNTIL SUCH MATTER SHALL HAVE BEEN SUBMITTED TO ARBITRATION AS HEREIN PROVIDED AND THEN ONLY FOR THE ENFORCEMENT OF THE ARBITRATOR’S AWARD.
This provision shall remain in full force and effect notwithstanding any termination of your use of the Site.
If any provision of these Terms shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. The failure of PS8 to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. 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 Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. This provision shall remain in full force and effect notwithstanding any termination of your use of the Site.
You understand and agree that PS8 may, in its sole discretion and at any time, terminate or temporarily suspend your rights under any of the Licenses and otherwise your access to the Site, and discard, remove, and/or disable or deactivate any or all of your User Submissions that you Submitted to or by means of the Site and/or any other information and data that you (and/or anyone else) may have provided to or by means of the Site, for any reason. PS8 may also, in its sole discretion and at any time, discontinue the Site or any parts thereof or limit or restrict any user access thereto, for any reason, with or without notice. YOU UNDERSTAND AND AGREE THAT PS8 MAY TAKE ANY ONE OR MORE OF THESE ACTIONS WITHOUT ANY NOTICE TO YOU, PRIOR OR OTHERWISE, AND YOU UNDERSTAND AND AGREE THAT NEITHER PS8 NOR ANY OF ITS AFFILIATES SHALL HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON FOR ANY TERMINATION OF YOUR (OR ANYONE ELSE’S) ACCESS TO THE SITE OR PARTS THEREOF AND/OR THE REMOVAL, DISCARDING, DISABLING OR DEACTIVATION OF ANY OF YOUR USER SUBMISSIONS (OR THE USER SUBMISSIONS OF ANYONE ELSE) OR THE REMOVAL, DISCARDING, DISABLING OR DEACTIVATION OF ANY OTHER INFORMATION OR DATA THAT YOU (OR ANYONE ELSE) MAY HAVE PROVIDED ON OR BY MEANS OF THE SITE. You may discontinue your access to, use or participation on or by means of the Site at any time.
Notwithstanding anything to the contrary herein, you hereby irrevocably waive any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any PS8 or any PS8 affiliate-related motion picture, production or project, or the use, publication or dissemination of any advertising or promotion in connection with such motion picture, production or project. This provision shall remain in full force and effect notwithstanding any termination of your use of the Site.
CHANGES IN SITE OWNERSHIP