THE FOLLOWING TERMS AND CONDITIONS CONTROL THE MANNER IN WHICH YOU MAKE YOUR CONTENT AVAILABLE ON OUR WEBSITE AND USE THE SERVICE PROVIDED BY FANDEPENDENT, LLC, CONTAIN SIGNIFICANT RESTRICTIONS AND LIMITATIONS ON YOUR RIGHTS AND REMEDIES, AND CREATE OBLIGATIONS ON ANYONE WHO ACCEPTS THIS AGREEMENT. THEREFORE, YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO ITS TERMS AND CONDITIONS.
- “Content” means text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you contribute to the Service.
- “Fandependent”, “we”, “us” or “our” means Fandependent, LLC, an Illinois limited liability company, and affiliates.
- “Person” means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization, other entity or group, or a government or governmental agency.
- “Website” means fandependent.com
- “You” or “your” means any Person providing, or causing to be provided, Content on our Website.
2. Submission of Content
- By uploading or otherwise submitting the Content to the Service, you are acknowledging that you may submit the Content to the Website and are offering us rights to the Content subject to the terms of this Agreement. If we accept your offer by posting the Content on the Website, then we will without further action have the rights to the accepted Content set forth in Section 4; however, you will retain legal ownership of your Content, and no copyright ownership or title will be transferred. For clarification purposes only, you will retain all right, title, and interest in the Content.
- We have the right to edit and revise the Content to correct what we determine in our sole discretion to be an error, misleading statement, malfunction or omission or for Promotional Purposes (as defined below). You acknowledge that any editing of the Content is performed by us for your benefit only, and we have no liability for any act or omission as a result.
- You acknowledge and agree that you will be solely responsible for (i) any Person who accesses the Website with your username and password and (ii) monitoring any activity under your username, including the uploading of any Content. You further acknowledge and agree that we are authorized to accept your username as conclusive evidence that you wish to upload and submit any Content pursuant to this Agreement.
- We do not endorse any Content or any expression contained in any Content. We do not permit copyright infringing activities and infringement of intellectual property rights on the Service, and we will remove the Content if notified that any Content infringes on another's intellectual property rights. We reserve the right to remove Content without prior notice and do not assume any responsibility with respect to your use of the Service.
- You understand that we do not guarantee the confidentiality of the Content. You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service.
3. License of Content
- You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish the Content and that its reproduction will not violate any copyrights or other rights of any other Person. You further agree that the Content will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to distribute the material and to grant us all of the license rights granted in this Agreement.
- By submitting the Content to the Service, you expressly assign to us a non-exclusive, worldwide right to use, market, promote and distribute the Content and any and all copyrights, trademarks, trade secrets, developments, creations, inventions, discoveries, enhancements, improvements, ideas, concepts, processes, methods, formulae and/or techniques incorporated in or associated with the Content (the “Intellectual Property”). You also hereby grant each user of the Service a non-exclusive license to access the Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the Service and under this Agreement. The licenses granted in this Section 4 are perpetual and irrevocable for at least fifteen (15) months from your date of submission (as per Section 8 of this Agreement) of the material.
- We will have the right to use, copy, transmit, broadcast, telecast and publicly display the Content, derivative works of the Content, and your name, photograph, likeness, biographical and personal background information and any statements or other information provided by you for the purposes of using, marketing, promoting and distributing the Content, you, the Website, us and the Service (“Promotional Purposes”).
- We will have the right to sublicense the Content to our representatives and affiliates for Promotional Purposes. You are neither entitled to any compensation, nor considered our partner or affiliate, in connection with any Promotional Purposes. The rights you are granting to us are in consideration of the satisfaction you are receiving from the broadcast of the Content on the Website, which consideration is adequate and sufficient, without any monetary compensation.
- You hereby waive any "moral rights" related to the Content, including: (i) the right to be identified as the author of the Content; and (ii) the right to object to the modification of any Content.
- You will take all actions and cooperate as requested to protect our rights associated with the Intellectual Property. Upon our request, you will execute any documents that assist in perfecting or registering Fandependent and its affiliates’ rights in the Intellectual Property.
- You further grant, transfer, assign and conveys to us, our successors and assigns, any and all causes of action and associated damages for any and all acts of infringement of the rights associated with the Intellectual Property that may have occurred up to the date of this Agreement or that may occur in the future.
You agree to defend, indemnify and hold harmless Fandependent and its subsidiaries, licensors, suppliers and affiliates, and their respective directors, officers, shareholders, managers, members, agents, employees, consultants and representatives from, against and in respect of any claim, charge, demand, action, or suit, whether in contract, tort, strict liability, negligence, or otherwise, for any and all losses, costs, charges, claims, demands, fees (including attorney’s fees), expenses or damages of any nature arising from: (a) your use of and access to the Service; (b) your violation of this Agreement; (c) your violation of any third party rights, including, without limitation, any copyright, property or privacy right; or (d) any claim that the Content caused damage to a third party. You will also pay all damages awarded against us or our affiliates in such action or those monetary damages agreed to in a monetary settlement of such action. If we receive notice of an allegation that any Intellectual Property infringes or misappropriates a third party’s rights, or if our or any of our affiliates’ use of any Intellectual Property is prohibited by permanent injunction of a court as a result of such infringement or misappropriation or allegation thereof, then you will, at your sole expense:
- First, attempt to procure for us or our affiliates the right to continue using such Intellectual Property as originally intended.
- If such attempts are not successful within a reasonable period of time to be solely determined by us, you will modify such Intellectual Property so that they are no longer infringing.
- If such modification is not possible as determined by us in our sole discretion, then you will replace the infringing Intellectual Property with material of equal or superior quality as determined by us in our sole discretion.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND AND FANDEPENDENT AND ITS SUBSIDIARIES, LICENSORS, SUPPLIERS AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, MEMBERS, AGENTS, EMPLOYEES, CONSULTANTS AND REPRESENTATIVES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER WE, NOR ANY OF OUR AFFILIATES, NOR ANY OF THEIR DATA PROVIDERS INVOLVED IN SUPPLYING, DEVELOPING, OPERATING OR MANAGING THE SERVICE SHALL BE LIABLE TO YOU IN ANY MANNER FOR ANY INACCURACIES, ERRORS OR OMISSIONS, REGARDLESS OF CAUSE, IN THE SERVICE OR FOR ANY DAMAGES RESULTING THEREFROM REGARDLESS OF CAUSE.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL FANDEPENDENT AND ITS SUBSIDIARIES, LICENSORS, SUPPLIERS AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, MEMBERS, AGENTS, EMPLOYEES, CONSULTANTS AND REPRESENTATIVES BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, (a) ERRORS, MISTAKES, OR INACCURACIES OF THE CONTENT, (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (d) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (f) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT MADE AVAILABLE THROUGH THE SERVICE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU SPECIFICALLY ACKNOWLEDGE THAT FANDEPENDENT SHALL NOT BE LIABLE FOR CONTENT 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.
You expressly agree to assume all risks of Fandependent and its affiliates, and their respective directors, officers, shareholders, managers, members, agents, employees, consultants and representatives arising out of participation in the Service and that the assumption of such risk by you is reasonable and acceptable. As such, you agree not to hold Fandependent or any of its successors and assigns responsible, or bring any claim against any such Person, for any injury resulting from your participation in the Service and hereby release, discharge and acquit Fandependent or any of its successors and assigns of and from all matters of action, causes of action, demands, rights, damages, claims, promises, agreements, obligations, liabilities, costs, and expenses of every kind, nature and character, whether in law or in equity, accrued or unaccrued, known or unknown, liquidated or unliquidated, certain or contingent, which you ever had or claimed to have or now has or claims to have, or may have in the future, against Fandependent or any of its successors and assigns, arising out of, or in any manner relating to the Service and from the use and publication of the Content, including, without limitation, any rights to sue for defamation or violation of rights of privacy or rights of publicity.
Unless terminated earlier, all Content shall remain on the Website for a period of fifteen (15) months commencing on the date that the Content is uploaded to the Website (each, a “Term”). During a Term, you cannot require us to remove the Content from the Website. Following a Term, you may notify us to remove the Content from the Website. You understand and agree that we may retain archival copies of any Content that has been removed or deleted. We may at any time and in our sole discretion, without prejudice to our other rights or remedies, immediately terminate this Agreement and your account and remove the Content from the Service if you fail to comply with any of the terms of this Agreement.
9. Digital Millennium Copyright Act
- If you are a copyright owner and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing us with the following information in writing (see 17 U.S.C 512(c)(3) for more information):
You may direct copyright infringement notifications to us at dcma[at]fandependentfilms.com. You acknowledge that if you fail to comply with all of the requirements of this Section 10, your DMCA notice may not be valid.
- A physical or electronic signature of a Person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- 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
- 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.
- If you believe that the Content that was removed (or to which access was disabled) is not infringing, or that you are authorized to use the material in the Content, you may send a counter-notice containing the following information:
If a counter-notice is received by us, we may send a copy of the counter-notice to the original complaining party informing that Person that it may replace the removed Content or cease disabling it in 7 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 7 to 10 business days or more after receipt of the counter-notice, at our sole discretion.
- Your physical or electronic signature;
- Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Cook County, Illinois, and a statement that you will accept service of process from the Person who provided notification of the alleged infringement.
10. Links to Third Party Websites
The Website may contain links to third party websites for your convenience. These third party websites have not been reviewed by us and are maintained by third parties over which we exercise no control. Accordingly, we expressly disclaim any responsibility related to the content, policies and practices of any third party websites and related to the availability, accuracy, reliability, completeness, currency, quality, performance or suitability of the information, products and services available or advertised on or through these third party websites. Moreover, these links do not imply, directly or indirectly, our endorsement of or affiliation with any third party website or its owner, or any information, products or services provided by any third party. You assume all responsibility for the use of information from a third party website. When leaving the Website, you should be aware that this Agreement may no longer govern, and, therefore, you should review the applicable terms and policies of each third party website.
11. Service May Be Inaccessible or Inoperable
You hereby acknowledge that from time to time, the Service may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment (hardware) malfunctions; (b) software malfunctions; (c) periodic maintenance procedures or repairs which we may undertake from time to time; and/or (d) causes beyond our reasonable control and/or not reasonably foreseeable by us. We will use commercially reasonable to inform you prior to any maintenance procedures or repairs which may lead to the Service being inaccessible or inoperable and to address such issues when they occur.
You acknowledge that irreparable injury will result from your failure to comply with the terms of this Agreement. In the event of any actual or threatened default or breach of any of the provisions of this Agreement, we will have the right to specific performance or injunctive relief, as well as monetary damage and any other appropriate relief. The remedies provided in this Agreement will be cumulative and the assertion by us of any right or remedy provided in this Agreement will not preclude the assertion by us of any other rights or the seeking of any other remedies.
We may give notice by means of a general notice on the Website, electronic mail to your e-mail address on record in our account information, or by written communication sent by first class mail or pre-paid post to your address on record in our account information. You should periodically review the Website for general notices and the most up-to-date version of this Agreement. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by electronic mail). You may give notice to us (such notice shall be deemed given when received by us) at any time by emailing us at info[at]fandepedentfilms.com
14. No Assignments
No assignment of this Agreement or of any right or obligation under this Agreement will be made by you without our prior written consent; provided, however, that we may assign our rights under this Agreement without your consent.