("Terms") govern your use of the website located at eightfivemedia.com (the "Site") and any sub-domains, affiliated websites, mobile versions, and services available through the Site. The Site is owned and operated by EightFive Media ("Company," "we," or "us").
By accessing or using the Site, you affirm that you have theright, authority, and capacity to enter into these Terms. These Terms, together with the Privacy Policy (located at eightfivemedia.com/privacy-policy), constitute a legal agreement between you and EightFive Media. If you are under 18 years old, your parent or legal guardian must read, understand, and agree to these Terms on your behalf before you use the Site. If you do not agree to these Terms or have not obtained your parent or legal guardian's consent, do not access or use the Site. In no event may you use this Site if you are underthe age of 13.
1. Changes to the Site or Terms
We reserve the right, at anytime, to modify, suspend, or discontinue the Site (in whole or in part) at oursole discretion, with or without notice to you. You agree that we will not beliable to you or any third-party for any modification, suspension, or discontinuation of the Site or any part thereof.
We also reserve the right, at any time, to revise these Terms or impose new terms and conditions with respect to access or use of the Site, the Content, or any other matter, in our sole discretion. Any modification to the Terms shall become effective when posted. Your continued access or use of this Site or any Content after the posting of the revised Terms constitutes your agreement to such revised Terms. No modification to these Terms shall be valid or enforceable against us unless expressly agreed toby us in a writing signed by a duly authorized officer of EightFive Media.
2. Term and Termination
These Terms will remain infull force and effect while you use the Site. We may terminate these Terms or discontinue operation of the Site without notice to you, at any time and forany reason, in our sole discretion, without liability, including but not limited to if you breach any of these Terms. In the event of termination of these Terms with respect to you, you will no longer be authorized to access or use the Site or any Content.
In the event of termination of these Terms or termination of your access to and use of the Site, Sections 3 through 14 of these Terms shall survive and continue in full force and effect. Furthermore, all rights granted by you shall remain in full force and effect, and we shall be permitted, but shall not have any obligation, to delete any of your personal data collected inthe operation of the Site unless otherwise required by law.
3. Site License; Site Content
a. License: Subject to these Terms, we grant you anon-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, non-commercial use. Unauthorized access to or use of the Site or the Content is a breach of these Terms and may be a violation of law.
b. Site Content: Unless specifically permitted herein, no information, materials, files, videos, or other content (collectively "Content") comprising, contained in, or distributed through the Site may be reproduced in any form or used by you without our prior written consent. The Site and the Content found therein are the property of EightFive Media, its licensees, and/or licensors. The Site and the Content are protected by copyright laws and international treaty provisions. You acknowledge that we or our clients, business partners, licensees, or licensors(as applicable) own and shall retain the exclusive right, title, and ownership in and to all copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights in the Site and all Content. You agree not to use any automated means, including, without limitation, agents, robots, scripts, orspiders, to access, monitor, or copy any part of the Site or any of the Content. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, disassemble, decompile, attempt to obtain the source code of, grant a security interest in, publicly perform, publicly display, transfer, or exploit the Site, the Content, any technology or software relating there to, or any portion thereof. All copyright, trademark, or other proprietary notices on the Site or any Content must be retained and displayed at all times.
4. Disclaimer of Warranties and Representations
a. The Site and the Content contained in and disseminated from the Site are provided "as is," "as available," and without warranty or representation of any kind, either express or implied, including but not limited to the implied warranties of merchant ability, non-infringement, accuracy, and fitness for a particular purpose. You assume the entire risk as to your access to and use of the Site, and your selection and use of any Content obtained through or from the Site.You also assume the risk that the Site and/or the Content will meet your requirements, be accurate or reliable, have any level of quality, or meet your expectations. EightFive Media makes no warranty or representation that your access to and use of the Site or the Content will be uninterrupted, virus-free, error-free, or completely secure. You are solely responsible for any damage to your computer system hardware or software or for any loss of data or other damages relating to your use of the Site or the Site or Content. No advice, information, or content, whether oral or written, obtained by you from, through, or in connection with your use of the Site or the Content, will createor provide any warranty or representation on the part of EightFive Media or any of its affiliates.
b. Please note that some jurisdictions may notallow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In such jurisdictions, the liability of EightFive Media shall be limited to the greatest extent permitted by applicable law.
5. User Conduct; Prohibited Activities
You agree not to engage in the following activities while using the Site:
a. Posting, publishing, submitting, or otherwise disseminating through the Site any content or other information that:
– Is known by you to be false, inaccurate, or misleading;
– Violates, infringes, or misappropriates any third-party's copyright, patent, trademark, trade secret, right of privacy, right of publicity, or other intellectual property or proprietary right;
– Violates any law, statute, regulation, rule, orordinance (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
– Is defamatory, libelous, hateful, profane, abusive, racially, religiously, or otherwise biased or offensive, unlawfully threatening or unlawfully harassing to any individual or entity, or otherwise contains foul language;
– Contains any computer viruses, worms, or other potentially damaging computer programs or files.
b. Additionally, you agree not to:
– Download or upload any content or material that you know or reasonably should know cannot be legally obtained in such manner;
– Restrict or inhibit any other user from using and enjoying any area within the Site;
– Collect or store personal information about other users of the Site or submit personal data on the Site without their express permission and authority to do so;
– Attempt to access or use the Site or the Content after your access or use has been terminated;
– Affect the way the Site displays Content otherthan through adjustments to your browser or display settings to facilitate your personal viewing of the Site;
– Use any automated means to access or use the Site or to collect any Content contained therein;
– Modify or create variant versions of the EightFive Media name, trademark, or logos;·
– Interfere with or disrupt the Site or the infrastructure;
– Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate your presence on the Site;
– Take any action that imposes an unreasonably or disproportionately large load on the Site or its infrastructure;
– Engage in any acts or omissions that could constitute a violation of applicable laws, statutes, regulations, rules, orordinances.
You agree to notify us if you suspect any activity inviolation of these Terms and cooperate with our investigation of such violation.
6. Third-Party Links
The Site may contain links to third-party websites and services ("Third-Party Links"). SuchThird-Party Links are not under the control of EightFive Media, and we are not responsible for any Third-Party Links. We provide access to these Third-Party Links only as a convenience to you and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. Your interaction with all Third-Party Links is at your own risk. When you click on any Third-Party Links, the applicable third-party's terms and policies apply, including the third-party's privacy and data gathering practices.
7. Copyright and Trademark Information
© EightFive Media, 2023. All rights reserved.
Your use of any trademarks, service marks, branding, logos, and designs owned or licensed by EightFive Media, its affiliates, or any of its clients is prohibited without our prior written consent or the consent of the third -party that owns the trademark.
8. Privacy
Certain information collected from you or about you in the course of your using the Site is subject to our Privacy Policy (located at eightfivemedia.com/privacy-policywhich is incorporated \into these Terms by reference and may be revised from time to time asprovided therein. You acknowledge, agree, and consent to the information collection, distribution, and other terms, conditions, and matters set forth in the Privacy Policy.
9. Notifications
We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on the Site or delivering them to you through email if you have provided your email address to us. If you do not provide us with accurate information, we cannot be held liable if you do not receive notice.
10. Governing Law and Jurisdiction
The Site is controlled and managed by EightFive Media from its offices in the United States and is targeted to the United States. These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without reference to its conflicts of laws principles. By using the Site, you submit to the exclusive jurisdiction of and venue in the federal and state courts located in Union County, Nw Jersey to resolve any dispute arising out of or in connection with these Terms, the Site, or the Content, and waive any objections thereto, including those of inconvenient forum or similar defenses.
You must not use the Site or the Content in countries where it is restricted, prohibited, or limited by local law, regulations, codes, or customs. EightFive Media makes no warranty or representation that the Site or the Content is appropriate or available for use in locations outside the United States.
11. Users Outside of the United States
If you are using the Sitefrom a country embargoed by the United States, are on the United StatesTreasury Department's list of "Specially Designated Nationals," orare on the U.S. Commerce Department's Table of Deny Orders, you agree that youwill not conduct any commercial activities using or through the Site and willnot otherwise use the Site or any related services in violation of UnitedStates export control laws or regulations.
12. Limitation of Liability
To the maximum extent permitted by law, in no event shall EightFive Media and/or its respective officers, directors, trustees, members, managers, employees, agents, identified site sponsors, or representatives (collectively, the "EightFive Media Parties") be liable to you for any direct, indirect, consequential, incidental, special, punitive, or exemplary damages arising out of or related to these Terms or arising out of the access or use, or inability to access or use the Site and/or its Content, even if they have been advised of the possibility of such damages or if such damages are otherwise fore seeable and regardless of the nature of the cause of action or theory asserted (e.g., whether in contract, tort, or otherwise). Access to and use of the Site and Content are at your own risk and discretion, and you will be solely responsiblefor any damage to your device or computer or loss of data resulting there from. If, notwithstanding the provisions of these Terms, any of the EightFive Media Parties is found to be liable to you for any damage or loss that arises out ofor is in any way connected to your access to or use of the Site, the Content, or otherwise, to the maximum extent permitted by law, the aggregate liability of the EightFive Media Parties shall not exceed $100 USD. You agree to use your best efforts to mitigate any damages or losses you may suffer in connection with your access to and use of the Site and the Content.
Because some jurisdictions do not allow the exclusion orlimitation of liability for consequential or incidental damages, parts of theabove limitation may not apply to you. In such jurisdictions, the liability of EightFive Media shall be limited to the greatest extent permitted by applicablelaw. Check your local laws for any restrictions or limitations regarding the limitation of liability for consequential or incidental damages.
13. Indemnification
You agree to defend, indemnify, and hold harmless EightFive Media, its affiliates, licensees, vendors, partners, identified site sponsors, and each of their respective directors, officers, members, managers, employees, agents, and representatives from and against any and all claims, actions, losses, damages, liabilities, judgments, settlements, costs, and expenses (including, but not limited to, reasonable attorneys' fees and court costs) arising out of or relating to (a) your breach of these Terms or any applicable laws or regulations, (b) your access to or use of the Site and/or the Content, (c) your violation, breach, or misappropriation of a third-party's copyright, patent, trademark, trade secret, right of privacy, right of publicity, or other intellectual property, proprietary, or other right, (d) your tortious acts, including, without limitation, defamation, and/or (e) any claims you may raise against third-parties relating to third-party products or services. We reserve the right to assume, at our expense, the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. If we assume such defense, we will be responsible solely for our legal fees in connection with such defense, and all other losses, damages, liabilities, judgments, settlements, costs, and expenses shall be your sole responsibility.
14. Miscellaneous
a. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions ofthese Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
b. If you have questions or comments, please contact us at terms@eightfivemedia.com.
These Terms of Service were last modified on Tuesday, June 13, 2023.
