Flix55.com

Terms of Use

Welcome to the FLIX55.com website (the “Site”). PLEASE READ THESE TERMS OF USE (the “Terms”) CAREFULLY BEFORE USING THIS SITE OR ANY SERVICES OR APPLICATIONS RELATED TO THIS SITE. YOU WILL NOT BE ALLOWED TO ENTER THE SITE BEYOND THIS POINT OR REGISTER UNLESS AND UNTIL YOU ACCEPT THESE TERMS OF USE AT THE END HEREOF. This Site is subject to the Terms, which may be updated by us from time to time without notice to you. In addition, you shall be subject to any posted guidelines or rules applicable to the Site, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. By using or visiting this Site, you signify your assent to both these Terms and the terms and conditions of FLIX55’s privacy notice, which is published at http://www.flix55.com/company/privacy/ , and which is incorporated herein by reference. If you do not agree to any of these Terms, then please do not use the Site. As used in these Terms, FLIX55 shall refer to FLIX55.com LLC and its successors, assigns, licensees, parent companies, subsidiaries, affiliates and each of their respective officers, directors, owners, agents and representatives.

1. Registration; Limited License to Site

   You are granted the limited right to view and use the Site only for the purposes of viewing or playing content such as films or games, submitting content such as video or audio clips, placing product orders or for accessing information and services. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the Site.

2. Limitations and Conditions

   If you violate these Terms, we may terminate or cancel your access rights to the Site immediately without notice. We may also block your use of the Site. We reserve the right at any time to modify or discontinue the Site or any part thereof and you agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or any part thereof. This license is limited to personal and non-commercial uses by you. Any rights not expressly granted to you herein are reserved to us. No portion of this Site is targeted to children, and any minor should seek consent of his or her legal guardian before using this Site. Unless you have received specific written permission from us, you may not (a) “frame” or otherwise impose editorial comment, commercial material or any information or content on, or in proximity to, content displayed on the Site or (b) alter or modify any content on the Site. Without limiting other restrictions, you agree not to reproduce, transmit, sell or otherwise exploit the Site for any commercial purpose. Please be aware that we have created or may create in the future certain areas on the Site that contain adult or mature content. You must be at least 18 years of age to access and view such areas.

3. User Submissions

   This Site may allow registered users to upload, post and/or distribute user-submitted content (“User Submissions”). In this regard, the Site may be used for the hosting, sharing and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, FLIX55 does not guarantee any confidentiality with respect to any submissions.

   1. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and/or warrant that: (i) you own or have the necessary licenses, rights, consents and permissions to use and authorize FLIX55 to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the website and these Terms; and (ii) you have the written consent, release and/or permission of each and every identifiable individual person in the User Submissions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the website and these Terms. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to FLIX55, you hereby grant FLIX55 a worldwide, non-exclusive, royalty-free, fully paid, perpetual, sub-licensable and transferable license to publicly display, publicly perform, distribute and reproduce the User Submissions in any manner and in any medium, including, without limitation, through physical copies such as still photos, videos and CDs, by television by any means, on or via the Internet, including, without limitation, the World Wide Web, and any other two-way transmission control protocol/internet protocol (TCP/IP) based distribution network or similar networks or technologies now known or hereafter to become known, including, but not limited to, delivery via such a network to personal computers, hand-held devices, and television set-top boxes through telephone or cable lines, or wirelessly through broadband, satellite, cellular or terrestrial broadcast networks and other similar networks or technologies whether now existing or hereafter developed. You obtain no rights in any form, media or technology incorporating the User Submissions. You also hereby grant each user of the FLIX55 website a non-exclusive license to access your User Submissions through the website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the website and under these Terms. The foregoing license granted by you to each such user terminates once you remove or delete a User Submission from the FLIX55 website.
   2. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant FLIX55 all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage FLIX55 or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate in our opinion; (iv) post advertisements or solicitations of business and (v) impersonate another person. FLIX55 does not endorse any User Submissions or any opinion, recommendation or advice expressed therein, and FLIX55 expressly disclaims any and all liability in connection with User Submissions. FLIX55 does not permit copyright infringing activities and infringement of intellectual property rights on its website, and FLIX55 will remove all Content and User Submissions if properly notified that such Content or User Submissions infringes on another’s intellectual property rights. FLIX55 reserves the right to remove Content and User Submissions without prior notice. FLIX55 may also terminate a User’s access to the Site, if they are determined to be an infringer. FLIX55 also reserves the right to decide in its sole discretion whether Content or a User Submissions is appropriate and complies with these Terms for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material or excessive length. FLIX55 may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms at any time, without prior notice and at its sole discretion.
   3. In particular, if you are a copyright owner or an agent thereof and believe that any User Submissions or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) 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; (iii) 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; (iv) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number and, if available, an e-mail address; (v) 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 (vi) 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.
      
      FLIX55’s designated Copyright Agent to receive notifications of claimed infringement is: email to CopyrightAgent@flix55.com AND mail a letter to attention: Corporate Counsel, Flix55.com LLC, 270 South Service Road, Suite 45, Melville, NY 11747. For clarity, only DMCA notices should go to the Copyright Agent. Any other feedback, comments, requests for technical support and other communications should be directed to FLIX55 customer service through CustomerService@flix55.com.
      
      You acknowledge that if you fail to comply with all of the requirements of this Section 3(3), your DMCA notice may not be valid.
   4. You understand that when using the Site, you will be exposed to User Submissions from a variety of sources, and that FLIX55 is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against FLIX55 with respect thereto, and agree to indemnify and hold FLIX55, its owners/operators, affiliates and/or licensors harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
   5. FLIX55 permits you to link to materials on the Site for personal, non-commercial purposes only. In addition, FLIX55 provides an “Embeddable Player” feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Site, provided that you include a prominent link back to the Site on the pages containing the Embeddable Player. FLIX55 reserves the right to discontinue any aspect of the Site at any time. Flix55.com also reserves the right to block or terminate the use of our embedded player from any registered or non-registered Flix55.com user at the sole discretion of Flix55.com, LLC.
      
      The use of the Site for this purpose is subject to the following conditions:
      • You understand that all user feedback, data, comments, suggestions, information, text, data, software, sounds, photographs, audio, audiovisual, video, artwork, graphics, messages and other materials of any nature, including User Submissions (“Materials”), that are transmitted to or via the Site are the sole responsibility of the person from whom the Materials originated. This means you, and not us, are entirely responsible for the Materials you transmit through the Site. Further, you understand that by using the Site, you may be exposed to Materials that are offensive, objectionable or indecent.
      • You agree not to use or launch any automated system, including without limitation, “robots”, “spiders”, “offline readers”, etc. that accesses the Site in a manner that sends more request messages to the FLIX55 servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, FLIX55 grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. FLIX55 reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Site nor to use the communication systems provided by the Site for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Site without the written permission of Flix55.com.
      • You shall not create a user name or screen name or upload to, distribute through or otherwise publish through the Site any Materials which are libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, harmful of minors in any way, abusive, illegal or harassing, or contain expressions of hatred, bigotry, racism or pornography, or are otherwise objectionable in our sole discretion, or that would constitute or encourage a criminal offense, violate the rights of any party or violate any law or that you do not have a right to make available under contractual or fiduciary relationships.
      • Your Materials, user name and/or screen name will not disparage in any manner FLIX55.com, its owners, advertisers, affiliates, partners, products or services and sites.
      • Your Materials shall not infringe the copyright, trademark, publicity/privacy right or other intellectual property right of any third party.
      • You shall not upload to, distribute through or otherwise publish through the Site any Materials that are directly or indirectly commercial in nature or contain any solicitation of funds, promotion, advertising or solicitation for goods or Site. You specifically acknowledge that soliciting other users to join or become users or members of any commercial online website or other organization is expressly prohibited. You shall not include any hyperlink or other direction or diversion of users of the Site to any other website.
      • You shall not upload to, distribute through or otherwise publish through the Site any Materials that contain viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the functionality or disrupt any software, hardware, telecommunications, networks, servers or other equipment.
      • You shall not act in a manner that negatively affects other users’ ability to interact with the Site.
      • You shall not collect or store personal data about other users.
      You acknowledge that we do not pre-screen any Materials posted by you or other users, but that we and our designees shall have the right (but not the obligation) in our sole discretion to refuse or remove any Materials. Without limiting any of our rights, we and our designees shall have the right to remove any Materials that violate the Terms or are otherwise objectionable in our sole discretion, as well as terminate your access to the Site. You agree that we have no liability or responsibility for the storage or deletion of any Materials that you or any other persons submit or post. We reserve the right to change these general practices and limits at any time in our sole discretion.

4. Privacy Policy

   Information that you submit is subject to our Privacy Policy. For more information, see our full privacy policy. Your registration for use of the Site is your consent to the Privacy Policy.

5. Password and Security

   You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You acknowledge, consent and agree that we may access, preserve and disclose your account information and Material if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Materials violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of us, our users and the public. You understand that the technical processing and transmission involved in interacting with the Site, including the transmission of Materials, may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Site may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by us and/or content providers who provide content to the Site. You may not attempt to override or circumvent any of the usage rules embedded into the Site.

6. Contests and Rating Content

   From time to time, we may conduct contests in which we may award various prizes. You agree that if you participate in any contest, you will abide by all the rules and be subject to all the terms and conditions of such contest, in addition to these Terms. You agree that you shall rate only once any individual instance of content on our Site, such as videos, still pictures, flash animation, games and jokes. You agree to not use any automated or other “unfair” methods of affecting the outcome of a contest, game, promotion, or basic Flix55 ratings. Flix55.com reserves the right to disqualify (at our sole discretion) any and all entities that we deem “may” have, or attempted to, “cheat” or unfairly influence any activity related to Flix55.com. For clarity, this relates to online as well as offline activites. Non exhaustive example of offline activities may be meetings, and get togethers, distribution of collateral, and other promotions and marketing activities.

7. International Use

   Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Materials. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

8. Indemnity

   You agree to indemnify and hold FLIX55 harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your content and materials, your use of the Site, your violation of these Terms or your violation of any law or third party’s rights, including such party’s copyrights and trademarks.

   Disclaimer of Warranties. The Site and related applications, materials and services are provided to you “as is” without warranty of any kind and with all risks. We hereby disclaim to the maximum extent permitted by law (a) all warranties either expressed or implied, including, but not limited to, implied warranties or merchantability or fitness for a particular purpose; availability of the site; lack of viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties; accuracy completeness, reliability, timeliness, currency or usefulness of any information on the site; and (b) any duties of reasonable care, workmanlike effort or lack or negligence in connection with the Site, applications or related information. The entire risk as to satisfactory quality, performance, accuracy and effort in connection with the Site, applications and related information is borne by you. In addition, we disclaim any warranties of non-infringement, title or quiet enjoyment in connection with the Site, applications and related information. Some states do not allow the exclusion or limitation of implied warranties, so the above limitation may not apply to you.

9. Assumption of Risks

   You assume all risks that the Site, applications and related information are suitable or accurate for your needs and will be uninterrupted, timely, secure or error-free. Any applications downloaded or otherwise obtained through the Site are at your own discretion and risk and you are solely responsible for any damage to your computer or loss of data. By viewing this Site, reading comments by other users or accessing applications and services related to this Site you may be exposed to rude, crude, indecent or other offensive language or references. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with any third party advertiser or content provider on the Site.

10. No Incidental, Consequential or Certain Other Damages

    To the maximum extent allowed by law, you agree that neither we nor any of our affiliates or agents will be liable to you and/or any other person for any consequential or incidental damages (including but not limited to lost profits, loss of privacy or for failure to meet any duty including but not limited to any duty of good faith, lack of negligence or of workmanlike effort) or any other indirect, special or punitive damages whatsoever that arise out of or are related to the Site, applications or related information, or to any breach of these terms, even if we have been advised of the possibility of such damages and even in the event of fault, tort (including negligence) or strict or product liability. Some states do not allow the exclusion or limitation of liability for consequential damages, so the above limitations may not apply to you.

11. Limitation of Liability and Exclusive Remedy

    You agree that your sole remedy for any breach of these terms by FLIX55 shall be, at our option, (a) substitution or replacement of all or part of the application or product that gives rise to damages incurred by you in reasonable reliance on us, or (b) refund of the amount that you paid to us. You agree that the damage exclusions in these terms shall apply even if any remedy fails of its essential purpose.

12. Links; Advertisers

    The Site contains links to third-party sites that are not under our control and we are not responsible for any content on any linked site. If you access a third-party site from the Site, then you do so at your own risk. We provide links only as a convenience and the inclusion of the link does not imply that we endorse or accept any responsibility for the content on those third-party sites. Additionally, your dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

13. General Practices Regarding Use and Storage

    You acknowledge that we may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that Materials will be retained by the Site, the maximum number of Materials that may be sent from or received by an account, the maximum size of any Materials, the maximum disk space that will be allotted to you, and the maximum number of times (and the maximum duration for which) you may access the Site in a given period of time. You acknowledge that we reserve the right to log off accounts that are inactive for an extended period of time.

14. Our Proprietary Rights

    You acknowledge and agree that the Site and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Site or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based upon the Site or the Software, in whole or in part.

15. No Third-Party Beneficiaries

    You agree that, except as otherwise expressly provided in these Terms, there shall be no third- party beneficiaries to this Agreement.

16. Notice and Amendments

    We may provide you with notices, including those regarding changes to these Terms, by either e-mail, regular mail or postings on the Site. Any use of the Site or order by you after such updating shall be deemed to constitute acceptance of such amendments, modifications or new conditions. If you do not want to be bound by an amendment, you will need to terminate your registration, if any, and refrain from using the Site. Except as expressly stated otherwise, any notices required or allowed under these Terms shall be given to us by mail to:

    Attention: Corporate Counsel
    FLIX55.com LLC
    270 S. Service Rd., Suite 45
    Melville, NY 11747

    Or as to a successor address that we make available on the Site or through other reasonable manner. If applicable law requires that we accept e-mail notices (but not otherwise), then you may send us e-mail notice at CorporateCounsel@flix55.com.

    With respect to our notices to you, we may provide notice of amendment by posting them in the Site and you agree to check for changes. Instead or in addition, we may give notice by sending e-mail to the e-mail address you provide during registration.

17. Procedure for Making Claims of Copyright or Intellectual Property Infringement

    We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide us with the following information:

    1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
    3. a description of where the material that you claim is infringing is located on the Site;
    4. your address, telephone number and e-mail address;
    5. 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;
    6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

    Notice of claims of copyright or other intellectual property infringement can be delivered as follows, by mail: Attention Corporate Counsel,FLIX55.com, 270 S. Service Rd., Suite 55, Melville, NY 11747 or by e-mail to CorporateCounsel@flix55.com.

18. General Information

    Entire Agreement. These Terms constitute the entire agreement between you and us and govern your use of the Site superseding any prior agreements. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third-party content or third-party software.

    Resolution of Disputes. You agree that any controversy arising out of or in connection with our relationship, or a dispute with reference to these Terms, their validity or effect will be governed by the laws of the State of New York without regard to conflicts of law provisions thereof. Any controversy arising out of or in connection with use of the Site or these Terms, their validity or effect, will be conclusively determined by a non-jury trial. The Parties hereto irrevocably waive their respective rights to a trial by jury of any such controversy or claim. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU ALLEGE OR MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES (REGARDLESS OF ANY APPLICABLE STATUTE OF LIMITATIONS). OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

    Waiver and Severability of Terms. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms 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 these Terms shall remain in full force and effect.

19. Ability to Accept Terms of Use

    You affirm that you are either more than 18 years of age or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. Anyone under the age of eighteen (18) years of age is not authorized to use this Site.

20. Violations

    Please report any violations of these Terms to us at CorpoateCounsel@flix55.com.