FilmChest Media Group Terms of Use

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING OR USING THE FILMCHEST MEDIA GROUP SOFTWARE PROGRAMS ("SOFTWARE—) OR FILMCHEST MEDIA GROUP SERVICES (THE "SERVICES—), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS OR USE"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SOFTWARE AND SERVICES.

IF YOU ARE USING OR OPENING AN ACCOUNT WITH FILMCHEST MEDIA GROUP, ("FILMCHEST—) ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION") THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE TERMS, AND (IV) AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.

  1. Eligibility. Use of the Software and Services are void where prohibited. The Software and Services are intended solely for users who are thirteen (13) years of age or older, and any registration, use or access to the Software or Services by anyone under 13 is unauthorized, unlicensed, and in violation of these Terms of Use. FilmChest Media Group may terminate your account, delete any content or information that you have posted on the Services, and/or prohibit you from using or accessing the Software or Services (or any portion, aspect or feature of the Services) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13. If you are under 18 years of age you may use the Software and Services only if you either are 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.

  2. License Grant and Restrictions.Subject to your compliance with the terms and conditions set out in this Terms of Use, FilmChest Media Group grants you a personal, limited non-exclusive, non-sublicensable, non-transferable, revocable license to install and use one (1) copy of the Software only on your personal computer: (i) if downloading FilmChest Media Group's broadcasting software, solely for the purpose of broadcasting content for which you have the legal right to broadcast, such content may include by way of example, audio works, video works, audiovisual works, games, files, data, photos, other media content and comments shared using the Software (collectively, "Broadcast Content—), to be viewed by parties using FilmChest Media Group's receiver software, or (ii) if downloading FilmChest Media Group's receiving software, solely for the purpose of receiving Broadcast Content delivered by parties using FilmChest Media Group's broadcasting software. You only obtain any such license in order to use the object code version of the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All ownership rights in the Software, including any related documentation and any new releases, modifications, and enhancements thereto belong solely to FilmChest Media Group and its licensors if any, including all intellectual property rights therein. The Software is licensed, not sold. Title does not pass to you. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right.

  3. Additional Restrictions.You shall not (i) copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software or Services without the prior written consent of FilmChest Media Group; (ii) sublicense, sublease, lease, lend, assign, sell, resell, license, re-license, distribute, rent, export, re-export, permit concurrent use of or grant other rights in the Software or Services and any attempt by you to take such action shall be void; (iii) 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 or Services by any means whatsoever; (iv) remove or alter any copyright and/or other proprietary notices contained on or in the Software or Services; (v) use the Software or Services for unlawful purposes, including to create or proliferate a virus or to circumvent any copy protection or other digital rights management mechanism, or to facilitate such unlawful purposes. You further represents that you shall not (i) use the Software or Services for any illegal or unauthorized purpose, (ii) transmit worms, viruses or any code of a destructive nature, (iii) display or share Broadcast Content deemed hateful, threatening, pornographic, obscene, abusive, racially or ethnically offensive, libelous or defamatory, or any content that encourages conduct that would be considered a criminal offense or bring forth civil liability, and (iv) shall not attempt to hack, destabilize or adapt FilmChest Media Group's website, the Software (or its source code) or Services (or its source code), or alter another website so as to falsely imply that it is affiliated with FilmChest Media Group.

  4. Automatic Updates. You acknowledge that FilmChest Media Group may automatically issue upgraded versions of the Software and, accordingly, may upgrade the version of the Software that you are using or have installed on your computer. You hereby agree that your computer may automatically request and receive such upgrades or updates from FilmChest Media Group's servers.

  5. Control and Use of Your Computer.You represent and warrant to FilmChest Media Group that you own the computer to which you are downloading any Software, or that you have the legal right to control the use of that computer. You agree to ensure that any other person whom you permit to use the Software or Services will do so in accordance with these Terms of Use. You must delete any Software from the computer if you sell the computer, or if you cease to have the legal right to control use of the computer.

  6. Prevention of Unauthorized Use. FilmChest Media Group reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Software or Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

  7. Broadcast Content.You acknowledge and agree that you are solely responsible for Broadcast Content and the consequences of posting or publishing them. By uploading and publishing Broadcast Content, you affirm, represent, and warrant that: (1) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize FilmChest Media Group and FilmChest Media Group users to use and distribute the Broadcast Content, as necessary to exercise the licenses granted by you herein and in the manner contemplated by FilmChest Media Group and these Terms of Use, including payment of any and all fees and expenses related thereto; and (2) the Broadcast Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person. VIOLATORS OF THESE THIRD-PARTY RIGHTS MAY BE SUBJECT TO CRIMINAL AND CIVIL LIABILITY. FILMCHEST MEDIA GROUP RESERVES ALL RIGHTS AND REMEDIES AGAINST YOU AND ANY OTHER USERS WHO VIOLATE THESE TERMS OF USE.

  8. Limited License Grant to FilmChest Media Group and FilmChest Media Group Users. By distributing or disseminating Broadcast Content, you hereby grant to FilmChest Media Group a worldwide, non-exclusive, transferable, assignable, fully paid-up and royalty-free, license to display, perform, reproduce and distribute the Broadcast Content through the Services and any successor versions thereof for so long as you use the Services to distribute or disseminate such Broadcast Content. In addition, you acknowledge and agree that FilmChest Media Group may serve, or have third parties serve, advertisements on the pages upon which the Broadcast Content is displayed and performed. In addition, by distributing or disseminating Broadcast Content, you hereby grant to each user of the Software and Services a limited, non-exclusive license to access and use the Broadcast Content through their use of the Software and/or Services.

  9. Broadcaster Submissions Disclaimer. You understand that when using the Services you will be exposed to Broadcast Content from a variety of sources, and that FilmChest Media Group is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Broadcast Content. You further understand and acknowledge that you may be exposed to Broadcast Content that is 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 FilmChest Media Group with respect thereto. FilmChest Media Group does not endorse any Broadcast Content or any opinion, recommendation or advice expressed therein, and FilmChest Media Group expressly disclaims any and all liability in connection with Broadcast Content. If notified by a FilmChest Media Group user or a content owner of Broadcast Content that allegedly does not conform to these Terms of Use, FilmChest Media Group may investigate the allegation and determine in its sole discretion whether to remove the Broadcast Content, which it reserves the right to do at any time and without notice. For clarity, FilmChest Media Group does not permit copyright infringing activities on the Services.

  10. Subscriptions and Fee Changes.Certain Services, such as by way of example the Personal Channel Service, are offered on an annual subscription basis; provided, that FilmChest Media Group may in its discretion offer any Services, or certain features of the Services, on a free-of-charge basis. If you open a subscription account for a Service that is offered on a subscription basis, you hereby agree to pay all charges to your account, including applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable. FilmChest Media Group reserves the right to change the amount of, or basis for determining, any fees or charges for such Services, and to institute new fees, charges, or terms for the Services effective upon prior notice to our users and/or posting on the FilmChest Media Group website(s), including without limitation for any part of the Services that may have been offered free-of-charge. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription. Failure to cancel your subscription account before the effective date of such new fees, charges or terms will constitute acceptance of such fee change. Fees paid for any Services term are paid in advance and are not refundable in whole or in part unless permitted under these Terms of Use. If you have a balance due on any account, you agree that FilmChest Media Group can charge these unpaid fees to any payment method that you have previously provided.

  11. Payment Terms and Renewals. Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your subscription preferences within the Services, terminate this authorization, or change your selected payment method; provided, however, that such notice will not affect charges submitted before FilmChest Media Group could reasonably act. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you ordered the applicable service. You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle. Your subscription may be automatically renewed and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (i) every month for monthly subscriptions; (ii) upon every one year anniversary for annual subscriptions; or (iii) such other periodic rate you have selected from among the options offered on the Services. Alternatively, FilmChest Media Group may provide notice to you that you must renew your subscription at the end of each such period. Following FilmChest Media Group's receipt of a request for early termination of your annual subscription, you will receive a credit equal to a subscription fee prorated to correspond to the number of months remaining in your unused subscription term following (as adjusted to provide FilmChest Media Group with a thirty (30) day notice period). For monthly accounts or other accounts with a periodic subscription cycle of less than one year, there are no refunds for cancellations for periodic charges. For monthly subscriptions, you must cancel your subscription at least five (5) business days prior to the first day of the next calendar month to avoid being charged the renewal fee for such month. For all other subscriptions, you must cancel your subscription at least five (5) business days prior to the first day of the next subscription period to avoid being charged the renewal fee for such subscription period.

  12. Account. When you use the Services and/or download the Software, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to FilmChest Media Group on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify FilmChest Media Group. You may be liable for the losses incurred by FilmChest Media Group or others due to any unauthorized use of your account. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure.

  13. Third-Party Sites, Products and Services; Links. The Services may include links or references to other web sites or services solely as a convenience to users ("Reference Sites"). FilmChest Media Group does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services are solely between you and such advertiser. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK. We encourage you to be aware of when you leave the Services, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

  14. Indemnification and Release. HEREBY AGREE TO (I) RELEASE AND DISCHARGE, AND (II) INDEMNIFY, DEFEND AND HOLD HARMLESS, FILMCHEST MEDIA GROUP, ITS LICENSORS, ITS PARTNERS, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND SUPPLIERS (INCLUDING FILMCHEST MEDIA GROUP, COLLECTIVELY THE "FILMCHEST MEDIA GROUP PARTIES—), FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LIABILITY, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THESE TERMS OF USE OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE SOFTWARE AND/OR SERVICES, OR (D) BROADCAST CONTENT OR OTHER COMMUNICATION SPREAD BY MEANS OF THE SOFTWARE AND/OR SERVICES. If you are a California resident, you hereby waive your rights under California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations waive their rights under all analogous laws, statutes or regulations.

  15. Assignment.You are not allowed to assign these Terms of Use or any rights or obligations hereunder. FilmChest Media Group is allowed at its sole discretion to assign these Terms of Use and any rights hereunder to any third party, without giving prior notice.

  16. Termination and Modification.Upon any violation of any of the provisions of these Terms of Use, your rights to use the Services and Software shall automatically terminate and you shall be obligated to immediately discontinue use of the Services and to uninstall and destroy all copies of the Software. You may terminate these Terms of Use at any time upon written notice to FilmChest Media Group by uninstalling and destroying the Software and discontinuing use of any and all parts of the Services. Without limiting other remedies, FilmChest Media Group may limit, suspend, or terminate these Terms of Use and your use of the Software and/or Services, with immediate effect, automatically and without recourse to the courts, for any reason or for no reason, including without limitation if FilmChest Media Group believes that you are (i) in breach of any of these Terms of Use, (ii) creating problems or legal liabilities (actual or potential), (iii) infringing a third party's intellectual property rights, or (iv) engaging in fraudulent, immoral or illegal activities. In addition to the foregoing, FilmChest Media Group may at any time and from time to time to modify or discontinue, temporarily or permanently, all or any part of the Software and/or Services with or without notice. Neither FilmChest Media Group nor any other FilmChest Media Group Party is under any obligation to preserve, provide access to or return to you any Broadcast Content. Agree that neither FilmChest Media Group nor any other FilmChest Media Group Party shall be liable to you or to any third party for any modification, suspension or discontinuance of the Software and/or Services.

  17. No Warranty. The Software and the Services are being provided to you "AS IS— and "AS AVAILABLE— with no warranties. To the full extent allowed by law, THE FilmChest Media Group PARTIES disclaim all warranties, terms, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including, without limitation, warranties, terms or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, title, non-infringement, and accuracy of information generated. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT FILMCHEST MEDIA GROUP, ITS AFFILIATES AND ITS LICENSORS WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SOFTWARE AND/OR SERVICES. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE AND/OR SERVICES IS TO IMMEDIATELY UNINSTALL THE SOFTWARE AND CEASE USE OF THE SOFTWARE AND SERVICES.

  18. SERVICES AND BROADCAST CONTENT. THE FILMCHEST MEDIA GROUP PARTIES DO NOT WARRANT THAT THE DATA, BROADCAST CONTENT OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SERVICES OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.THE FILMCHEST MEDIA GROUP PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

  19. HARM TO YOUR COMPUTER.YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICES OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

  20. LIMITATION OF LIABILITY. TO THE FULL EXTENT ALLOWED BY LAW, THE FILMCHEST MEDIA GROUP PARTIES DISCLAIM ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, FOR ANY LOSSES, LIABILITIES, CLAIMS OR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, OR ANY OTHER DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE AND/OR SERVICES, THESE TERMS OF USE OR THE PERFORMANCE, SUSPENSION, TERMINATION OR BREACH HEREOF, EVEN IF FILMCHEST MEDIA GROUP OR ANY OTHER FILMCHEST MEDIA GROUP PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE MAXIMUM LIABILITY OF THE FILMCHEST MEDIA GROUP PARTIES FOR DAMAGES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO FILMCHEST MEDIA GROUP, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.THESE DISCLAIMERS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.As some jurisdictions do not allow some of the exclusions or limitations set forth above, some of these exclusions or limitations may not apply to you.In such event the liability will be limited to the maximum extent possible under applicable law. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN FILMCHEST MEDIA GROUP AND RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY REFERENCE SITES.

  21. CLAIMS. YOU AND FILMCHEST MEDIA GROUP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR SOFTWARE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

  22. United States Services. FilmChest Media Group makes no representations that the Services are appropriate or available for use in any location outside the United States.Those who access or use the Software and/or Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations.

  23. BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT FILMCHEST MEDIA GROUP HAS OFFERED ITS SOFTWARE AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS OF USE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND FILMCHEST MEDIA GROUP, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND FILMCHEST MEDIA GROUP. FILMCHEST MEDIA GROUP WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE AND/OR SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

  24. Risk of Use.You specifically acknowledge and agree that (i) none of the FilmChest Media Group Parties shall be liable for Broadcast Content, or submissions, or the conduct of any third party, and (ii) the entire risk arising out of the foregoing, and out of your use of the Software and Services, remains solely with you, to the maximum extent permitted by law.

  25. Feedback.Any comments, suggestions, or feedback relating to FilmChest Media Group's website, the Services or the Software ("Feedback") submitted to FilmChest Media Group shall become the property of FilmChest Media Group.FilmChest Media Group will not be required to treat any Feedback as confidential and without limitation, will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere.FilmChest Media Group will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. Further, you agree that you do not acquire any right in or to FilmChest Media Group's website, the Services or the Software (or any changes, modifications or corrections thereto) by virtue of any Feedback.You acknowledge that you are responsible for whatever material is submitted by you, and you have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

  26. Export.The Software and Services may only be operated, exported or re-exported in compliance with all applicable laws and export regulations of the United States and the country in which you obtained them.The Software and Services is specifically subject to the U.S. Export Administration Regulations; diversion contrary to United States law is prohibited.You may not export, directly or indirectly, the Software, Services or technical data licensed hereunder or the direct product thereof to any country, individual or entity for which the United States Government or any agency thereof, at the time of export, requires an export license or other government approval, without first obtaining such license or approval.

  27. U.S. Government Rights. All Software, Services and technical data are commercial in nature and developed solely at private expense.The software program and documentation are deemed to be "commercial computer software— and "commercial computer software documentation—, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable.Any use, modification, reproduction, release, performance, display or disclosure of the software program and/or documentation by the U.S. Government or any of its agencies shall be governed solely by the terms of these Terms of Use and shall be prohibited except to the extent expressly permitted by the terms of these Terms of Use.Any technical data provided that is not covered by the above provisions is deemed to be "technical data­commercial items— pursuant to DFAR Section 227.7015(a).Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b).

  28. GENERAL.

    1. Notices. FilmChest Media Group may provide you with notices, including those regarding changes to terms and conditions, by email, regular mail or postings on the FilmChest Media Group website or Services. Notice will be deemed given twenty-four (24) hours after email is sent, unless FilmChest Media Group is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the FilmChest Media Group website or Services is deemed given ten (10) days following the initial posting.FilmChest Media Group reserves the right to determine the form and means of providing notifications to our users.

    2. European Union. By using the Software and/or Services, if you are located in the European Union, then you understand and consent to the processing of personal information in the United States.

    3. Ability to Contract. You hereby affirms that you 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 the terms and conditions of these Terms of Use.

    4. Entire Agreement; Other Signed License. These Terms of Use represent the complete agreement concerning the matters covered and, except as set forth in Section (iv) below, may be amended only by a writing executed by both parties.However, if you have in effect a signed agreement with FilmChest Media Group with respect to the license of Software and/or use of Services covered by these Terms of Use, then the terms of that signed agreement shall control your use of the Software and/or Services. If any provision of these Terms of Use is held to be unenforceable, such provision shall be modified only to the extent necessary to make it enforceable and shall not affect the enforceability or validity of the remaining provisions, which shall remain in full force and effect.

    5. Amendments. FilmChest Media Group reserves the right to amend these Terms of Use at any time by publishing the revised Terms of Use on the FilmChest Media Group website. The revised Terms of Use shall become effective within ten (10) days of such publication, unless you expressly accept the revised Terms of Use earlier by clicking on the accept button.Your express acceptance or continued use of the Software or Services after expiry of the notice period of ten (10) days shall constitute your acceptance to be bound by the terms and conditions of the revised Terms of Use.

    6. Waiver. The failure of FilmChest Media Group to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by FilmChest Media Group.

    7. Headings.The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Use, and will not be deemed to limit or affect any of the provisions hereof.

    8. Governing Law and Venue.THESE TERMS OF USE ARE governed by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents, and by the laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to these Terms of Use. You agree that the Services shall be deemed passive Services that do not give rise to personal jurisdiction over FilmChest Media Group, either specific or general, in jurisdictions other than the State of California.The Superior Court of Santa Clara County and/or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over all controversies and disputes in connection herewith, including any controversies or disputes related to the Software, Services or these Terms of Use.