MovieSet Copyright and Conditions of Use

Terms of Use Agreement - Production Tools

Welcome to MovieSet. These are official terms and conditions ("Terms of Use") and form a legally binding agreement between you and MovieSet Inc. ("MovieSet", "we", "us", or "our") regarding your use of the MovieSet Internet web site located at http://www.movieset.com, as well as the associated web pages, services, features and functions made available by MovieSet (individually and collectively, the "MovieSet Services"). "You" (and "Your", as applicable) means the person or entity identified in the registration form accompanying this Agreement. By registering, clicking "I Agree" or otherwise participating in the MovieSet Affiliate Program, You are agreeing to accept these terms. In addition, when You use any current or future MovieSet service You also will be subject to the guidelines and conditions applicable to such service or business.

PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement sets forth the legally binding terms and conditions for Your participation in the MovieSet Affiliate Program. You represent to MovieSet that You are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements, and that You agree to be bound by the following terms and conditions. If You register on behalf of a corporate entity, You represent to MovieSet that You have the authority to bind that entity and Your acceptance of this Agreement will be treated as acceptance by that entity. In that event, "You" and ÒYour" will refer to that business in this Agreement. If you do no accept this Agreement in full, please do not register or participate in the MovieSet Affiliate Program.

1. ELECTRONIC COMMUNICATIONS.

When You visit MovieSet or send e-mails to us, You are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with You by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing.

MovieSet may modify this Agreement from time to time and such modification shall be effective upon posting by MovieSet on the MovieSet Website. You agree to be bound to any changes to this Agreement when You use the MovieSet Services after any such modification is posted. It is therefore important that You review this Agreement regularly to ensure You are updated as to any changes.

2. ELIGIBILITY.

Use of the MovieSet Services and becoming an Affiliate of MovieSet is void where prohibited. By using the MovieSet Services, You represent and warrant that (a) all registration information You submit is truthful and accurate; (b) You will maintain the accuracy of such information; and (d) Your use of the MovieSet Services does not violate any applicable law or regulation.

3. TERM.

This Agreement shall remain in full force and effect while You use the MovieSet Services or are an Affiliate. You may terminate your Affiliate status at any time, for any reason, by following the instructions on your Affiliate Account Settings page. MovieSet may terminate your status as an Affiliate at any time, without warning. Even after your status as an Affiliate is terminated, this Agreement will remain in effect, including sections 5-17.

4. USER ID AND PASSWORD.

When You join the MovieSet Affiliate Program, You will also be asked to choose a User ID and password. You are entirely responsible for maintaining the confidentiality of Your password. You agree not to use the account, username, or password of another Affiliate at any time or to disclose Your password to any third party. You agree to notify MovieSet immediately if You suspect any unauthorized use of Your account or access to Your password. You are solely responsible for any and all use of Your account.

5. THE MOVIESET AFFILIATE PROGRAM.

The MovieSet Affiliate Program allows You to utilize the MovieSet Services and provides You an opportunity to submit, upload, post, display, transmit and/or exchange text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials, messages, transmissions on a MovieSet sitelet (a "MovieSet Sitelet") to share with MovieSet users and these are referred to in this Agreement as "Content" or as "Postings."

Please choose the information You post on your MovieSet Sitelet carefully. Your MovieSet Sitelet may not include the following items: any photographs or video containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other MovieSet Affiliates (for instance, on their Sitelets) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and MovieSet assumes no responsibility or liability for this material. If You become aware of misuse of the MovieSet Services by any person, please contact MovieSet by e-mail.

MovieSet reserves the right at all times, but does not have the obligation, to edit, refuse to post, or to remove any Content or any individual Posting, in whole or part, that MovieSet deems inappropriate for inclusion on a MovieSet Sitelet, for any reason or for no reason.

6. PROPRIETARY RIGHTS IN CONTENT ON MOVIESET.

MovieSet does not claim any ownership rights in the Content that You post to Your MovieSet Sitelet using the MovieSet Services. After posting Your Content to Your MovieSet Sitelet, You continue to retain all ownership rights in such Content, and You continue to have the right to use Your Content in any way You choose. By Posting any Content on or through the MovieSet Services, You hereby grant to MovieSet a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the MovieSet Services.

Without this license, MovieSet would be unable to provide the MovieSet Services. For example, without the right to modify Affiliate Content, MovieSet would not be able to digitally compress video and/or music files that Affiliates submit or otherwise format Content to satisfy technical requirements, and without the right to publicly perform Affiliate Content, MovieSet could not allow Users to view video content, etc., posted by Affiliates. The license You grant to MovieSet is non-exclusive (meaning You are free to license Your Content to anyone else in addition to MovieSet), fully-paid and royalty-free (meaning that MovieSet is not required to pay You for the use on the MovieSet Services of the Content that You post), sublicensable (so that MovieSet is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the MovieSet Services), and worldwide (because the Internet and the MovieSet Services are global in reach). This license will terminate at the time You remove Your Content from the MovieSet Services. The license does not grant MovieSet the right to sell Your Content, nor does the license grant MovieSet the right to distribute Your Content outside of the MovieSet Services.

You grant MovieSet the right to use the name or titles that You submit in connection with such Content. You represent and warrant that You own or otherwise control all of the rights to the content that You post; that the content is accurate; that use of the content You supply does not violate this site's policies and will not cause injury to any person or entity; and that You will indemnify MovieSet or its affiliates for all claims resulting from content You supply. MovieSet has the right but not the obligation to monitor and edit or remove any activity or content. MovieSet takes no responsibility and assumes no liability for any content posted by You or any third party. If You would like to learn more about how we handle Content that You submit, please review our Privacy Notice.

You understand, acknowledge and agree that Postings originating from any User ID are the sole responsibility of the individual or entity associated with that User ID. This means that You, and not MovieSet, are entirely responsible for the consequences of all your Postings on your MovieSet Sitelet. Postings do not reflect the views of MovieSet or any other Affiliates. In no event shall MovieSet or any other Affiliates have or be construed to have any responsibility or liability for or in connection with any Posting whatsoever; provided, however, if we determine, in our sole discretion and judgment, that any Posting does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to Post; (b) remove and delete Postings; (c) revoke your right to use the MovieSet Services; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on MovieSet.

If a Posting originates from You or your User ID, you hereby agree that:

(a) you represent and warrant that (i) the Posting is original to You or fully cleared for use as contemplated herein, (ii) the Posting does and will not, in any way, violate or breach any of the terms of this Agreement, (iii) the Posting does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other right, or contain any matter the publication or sale of which will violate any law, regulation or other governmental requirement or restriction, (iv) the Posting is not obscene or in any other manner unlawful, (v) the Posting shall not be damaging or injurious to MovieSet, any Affiliates or any user, and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Posting; and further that You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by You to or through the MovieSet Services.

(b) if your Posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to place such Posting on Your MovieSet Sitelet and grant MovieSet and Affiliates the right to use such Posting as described above; and

The MovieSet Services contain Content of MovieSet ("MovieSet Content"). MovieSet Content is protected by copyright, trademark, patent, trade secret and other laws, and MovieSet owns and retains all rights in the MovieSet Content and the MovieSet Services

The MovieSet Services contain Content of Users and other MovieSet Affiliates. Except for Content posted by You, You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the MovieSet Services.

7. CLAIMS OF COPYRIGHT INFRINGEMENT AND OTHER VIOLATIONS

If You believe the MovieSet websites contain elements that infringe Your copyrights in Your work, please click on the following link to go directly to our Notice and Procedure for Making Claims of Copyright Infringement and follow the procedures described.

If you believe that any Content on the MovieSet websites (including, without limitation, any Posting) violates any of the terms or conditions of this Agreement please send us a message about it at feedback@movieset.com. We cannot guarantee that we will respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message.

8. FEES.

You acknowledge that MovieSet reserves the right to charge for the MovieSet Services and to change its fees from time to time in its discretion.

9. PRIVACY.

Use of the MovieSet Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

10.DISCLAIMERS.

MovieSet is not responsible for any incorrect or inaccurate Content posted on the MovieSet Website or in connection with the MovieSet Services, whether caused by Users of the MovieSet Services or by any of the equipment or programming associated with or utilized in the MovieSet Services. Sitelets created and posted by Affiliates on the MovieSet Website may contain links to other websites. MovieSet is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by MovieSet. Inclusion of any linked website on the MovieSet Services does not imply approval or endorsement of the linked website by MovieSet. When You access these third-party sites, You do so at Your own risk. MovieSet takes no responsibility for third party advertisements which are posted on this MovieSet Website or through the MovieSet Services, nor does it take any responsibility for the goods or services provided by its advertisers. MovieSet is not responsible for the conduct, whether online or offline, of any User of the MovieSet Services. MovieSet assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Affiliate communication. MovieSet is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the MovieSet Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the MovieSet Services. Under no circumstances shall MovieSet be responsible for any loss or damage, including personal injury or death, resulting from use of the MovieSet Services, attendance at a MovieSet event, from any Content posted on or through the MovieSet Services, or from the conduct of any Users of the MovieSet Services, whether online or offline. The MovieSet Services are provided "AS-IS" and as available and MovieSet expressly disclaims any warranty of fitness for a particular purpose or non-infringement. MovieSet cannot guarantee and does not promise any specific results from use of the MovieSet Services.

11.LIMITATION ON LIABILITY.

IN NO EVENT SHALL MOVIESET BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF MOVIESET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MOVIESET'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MOVIESET FOR THE MOVIESET SERVICES DURING THE TERM OF AFFILIATESHIP.

12.DISPUTES.

If there is any dispute about or involving the MovieSet Services, You agree that the dispute shall be governed by the laws of the Province of British Columbia, Canada, without regard to conflict of law provisions and You agree to exclusive personal jurisdiction and venue in the provincial courts of British Columbia.. Either MovieSet or You may demand that any dispute between MovieSet and You about or involving the MovieSet Services must be settled by arbitration utilizing the dispute resolution procedures of the British Columbia International Commercial Arbitration Centre in Vancouver, BC, Canada, provided that the foregoing shall not prevent MovieSet from seeking injunctive relief in a court of competent jurisdiction.

13.INDEMNITY.

You agree to indemnify and hold MovieSet, its subsidiaries, and affiliates, and their respective officers, agents, Affiliates and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your use of the MovieSet Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of Your representations and warranties set forth above and/or if any Content that You post on the MovieSet Website or through the MovieSet Services causes MovieSet to be liable to another.

14.OTHER.

This Agreement is accepted upon Your use of the MovieSet Services and is further affirmed by You becoming an Affiliate. This Agreement constitutes the entire agreement between You and MovieSet regarding the use of the MovieSet Services. The failure of MovieSet to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. MovieSet is a trademark of MovieSet Inc. This Agreement operates to the fullest extent permissible by law.

If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE MOVIESET SERVICES WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Please contact us at: info@movieset.com with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.