PLEASE READ THESE STUPEFLIX TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THE WEBSITE LOCATED AT https://studio.stupeflix.com/ (“WEBSITE”). STUPEFLIX S.A.S. AND ITS AFFILIATES (COLLECTIVELY, “STUPEFLIX”) PROVIDE THIS WEBSITE AND THE SERVICES TO YOU, YOUR EMPLOYEES, AGENTS AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY, “YOU”) SUBJECT TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE OR SERVICES IN ANY MANNER.
This Agreement was last updated on February 1st, 2013.
There are two general types of users, registered users that have registered with Stupeflix ("Registered Users"), and visitors of the Website ("Unregistered Users"), using the Website without having registered with Stupeflix.
The Website makes available to Registered Users the ability to upload their photographs, graphics, text, video clips, audio or musical content (“Content”) to have Stupeflix automatically create a video (“Video”) using the Content (“Services”).
Registered Users include (1) paid members that have registered with Stupeflix for a PERSONAL or PERSONAL HD plan to obtain the “Personal License” (as defined in Section III.A) ("Personal License Users"); (2) paid members that have registered with Stupeflix for a PRO plan to obtain the “Commercial License” (as defined in Section III.A) ("Commercial License Users"); (3) paid members that have registered with Stupeflix for a RESELLER plan to obtain the “Resell License” (as defined in Section III.A) ("Resell License Users"); and (4) users that have registered with Stupeflix for a GUEST plan to obtain the Personal License (as defined in Section III.A) ("Guest Registered Users").
You must complete the registration process by providing Stupeflix with true, current, complete and accurate information as prompted by the applicable registration form, and You will maintain and promptly update such information to keep it true, current, complete and accurate. You grant Stupeflix the right to independently verify any information that You post on the Website about Yourself, although Stupeflix does not routinely undertake any verification and does not have the obligation to do so. During the registration process, You may choose a password. You are responsible for maintaining the confidentiality of any password(s) You are given to access any part of the Website, and You are fully responsible for all activities that occur under Your password(s) and account, and agree to notify Stupeflix immediately of any unauthorized use of Your account or any other breach of security. Stupeflix will not be liable for any loss that You may incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by Stupeflix or any other party due to someone else using Your account or password. You may not use anyone else's account at any time, without the permission of the account holder. If You provide any information that is false, inaccurate, out of date or incomplete, or Stupeflix has reasonable grounds to suspect that such information is false, inaccurate, not current or incomplete, Stupeflix may suspend or terminate Your account and refuse any and all current or future use of the Services or any portion thereof. Stupeflix reserves the right to constitute classes of users of the Website, granting access to certain areas of the Website only to certain users. Always use caution when giving out any personally identifiable information about Yourself or Your children in any Services. Stupeflix does not control or endorse the content, messages or information found in any Services and, therefore, Stupeflix specifically disclaims any liability with regard to the Services and any actions resulting from Your participation in any Services.
Stupeflix will provide the Services to You for the fees described on the Website (“Fees”). The Fees are either per Video, or per monthly paid subscription to a plan, or per yearly paid subscription to a plan, and there are four types of paid plans: PERSONAL, PERSONAL HD, PRO and RESELLER.
The “Personal License” Fees allow You to use the Videos solely for Your personal, informational, and non-commercial use, and You may not sell, rent, lease, assign or transfer the Videos to any other person or business.
The “Commercial License” Fee allows You to use the Videos for any commercial purpose, defined as any use of a Video which directly or indirectly derives a commercial benefit or pecuniary gain for the Commercial License User (“Commercial Purpose”). Commercial License Users may not sell, rent, lease, assign or transfer the Videos to any other business or to any other person for Commercial Purpose. However, You may not use Videos created prior to, after, or outside of Your Commercial License for Commercial Purpose. Your account may be terminated without prior notice or reimbursement if You distribute Videos in violation of this paragraph.
The “Resell License” Fee allows You to use the Videos for any purpose, including the right to sell, rent, lease, assign or transfer the Videos to any other business or to any other person for Commercial Purpose. Videos created prior to, after, or outside of Your RESELL plan membership cannot be used in accordance with the Resell License.
All Fees paid hereunder are refundable only if such refund is requested in writing within three (3) days of payment. Stupeflix may provide You the ability to pay the Fees through a third party service provider such as PayPal. All payments made through the services provided by such service providers are subject to the terms and conditions of such service providers.
All Fees are exclusive of any state, local, and other taxes and charges directly applicable to the Services. You will be responsible for any taxes arising under Stupeflix’s performance of Services under this Agreement (other than income taxes payable by Stupeflix).
Stupeflix may offer sound recordings for synchronization in the Videos. “Track” means any sound recording that Stupeflix offers for use in Videos, and includes the musical composition embodied in such Track. If you elect to have any Track(s) synchronized in any Videos, then you will have a nonexclusive license to reproduce, synchronize, publicly perform, and communicate to the public, the Track(s), as shall be contained in the Videos, over the Internet and on mobile platforms, but, without limitation, You may not use the Track in any Video that is distributed through, or that might be deemed to be for, traditional distribution channels or platforms (such as traditional broadcast television, theatrical release, or DVDs/CDs [except for the limited number of physical copies described in this paragraph below]).
Notwithstanding anything to the contrary in this Agreement, no uses of any Tracks, other than the uses expressly described in this paragraph, are permitted, even if the license for the Video allows broader uses of the Video. Without limiting any other provisions of this Agreement, You may not use the Track in any manner outside the scope of the license herein that governs the Video. You may make up to seventy-five (75) physical copies (e.g., CD, DVD) of the applicable Track, as contained in the applicable Video. Any Track may only be used in Video(s) in which such Track shall have, via the editing tools in the Services, been synchronized. Without limiting any other provisions of this Agreement, in the event that the laws of any jurisdiction require that You (or any other party involved in the exploitation of the Videos) obtain licenses for activities otherwise authorized pursuant to this Paragraph, You shall be responsible for obtaining and timely making all payments concerning such licenses at Your sole cost and expense. If your Video contains a Track, and you wish to make a new version of the Video containing the Track, you may only do so via the tools contained in the Service. You may not make any uses of the Tracks except for the uses expressly allowed in this Agreement. In the event of any breach by You of your license to use the Track, your license to use the Track will automatically terminate. Without limiting any other provisions of this Agreement: (a) You may not (1) use any Track in Videos on television or satellite channels, on pay-per-view, in theatres, etc., (2) use any Track in any manner which would allow other people to download or otherwise extract the Track by itself, (3) remix any portion of any Track, create mashups, speed up or slow down any Track, change the pitch or musical key of any Track, use samples from any Track in other music, change the lyrics (if any), substitute other vocals, extract vocals or music from any Track, or make any other changes to any Track, (4) use the Track apart from as contained in your Video(s), or (5) make a cover version of any Track or create any work derived from the Track; and (b) If You are age 13-17 and You wish to use Tracks in Videos, your parent or legal guardian must also accept the terms of this Agreement. Rumblefish, Inc. (“Rumblefish”) is third party beneficiary of this Agreement, and shall have all rights and remedies that would be available to Stupeflix under this Agreement. Friendly Music® is a registered trademark of Rumblefish.
As a condition of Your use of the Services, You agree that You will not use the Services for any purpose that is unlawful or contrary to this Agreement. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of them. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. The Website is intended solely for users who are 13 years of age or older. Any registration by, use of, or access to the Website by anyone under 13 is unauthorized, unlicensed and in violation of this Agreement. By using the Website, You represent and warrant that You are 13 or older, and that You agree to abide by all of the terms and conditions of this Agreement. Stupeflix may terminate Your use of or access to the Website if we believe that You are under 13 years of age. You must be 18 years of age or older to be a Commercial License User or a Resell License User of the Site. Commercial License Users and Resell License Users warrant to be at least 18 years old and to have the authority to enter into this Agreement. If you do not agree with this Agreement, you must immediately stop using the Website, and Videos created therefrom, for any personal or commercial purposes.
You agree that You will not use the Website or the Services to: (i) pretend to be Stupeflix or someone else, or spoof Stupeflix’s or someone else's identity; (ii) transmit spam, bulk or unsolicited communications; (iii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (iv) collect or store personal data about other users unless specifically authorized by such users; (v) harvest or collect email addresses or other contact information of other users from the Service or the Website by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; (vi) misrepresent Your affiliation with a person or entity; (vii) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; (viii) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (ix) register for a user account on behalf of an individual or entity other than Yourself, except to the extent that You are authorized by an entity to register on such entity’s behalf; (x) upload, post, transmit, share, store or otherwise make publicly available on the Website any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; (xi) solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes; or (xii) upload, post, transmit, share, store or otherwise make available any pictures graphics or videos other than those of persons whose image You are authorized to post. Stupeflix reserves the right at all times to disclose any information as Stupeflix deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Stupeflix’s sole discretion. You agree that Stupeflix would be irreparably harmed by the use, by You or others, of the Website or the Services in connection with the transmission of spam newsgroup postings or unsolicited e-mail in violation of this Agreement, and that Stupeflix is entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). Stupeflix reserves the right to block, filter or delete unsolicited e-mail.
You have sole responsibility for adequate protection and backup of data and/or equipment You use in connection with the Website. Stupeflix may store Your Content and Videos for a limited amount of time. It is Your responsibility to download the Videos immediately after they are created and to back up Your Content.
1. You are solely responsible for all Content that You upload, post or otherwise transmit via the Website or the Services and for the Videos that Stupeflix generates for You on the Website (“User Materials”). You agree not to upload, post, share, distribute, or transmit via the Website or the Services, User Materials that: (a) include unauthorized disclosure of personal information; (b) are inaccurate, unlawful, libelous, deceptive, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable; (c) contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (d) violate or infringe anyone's intellectual property rights. Stupeflix has no obligation to monitor the Services. However, Stupeflix reserves the right to review materials posted to the Services and to remove and/or edit any materials in its sole discretion. You understand that by using the Website, You may be exposed to Content from others that is offensive, indecent or otherwise objectionable.
1. Unless Stupeflix has entered into a separate written agreement with You that explicitly states to the contrary, You agree that any information, feedback, questions, comments or the like that You provide to Stupeflix in connection with this Website or the Services (“Submissions”) will be deemed to be provided to Stupeflix on a non-confidential and non-proprietary basis and will become and remain the property of Stupeflix. Stupeflix has no obligations of any kind with respect to any Submissions and will be free to reproduce, use, disclose and/or distribute any Submissions for any purpose whatsoever, without limitation. You also agree that Stupeflix will be free to use any ideas, concepts or techniques embodied in the Submissions for any purpose whatsoever, including, without limitation, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques without any payment obligation to any party.
2. NEITHER STUPEFLIX NOR ANY OF ITS EMPLOYEES ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN STUPEFLIX’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO STUPEFLIX. PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO STUPEFLIX OR ANYONE AT STUPEFLIX. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT STUPEFLIX MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.
The Website may provide a link to other sites by allowing the user to leave the Website to access third-party material or by bringing the third-party material into the Website via “inverse” hyperlinks and framing technology (each a “Linked Website”). Stupeflix has no discretion to alter, update, or control the content on a Linked Website, and is not responsible if any Linked Website is not working appropriately. Stupeflix is not responsible for webcasting or any other form of transmission received from Linked Websites. Stupeflix provides these links as a convenience only, and Stupeflix’s provision of a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are inherent risks in using, retrieving, or relying upon any information found on the internet, and You are responsible for understanding these risks before using, retrieving, or relying upon any such information from a Linked Website. You acknowledge and agree that Stupeflix is not responsible for the availability of Linked Websites, and is not responsible or liable for any content, advertising, products or other materials on or available from such Linked Websites. Stupeflix will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any Linked Website.
1. All materials contained in the Website are the copyrighted property of Stupeflix, its affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Stupeflix, its affiliated companies and/or third-party licensors. Except as expressly authorized in writing by Stupeflix, You will not reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Stupeflix discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.
2. Stupeflix and its licensors may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Services, including the Web pages that are part of the Services. Except as expressly provided in this Agreement, the provision of the Services and the furnishing of such Web pages to You does not give You any license to these patents, trademarks, copyrights, or other intellectual property. Any rights not expressly granted herein are reserved to Stupeflix and its licensors.
3. "Stupeflix Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Stupeflix uses in connection with its products and services, including but not limited to “Stupeflix.” Stupeflix Trademarks should only be used pursuant to Stupeflix’s trademark usage guidelines. You may not remove or alter any Stupeflix Trademarks, or co-brand Your own products or material with Stupeflix Trademarks, without Stupeflix’s prior written consent. You acknowledge Stupeflix’s rights in Stupeflix Trademarks and agree that any use of Stupeflix Trademarks by You shall inure to Stupeflix’s sole benefit. You agree not to incorporate any Stupeflix Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies. Nothing in this Agreement gives You the right to use any of the Stupeflix Trademarks.
1. Subject to the licenses granted herein, You retain all right, title and interest in and to the Content that You provide to Stupeflix to perform the Services.
2. By placing any Content on the Website or providing any Content to Stupeflix to perform the Services, You represent and warrant that: (a) You are the copyright owner of such Content, or that the copyright owner of such Content has granted You permission to use such Content consistent with the manner and purpose of Your use and as otherwise permitted by this Agreement and the Website; (b) You have the rights necessary to grant the licenses and sublicenses described in this Agreement; and (c) that each person depicted in such Content, if any, has provided consent to the use of the Content as set forth in this Agreement, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Content.
3. You agree to indemnify, defend and hold Stupeflix, and its subsidiaries, affiliates, officers, managers, agents, licensors, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party relating to or arising out of Your Content, Your use of the Website, including any use by Your employees, Your connection to the Website, Your violation of the Agreement, or Your violation of any rights of another. Stupeflix may terminate Your account if Stupeflix, determines in its sole discretion that You have infringed a third party’s intellectual property rights.
1. Stupeflix respects the intellectual property rights of third parties. Stupeflix will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to the following Designated Agent for the Website:
c/o Nicolas Steegmann
Attn: DMCA Claims
49 rue Boursault
2. To be effective, the notification must include the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) 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; (d) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; (e) a statement that the complaining party has 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 (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
1. YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK UNLESS EXPLICITLY STATED OTHERWISE. THE WEBSITE, INCLUDING THE SERVICES AND VIDEOS ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. STUPEFLIX DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. STUPEFLIX MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE OR SERVICES.
2. STUPEFLIX MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF ANY VIRUSES, TROJAN HORSES OR WORMS; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR ANY SERVICES WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE OR SERVICES WILL BE CORRECTED.
3. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE WEBSITE. THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS. STUPEFLIX ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS.
4. STUPEFLIX DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (a) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE WEBSITE BY ANY PARTY; (b) ANY CONTENT PROVIDED ON LINKED WEBSITES; OR (c) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED WEBSITE.
5. STUPEFLIX MAY MAKE CHANGES TO THE WEBSITE, SERVICES, INFORMATION, SOFTWARE, CONTENT, DOCUMENTS, PUBLICATIONS, PRICES, TECHNICAL SPECIFICATIONS, PRODUCT OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS ON THE WEBSITE AT ANY TIME AND WITHOUT NOTICE.
6. OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL STUPEFLIX BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION, PRODUCT OR SERVICE OBTAINED THROUGH THE WEBSITE OR A LINKED WEBSITE. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE, OR OBTAINED FROM A LINKED WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
You may terminate this Agreement for any reason or for no reason at all, at Your convenience, by either providing written notice of termination or closing Your account for any Service for which we provide an account closing mechanism. Stupeflix reserves the right, in its sole discretion, to terminate or suspend Your access to the Services or any portion thereof at any time (i) without notice; (ii) for inactivity, which is defined as failing to sign in to the Services for an extended period of time; or (iii) if You breach or default under any material provision of this Agreement. Stupeflix may refund to You the Fees paid by You in advance of receiving the Services on a pro rata basis if Stupeflix terminates Your access to the Services or any portion thereof without cause.
Upon termination of Your account, Your right to use the Services immediately ceases and You remain liable for all Fees and any other obligations You have incurred through the date of termination for Your use of the Services. In the event that this Agreement is terminated for any reason, Sections IV.F, VI, VII, VIII.B, IX, X, and XI will survive any such termination. Other rights and obligations under the Agreement which by their nature should survive will remain in full effect after termination or expiration of the Agreement.
TO THE FULLEST EXTENT PERMITTED BY LAW, STUPEFLIX, ITS AFFILIATES AND ANY OTHER OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR THE SERVICES, EVEN IF STUPEFLIX HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE OR SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, STUPEFLIX’S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS LICENSORS, TO YOU OR ANY THIRD PARTIES FOR ANY CLAIMS ARISING OUT OF THE USE OF THIS WEBSITE OR THE SERVICES IS LIMITED TO THE AMOUNT YOU PAID STUPEFLIX, IF ANY, FOR ANY PRODUCTS OR SERVICES AVAILABLE THROUGH THE WEBSITE FOR THE SIX MONTH PERIOD BEFORE THE ACT GIVING RISE TO THE CLAIM. TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
California law and controlling U.S. federal law govern any action related to this Agreement and/or Your use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Agreement. You and Stupeflix agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Santa Clara, California, U.S.A. If You access this Website from outside the United States, You are responsible for compliance with local laws.
Stupeflix may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. Stupeflix reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice to You. Stupeflix will not be liable to You or any third party for any modification, suspension, or termination of the Services or loss of related information. Stupeflix may wish to update or change the terms, conditions, and notices for the Website or the Services from time to time to reflect changes in the Website or the Services, changes in the laws affecting the Website or the Services, or for other reasons. You understand that Stupeflix reserves the right to make these changes and that You are responsible for regularly reviewing these terms, conditions, and notices. Continued access to or use of the Website or the Services after any such change shall constitute Your consent to such change. Unless explicitly stated otherwise, any new features that change or improve the Website or the Services shall be subject to this Agreement, as modified from time to time. A printed version of this Agreement and of any notices given in electronic form will 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.
No modification to the Agreement will be binding, unless in writing and signed by an authorized Stupeflix representative. You must not assign or otherwise transfer the Agreement or any right granted hereunder.
You agree that any material breach of Sections III.D., IV or VI of the Agreement will result in irreparable harm to Stupeflix for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Stupeflix will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Stupeflix seeks such an injunction.
Services, Videos, and products derived or obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (i) obtain any export, reexport, or import authorizations required by U.S. or Your local laws; (ii) not provide Services, Videos, or direct products from this Website to prohibited countries and entities identified in the U.S. export regulations.
Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Agreement is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Agreement will remain in full force and effect.
Stupeflix’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Stupeflix’s right to comply with governmental, court, and law enforcement requests or requirements relating to Your use of the Services or information provided to or gathered by Stupeflix with respect to such use.
Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
The relationship of Stupeflix and You established by this Agreement is that of independent contractor, and nothing contained in this Agreement will be construed (i) to give either party the power to direct or control the day-to-day activities of the other; or (ii) to constitute the parties as partners, franchisee-franchiser, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or otherwise give rise to fiduciary obligations between the parties.