40 Acres and a Mule Filmworks, Inc. (“40 Acres” or “we”) operates 40Acres.com, which is a social networking service that allows Members to create unique personal profiles online in order to find and communicate with others interested in film. The services offered by 40 Acres include any 40 Acres-branded URL (the "40 Acres Website") and any other features, content, or applications offered from time to time by 40 Acres in connection with 40 Acres’s business (collectively, the "40 Acres Services"). The 40 Acres Services are hosted in the United States.
This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the 40 Acres Services. By using the 40 Acres Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the 40 Acres Website, including through a mobile device, or otherwise use the 40 Acres Services without being registered) or you are a "Member" (which means that you have registered with 40 Acres). The term "User" refers to a Visitor or a Member. You are only authorized to use the 40 Acres Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the 40 Acres Website and discontinue use of the 40 Acres Services immediately. If you wish to become a Member, communicate with other Members and/or make use of the 40 Acres Services, you must read this Agreement and indicate your acceptance during the registration process.
This Agreement includes 40 Acres's policy for acceptable use of the 40 Acres Services and Content posted on or through the 40 Acres Services and your rights, obligations and restrictions regarding your use of the 40 Acres Services and Content posted on or through the 40 Acres Services. In order to participate in certain 40 Acres Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from 40 Acres. Unless otherwise provided by the additional terms and conditions applicable to the 40 Acres Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.
40 Acres may modify this Agreement from time to time and such modification shall be effective upon posting by 40 Acres on the 40 Acres Website. Your continued use of the 40 Acres Services after 40 Acres posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
40 Acres reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the 40 Acres Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. 40 Acres expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the 40 Acres Services if 40 Acres determines, in its sole discretion, that you have violated this Agreement or pose a threat to 40 Acres and/or its Users.
1. User Legal Capacity. Representations Regarding Use by Minors
You hereby expressly represent and warrant to 40 Acres that You are legally entitled and authorized to enter into these terms and conditions. If you are under legal age, you may use 40 Acres Content Services only under the supervision of a person with legal capacity (e.g. parents, tutor or legal guardian).
2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the 40 Acres Services or are a Member. 40 Acres may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect.
3. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify 40 Acres 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.
4. Use by Members. The 40 Acres Services are for the personal use of Members and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically endorsed or authorized by 40 Acres. 40 Acres reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the 40 Acres Services, including collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the 40 Acres Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. 40 Acres reserves the right to take appropriate legal action for any illegal or unauthorized use of the 40 Acres Services.
5. Content Posted.
5.1 40 Acres may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of 40 Acres violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. 40 Acres assumes no responsibility for monitoring the 40 Acres Services for inappropriate Content or conduct. If at any time 40 Acres chooses, in its sole discretion, to monitor the 40 Acres Services, 40 Acres nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
5.2 You are solely responsible for the Content that you post on or through any of the 40 Acres Services, and any material or information that you transmit to other Members and for your interactions with other Users.
6. Member Disputes. You are solely responsible for your interactions with other 40 Acres Members. 40 Acres reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members.
7. Disclaimers. 40 Acres is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the 40 Acres Services, whether caused by Users of the 40 Acres Services or by any of the equipment or programming associated with or utilized in the 40 Acres Services and such User Content does not necessarily reflect the opinions or policies of 40 Acres. Profiles and third party applications created and posted by Members on the 40 Acres Website may contain links to other websites. 40 Acres is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by 40 Acres. Inclusion of any linked website on the 40 Acres Services does not imply approval or endorsement of the linked website by 40 Acres. When you access these third party sites, you do so at your own risk. 40 Acres takes no responsibility for third party advertisements or third party applications that are posted on or through the 40 Acres Services, nor does it take any responsibility for the goods or services provided by its advertisers. 40 Acres is not responsible for the conduct, whether online or offline, of any User of the 40 Acres Services. 40 Acres 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 Member communication. 40 Acres 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 40 Acres 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 40 Acres Services. Under no circumstances shall 40 Acres be responsible for any loss or damage, including personal injury or death, resulting from use of the 40 Acres Services, attendance at a 40 Acres event, from any User Content posted on or through the 40 Acres Services, or from the conduct of any Users of the 40 Acres Services, whether online or offline. The 40 Acres Services are provided "AS-IS" and as available and 40 Acres expressly disclaims any warranty of fitness for a particular purpose or non-infringement. 40 Acres cannot guarantee and does not promise any specific results from use of the 40 Acres Services.
8. Limitation on Liability. IN NO EVENT SHALL 40 ACRES 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 40 ACRES SERVICES, EVEN IF 40 ACRES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, 40 ACRES'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 40 ACRES FOR THE 40 ACRES SERVICES DURING THE TERM OF MEMBERSHIP.
9. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. You and 40 Acres agree to submit to the exclusive jurisdiction of the courts located within the State of New York to resolve any dispute arising out of the Agreement or the 40 Acres Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
10. Indemnity. You agree to indemnify and hold 40 Acres, its subsidiaries, and affiliates, and their respective officers, agents, partners 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 40 Acres 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 in this Agreement and/or if any Content that you post on or through the 40 Acres Services causes 40 Acres to be liable to another.
11. Other. This Agreement is accepted upon your use of the 40 Acres Website or any of the 40 Acres Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and 40 Acres regarding the use of the 40 Acres Services. The failure of 40 Acres 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. 40 Acres is a trademark of 40 Acres and a Mule Filmworks, 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.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
