Terms of Service

1. Introduction
2. Account/personal information
3. Privacy
4. Conditions of Use
   • Links to third party sites
   • User messaging
5. Subscription & Service Fees
6. Content
7. Copyright
8. Proprietary Rights of RightsTrade
9. Termination and account cancellation
10. Disclaimer of warranties
11. Indemnity
12. Permitted Users of the Site
13. Notice
14. Governing Law; Disputes

Last Modified: January 7th, 2020

Introduction

RightsTrade LLC and its affiliates (hereafter referred to as “RightsTrade”, “we”, “us”, or “our”) welcome you to www.rightstrade.com, and any other websites, online locations and mobile applications (collectively, the “Site”), through which RightsTrade provides an online marketplace for film, TV and digital media rights licensing and other services to users (collectively, the “Services”).

By using the Site, you acknowledge that you have read and agree to these Terms of Service (“Terms”) and the Privacy Policy and agree that these Terms will bind you and will apply whenever you access or use the Site or the Services, whether or not you become a registered user of the Services. These Terms will also apply to your use of the tools we make available to interact with the Site and the Services. You acknowledge and agree that these Terms form an agreement that is as effective as if you had signed it. If at any time you do not agree to these Terms, please do not access, use or browse the Site or any of its content.

YOUR ACCESS TO AND USE OF THE SITE AND ITS CONTENT IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS AND RIGHTSTRADE’S PRIVACY POLICY AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOUR PERMISSION TO ACCESS OR USE THE SITE IS AUTOMATICALLY AND IMMEDIATELY REVOKED.

RightsTrade may revise or update these Terms from time to time. You should check the Terms regularly for updates. You can determine when the Terms were last revised by referring to the “Last modified” legend at the top of this page. Any material changes in these Terms take effect upon the Last modified date, unless we provide notice or have other communications with you. Each time you access, use or browse the Site, you signify your acceptance of the then-current Terms.

If you accept or agree to these Terms on behalf of a company, legal entity, association, partnership or other entity (“Company”), you represent and warrant that you have the authority to bind that Company to these Terms and, in such event, “you”, “your” or “user” will refer and apply to that Company. Even if you are using the Site or the Services on behalf of a Company, you agree that you, as an individual, are bound by these Terms and the Privacy Policy.

These Terms and the Privacy Policy constitute the entire and exclusive understanding and agreement between RightsTrade and you regarding the Site and the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between RightsTrade and you.

You may not assign or transfer your rights or obligations under these Terms, by operation of law or otherwise, without RightsTrade’s prior written consent. Any attempt by you to assign or transfer your rights or obligations under these Terms, without such consent, will be null and void and of no effect. RightsTrade may assign or transfer its rights and obligations under these Terms, or any portion thereof, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. There are no third party beneficiaries to these Terms or the Privacy Policy.

Certain areas of the Site (and your access to or use of certain aspects or portions of the Services) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions (“Additional Terms”). If there is a conflict between the terms and conditions of these Terms and terms and conditions of any Additional Terms, the terms and conditions of the Additional Terms will take precedence with respect to your use of or access to that area of the Site or the Services.

If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. RightsTrade’s failure to enforce any right or provisions in these Terms will not constitute a waiver of such or any other provision. Headings are for reference only and in no way define, limit, construe or describe the scope or extent of such section.

RightsTrade shall not be liable or responsible for any delay or failure to perform resulting from causes outside its reasonable control or unforeseen circumstances such as acts of nature or God, fire, flood, earthquake, accidents, strikes, war, terrorism, governmental act, failure of or interruption in common carriers (including without limitation Internet service providers and web hosting providers) or utilities, or shortages of transportation facilities, fuel, energy, labor or materials.

No joint venture, partnership, employment, or agency relationship exists between you and RightsTrade as a result of agreeing to the Terms or using the Services.

Account/personal information

To use all features of the Site and the Services you may be required to register for an account (“Account”). To do so, you may be asked to confirm your consent to these Terms and the Privacy Policy, and to enter certain information, such as your first and last name, job title, role, country, and email address, among other things (“Account Information”). In addition to Account Information that is required to create an Account, you may also have the option to include additional information as part of your Account Information at your discretion. You may be asked to create a password and user name, and to answer security questions or provide other information to protect the security of your account (“Account Details”). Do not reveal your Account Details to anyone else. You are solely responsible for maintaining your Account Details and the confidentiality and security of your Account and for all activities that occur on or through your Account, including, without limitation, those related to data privacy, domestic and international communications and the transmission of technical or personal data. You agree to immediately notify RightsTrade of any security breach of your Account. RightsTrade shall not be responsible for any losses arising out of the unauthorized use of your Account. RightsTrade is authorized to act on instructions received through use of your Account, and is not liable for any loss or damage arising from your failure to comply with this Section. You represent that all information you provide in connection with your account is truthful and accurate.

When you associate with a Company through your Account, you represent that you currently work for or are associated with such Company in the manner in which you indicate and that you have the authority from that Company to identify yourself as working for or otherwise associated with the Company in the manner in which you do. Certain users of the Site or the Services (“users”) will become administrators with the rights to create and/or modify company profiles on the Site (each a “Company Profile”) and to accept or reject other users from associating with the Company through their Account (“Company Administrator”). Company Administrators also agree to contact RightsTrade to withdraw a Member’s affiliation with a Company if the Member is no longer working for or associated with such Company. If a Company Administrator is no longer working for or associated with the relevant Company for which he or she is an administrator for, such user agrees to promptly notify RightsTrade of same. RightsTrade reserves all rights to designate, remove and/or add Company Administrators. Each Company Administrator represents that it has the authority to act as an administrator for such company and to act on behalf of the company and to undertake the responsibilities of Company Administrator specified in these Terms.

Each user registered for an Account (“Member”) shall: (i) preserve and maintain his/her password confidential and secret by taking preventive actions such as logging out of his/her Account after using any of the Services; (ii) notify RightsTrade immediately of any unauthorized use of any password or Account or any other known or suspected breach of security related to the Site or the Services; (iii) report to RightsTrade immediately and use reasonable efforts to stop immediately any use, copying, or distribution of Site content or the Services in violation of these Terms that is known or suspected by you; (iv) authorize any other individual to use or access his/her Account; and (v) not impersonate another RightsTrade user or provide false identity information to gain access to or use the Site and the Services.

If you lose or forget the password to access your Account, please follow the instructions on the Site to obtain a new password.

Unless you are the Company Administrator, the association of your Account with a Company will require the prior consent of the Company Administrator. Each Account may only be associated with one email address and one Company. You may only have multiple accounts associated with more than one Company, if you provide separate email addresses and receive the required permission(s) from the relevant Company Administrators.

Each Company represents that: (i) any user that is acting on its behalf, including, without limitation, who enters into any agreements for Services in exchange for subscription or other fees, has the legal capacity to have the Company bound by these Terms; (ii) the Company Administrator, has the required permission from the Company to act as the Company Administrator and to undertake the responsibilities of Company Administrator specified in these Terms; (iii) the data provided by users claiming an association to the Company is accurate, complete and up to date; (iv) the information included in the Company Profile is truthful and accurate; and (v) the Company’s employees and other users under its control shall comply with these Terms. It is the Company’s responsibility to accurately manage the Member affiliations to their Company and to cause the Company Administrator to perform its obligations pursuant to these Terms.

RightsTrade may at its discretion vet certain Members and Companies to ensure the accuracy of Company Profile information and Account Information. Should you be selected to be vetted, you expressly agree that RightsTrade has the right, but not the obligation, to undertake all legal measures to ensure the accuracy of Company Profile information or your Account information, including, without limitation, to conduct internet searches, utilize internet databases and third party vendors, and contact the Company with which you claim affiliation.

You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Account Information if you are an individual, and Company Profile information, if you are a Company or a Company Administrator.

Privacy

Our Privacy Policy is a part of the Terms and its terms are incorporated herein by this reference. If you do not agree with the Privacy Policy, you are not authorized to use the Site. Please read it now https://www.rightstrade.com/Pages/Public/Legal.aspx?p=privacy.

Conditions of Use

You understand and agree that you are solely responsible for compliance with any and all local, state, federal, provincial, national, or other law or regulation, or any applicable rule, code, regulation or order of a court, administrative agency or other governmental body (collectively, “Law”) that may apply to your use of the Site, its content, and the Services.

You agree that the following actions are prohibited and constitute a material breach of these Terms. This list is not meant to be exhaustive, and RightsTrade reserves the right to determine what types of conduct it considers to be inappropriate use of the Site, its content, or the Services. In the case of inappropriate use, RightsTrade may take such measures as it determines in its sole discretion.

By way of example, and not as limitation, you agree that you will not and will not cause, advocate, encourage, or assist any third party to:

• Upload, post, publish, submit, transmit, distribute or otherwise make available on or through the Site (collectively, “submit”) any User Content, as defined below, in an inappropriate category or areas on the Site or the Services.
• Use the Site or Services for any purpose or to take any action in violation of any Law.
• Violate RightsTrade’s policies or defame, abuse, harass, stalk, threaten or otherwise violate or infringe the rights of any other user or third party, including without limitation, their intellectual property, privacy, publicity or contractual right, or impersonating anyone else or misrepresenting your identity or affiliation.
• Provide false, inaccurate, or misleading information as to the origin of your User Content.
• Transfer your Account to another party without our consent.
• Register for an Account on behalf of an individual other than yourself.
• Misrepresent any person or Company or otherwise misrepresent yourself or your affiliation with any person or Company.
• Use the Site or the Services to advertise or solicit others to purchase any product or service that is not related to the Services or User Content (unless you are an official RightsTrade partner or advertiser and have a written agreement with RightsTrade) or for any commercial or other purposes that are not expressly permitted by these Terms, including, without limitation, distributing bulk unsolicited email messages (sometimes called “spam”) promotional materials, pyramid schemes, chain letters, or similar forms of unauthorized advertising or solicitation.
• Access the Services if you are our direct competitor, except with our prior written consent, or access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, including, but not limited to, building a competitive product or service.
• Recruit or otherwise solicit any user, including, without limitation, any Member, to join third party services or websites that are competitive to the Site or the Services without our prior written approval.
• Copy, adapt, modify, prepare derivative works based upon, distribute, aggregate, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, the Services, or any element thereof, or another user’s User Content, except as expressly permitted in these Terms or in any Additional Terms.
• Use the Site for unauthorized framing or linking, or via automated devices, bots, agents, crawl, scraping, scripts, intelligent search or any similar means of access to Site content.
• Submit viruses, mal-ware, or any other technologies, including without limitations, cancel bots, Trojan horses, harmful code, corrupted files, flood pings, denial-of-service attacks, packet or IP spoofing, that may harm RightsTrade, or the interests or property of users.
• Use any device, software or routine or the like to interfere or attempt to interfere with any Site functionality or attempt to access any area of the Site to which your access is not authorized or RightsTrade’s computer systems, or the technical delivery systems of RightsTrade’s providers.
• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by RightsTrade or any of RightsTrade’s providers or any other third party (including, without limitation, another user) to protect the Site, its content, the Services or User Content.
• Take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure or that otherwise may adversely affect performance of the Site or restrict any other user or RightsTrade from using or enjoying the Site or the Services.
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or the Services.
• Systematically retrieve data or other content from our Site or the Services to create, or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise.
• Harvest or otherwise collect information about others, including, without limitation, email addresses or other contact information, without their consent, or hack or violate any security measures or the Site or the Services.
• Falsify or delete any author attributions, legal or other notices, or proprietary designations or labels of origin or source.
• Use the Site or the Services to conduct or promote fraudulent schemes, multi level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures.
• Engage in any other action that, in the judgment of RightsTrade, exposes it or any third party to potential liability or detriment of any type.

If you suspect the existence on the Site or through the Services of any content that violates any part of these Terms or if you access any other illicit or harmful content on the Site or through the Services, please notify us immediately by sending an e-mail to info@rightstrade.com.

RightsTrade will have the right to investigate and prosecute violations of any of the above or any other provisions of these Terms to the fullest extent of the Law. RightsTrade may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that RightsTrade has no obligation to monitor your access to or use of the Site, the Services or User Content or to review or edit any User Content, but has the right to do so for any purpose, including, without limitation, operating the Site and the Services, to ensure your compliance with these Terms, or to comply with applicable Law. RightsTrade reserves the right, at any time and without prior notice, to remove or disable access to any User Content that RightsTrade, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or the Services.

All rights not expressly granted by RightsTrade are hereby reserved.

a. Links to third party sites

RightsTrade is not responsible for the content of third-party websites that you reach through links on the Site, sites framed within the Site, or third-party advertisements on the Site. You acknowledge and agree that RightsTrade is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by RightsTrade of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites. Any transaction that you conduct at a third-party website will be between you and the party providing that website. This means that RightsTrade is not your agent and is not a party to any transaction at a third-party website. We encourage you to review all the terms, rules and policies of each third-party website that you visit.

You commit not to create hyperlinks to illicit or harmful links vis-à-vis RightsTrade or other users. You also commit to obtain any and all necessary authorizations from third parties in order to create any hyperlinks.

b. User Messaging

As part of the regular use of the Site and the Services, you agree to receive communications from other users related to the Services and business opportunities generated through the Site and the Services.

When communicating with other users, you agree to represent yourself or your Company accurately and that you will not impersonate any other person or Company.

You agree that you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act of 2003 and any rules or regulations adopted under such act (the “CAN-SPAM Act”)) of any message sent by you using the Site or the Services.

When sending any kind of notifications or messages, including but not limited to screening invites, through the Site or the Services, you are responsible for ensuring that your use of the Site and the Services do not generate a number of spam or other complaints in excess of industry norms. We may terminate your access to or use of the Site and the Services if we determine that your level of messaging or notifications through the Site or the Services is higher than industry norms, as determined by us in our sole discretion. We reserve the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email and/or other unauthorized email, messages or campaigns from entering, utilizing or remaining within the Site or the Services.

You agree not to send messages through the Site or the Services to distribution lists, newsgroups, publicly available press or media addresses or purchased email addresses, unless you have received prior written permission to send such messages and the specific content therein from all applicable parties that would have a right to object to such message, including, without limitation, the current owner(s) of each address to which you are sending your message.

You agree that any message sent through using the Site or the Services will comply with all applicable Laws, including, without limitation, the CAN-SPAM Act.

You agree that you shall not utilize the Site or the Services to send any message the primary purpose of which is a commercial electronic mail message (as such term is defined in the CAN-SPAM Act) to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting.

Subscription & Service Fees

RightsTrade offers a range of Services. Access to certain Services will require users to purchase a subscription or to pay other fees. Services and content availability on the Site may be subject to usage limits.

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are non-cancellable and all amounts paid are nonrefundable. Payments not received within thirty (30) days of the due date as detailed at the time you place your order may result in discontinuation of certain Services, or any part thereof, and/or the discontinuance, suspension, deletion or termination of your Account, or other action determined in RightsTrade’s sole discretion.

You shall not circumvent or manipulate our fee structure, the billing process, or fees owed to RightsTrade or use the Site or the Services to complete a transaction independent of the Site or the Services, or otherwise circumvent the obligation to pay any fees related to RightsTrade’s provision of the Services. To the extent that you violate the terms contained in the immediately preceding sentence, you expressly agree that you will still be liable to RightsTrade for all amounts that would have been due and payable to RightsTrade had you not violated the terms contained in the immediately preceding sentence.

You also are responsible for any fees or charges incurred to access the Site through an Internet access provider or other third party service. As between the parties, You, and not RightsTrade, are responsible for paying any amounts billed to your credit card by a third party which were not authorized by you. Please note that RightsTrade cannot control any fees that may be charged to a user by his or her bank related to RightsTrade’s collection of fees or charges, and RightsTrade disclaims all liability in this regard.

By placing an order on the Site you represent that you have the authority to both place and direct payment for the order. If you are paying for your order via credit/charge card, you represent that you are an authorized user of the credit/charge card and authorize RightsTrade or its designee to charge the credit/charge card you provided in the amount specified at checkout prior to completion of the order. You agree not to dispute the payment with your credit card company, so long as the transaction corresponds to the terms provided to you at the time you placed your order.

You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. RightsTrade cannot and does not offer tax-related advice to any user of the Site and Services, including, without limitation, Members.

You understand and agree that you are responsible for any fees from banks, collection agencies and other financial intermediaries incurred by RightsTrade on your behalf as part of your use of the Site or the Services, and that you will pay such amounts to RightsTrade in addition to any other fees and charges due.

Content

By uploading Your Titles to the Site, you grant RightsTrade a world-wide, royalty-free, fully paid-up license to distribute such titles via our secure screening services to other Site Users as authorized by you and other members of your company. RightsTrade is the sole owner of the right to screen the Titles on the Site.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and the Services (“Feedback”). You may submit Feedback by emailing us at info@rightstrade.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of RightsTrade and you hereby irrevocably assign to RightsTrade and agree to irrevocably assign to RightsTrade all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.

Copyright

In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, RightsTrade will respond appropriately to claims of copyright infringement committed using the Site and the Services.

If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site and the Services by completing the following DMCA Notice of Alleged Infringement and delivering it to RightsTrade’s Designated Copyright Agent, as specified below. Upon receipt of the Notice as described below, RightsTrade will take whatever action, in its sole discretion, it deems appropriate, including, without limitation, removal of the challenged material from the Site and the Services.

DMCA Notice of Alleged Infringement (“Notice”)

1. Identify the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
2. Identify the material that you claim is infringing (or to be the subject of infringing activity) and that you are requesting to be removed or access to which you are requesting to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of where such material may be found.
3. Provide your mailing address, telephone number, and, if available, email address.
4. Include the following statement in the body of your notice: “I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.”
5. Include a statement in the body of the notice, made under penalty of perjury, that the information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright or intellectual property owner’s behalf.
6. Provide the full legal name and an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest

Deliver this Notice, with all items completed, to RightsTrade’s Designated Copyright Agent:

Copyright Agent
c/o RightsTrade, LLC.
11846 Ventura Boulevard
Studio City, CA 91604
info@rightstrade.com

Proprietary Rights of RightsTrade

You acknowledge and agree that, as between RightsTrade and you, all right, title and interest in and to the Services, the Site and content on the Site, with the exception of the User Content which is subject to the license provisions previously specified, including without limitation any patents, copyrights, trademarks, trade secrets, inventions, know how, or any other intellectual property rights, are owned exclusively by RightsTrade or its licensors, are valid and enforceable, and are protected by United States intellectual property laws and other applicable laws. You agree that you will not modify, decompile, disassemble, reverse engineer or create derivative works of the Site or any portion thereof.

Copyright: All content on the Site, with the exception of the User Content, such as text, graphics, videos, logos, icons, images, media, data, audio, animation, software and other information and materials (“RightsTrade Content”), is the copyright and property of RightsTrade or its licensors and content suppliers and protected by U.S. and international copyright laws. Permission is granted to electronically copy and print hard copy portions of the Site solely for your own information and personal non-commercial use. Any other use, including without limitation the reproduction, modification, distribution, transmission, publication, display, performance filtering, altering, framing or linking or commercial exploitation of the RightsTrade Content, is strictly prohibited.

Trademarks: The trademarks, service marks, logos, slogans, trade names and trade dress used in the RightsTrade Content is proprietary to RightsTrade or its licensors. Unauthorized use of any trademark of RightsTrade or its licensors may be a violation of applicable trademark laws. Any third party names or trademarks referenced in the Site do not constitute or imply affiliation, endorsement or recommendation by RightsTrade of the third parties, or by the third parties of RightsTrade.

Termination and account cancellation

You may cancel your Account at any time by sending an email to info@rightstrade.com.

In the event of account cancellation, deletion or termination for any reason, all of your Account Information and User Content may no longer be available. RightsTrade shall not be responsible for the loss of such content. Please note that if your RightsTrade account is cancelled, deleted or terminated, we do not have an obligation to delete, maintain, return or otherwise provide you with any of your Account Information or User Content.

RightsTrade reserves the right to, and you agree that RightsTrade may at any time, in its sole discretion, immediately and without notice, suspend, discontinue, or terminate your Account access to the Site, Services or any part thereof, or to block or remove any User Content, for any reason or no reason, with or without cause, including, without limitation, any breach by you of these Terms or any third-party claim relating to any User Content you submit. You agree that RightsTrade shall not be liable to you or any third party for any such suspension, discontinuance or termination. If we suspend, discontinue or delete your account for any reasons, you may not create another account or re-register for the Services. RightsTrade may block your email address and Internet protocol address to prevent further registration.

Both in the event RightsTrade terminates these Terms, or your access to our Site or Services, or suspends, discontinues, deletes or otherwise terminates your Account or you opt to cancel your Account, you will remain liable for all amounts due hereunder or otherwise due to RightsTrade. If we suspend, discontinue, delete or otherwise terminate your Account due to your breach of the Terms, you will not be refunded any fees you have prepaid relating to the Site or the Services. In no event will suspension, discontinuance, deletion or other termination of your Account relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of same.

Disclaimer of warranties

THE SITE AND ITS CONTENT AND ALL INFORMATION, CONTENT, SERVICES, PRODUCTS AND ACTIVITIES OFFERED, CONTAINED IN OR ADVERTISED ON THE SITE, INCLUDING, WITHOUT LIMITATION, TEXT, VIDEO, GRAPHICS AND LINKS, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIGHTSTRADE AND ITS LICENSORS, LICENSEES, SUPPLIERS, VENDORS, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBSIDIARIES, SERVICES PROVIDERS, SUCCESSORS, ASSIGNS, AND OTHERS ACTING IN CONCERT WITH ANY OF THE FOREGOING (COLLECTIVELY, “INDEMNIFIED PARTIES”), DISCLAIM ANY AND ALL CONDITIONS, GUARANTIES, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SUITABILITY, FREEDOM FROM COMPUTER VIRUS, ACCURACY, RELIABILITY, SAFETY, NON-INTERRUPTION, PERFORMANCE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR COMPLIANCE WITH APPLICABLE LAW, WITH RESPECT TO THE SITE AND ITS CONTENT AND ALL INFORMATION, CONTENT, SERVICES, PRODUCTS AND ACTIVITIES OFFERED, CONTAINED IN OR ADVERTISED ON THE SITE, INCLUDING, WITHOUT LIMITATION: (A) THE TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES; (B) THE USE OF THE SITE OR THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA: (C) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (D) ANY USER CONTENT, RIGHTSTRADE CONTENT OR OTHER CONTENT ON THE SITE OR AVAILABLE THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE; (E) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (F) ERRORS OR DEFECTS WITH THE SITE OR THE SERVICES WILL BE CORRECTED; (G) THE SITE, THE SERVICES OR THE SERVER(S) THAT MAKE THE SITE AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (H) THE SERVICES WILL BE PERMITTED IN YOUR JURISDICTION; OR (I) RIGHTSTRADE WILL CONTINUE TO SUPPORT ANY PARTICULAR FEATURE OF THE RIGHTSTRADE SERVICES. YOUR USE OF THE SITE, THE SERVICES AND ANY CONTENT PROVIDED THROUGH SAME, IS ENTIRELY AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO INSURE THAT ANY USER CONTENT THAT YOU SUBMIT OR DOWNLOAD, AND THAT YOUR ACCESS AND USE OF THE SITE AND THE SERVICES, IS FREE OF VIRUSES OR OTHER HARMFUL CODE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIGHTSTRADE AND THE OTHER INDEMNIFIED PARTIES DISCLAIM ANY AND ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER THEORY ARISING OUT OF OR IN CONNECTION WITH THE SITE OR SERVICES, OR THE USE, INABILITY TO USE OR PERFORMANCE OF, OR THE INFORMATION, CONTENT, PRODUCTS, SERVICES, ACTIVITIES OR MATERIALS AVAILABLE FROM OR THROUGH THE SITE OR THE SERVICES. IN NO EVENT SHALL RIGHTSTRADE OR THE OTHER INDEMNIFIED PARTIES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR OR RESULTING FROM THE USE OF INABILITY TO USE THE SITE OR THE SERVICES, ANY GOODS OR SERVICES PURCHASED THROUGH THE SITE OR THE SERVICES, OR TRANSACTIONS ENTERED INTO THROUGH THE SITE; ANY LOSS OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF A USER’S TRANSMISSIONS OR DATA LOSS OF PROFITS; LOSS OF GOODWILL; BUSINESS INTERRUPTION; COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; OR LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE; EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT, OR BREACH OF WARRANTY, AND EVEN IF RIGHTSTRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR THE EXISTENCE OF ANY LIMITED REMEDY.

EACH USER IS RESPONSIBLE FOR THE USER’S HARDWARE, DATA AND SOFTWARE AS WELL AS THE CONNECTION TO THE NETWORK ENABLING THE USER TO HAVE ACCESS TO THE SITE AND THE SERVICES. LIKEWISE, RIGHTSTRADE SHALL NOT BE HELD LIABLE FOR POSSIBLE DETERIORATIONS OF THE COMPANY’S EQUIPMENT, SOFTWARE OR DATA DUE TO THE USE OF OUR SERVICES. RIGHTSTRADE MAY MAKE CHANGES TO THE SITE, SERVICES OR CONTENT OR FEATURES OF THE SITE AT ANY TIME.

ALSO, IN NO EVENT WILL RIGHTSTRADE OR ANY OTHER INDEMNIFIED PARTY BE LIABLE TO YOU AND/OR ANY AGENCY FOR ANY AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY RIGHTSTRADE FROM YOU FOR ACCESS TO ANY OF THE SERVICES AVAILABLE AT THE SITE DURING THE YEAR PRIOR TO YOUR CLAIM.

YOU UNDERSTAND AND AGREE THAT RIGHTSTRADE IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN YOU AND OTHER USERS. RIGHTSTRADE HAS NO CONTROL OVER THE CONDUCT OF USERS OF THE SITE AND THE SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. LIKEWISE, RIGHTSTRADE DISCLAIMS ANY LIABILITY ASSOCIATED WITH WEBSITES AND RESOURCES OUTSIDE OF THE SITE AND THE SERVICES, EVEN IF LINKED TO FROM THE SITE OR THE SERVICES. RIGHTSTRADE EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY.

BY USING THE SITE OR THE SERVICES, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER USERS OR OTHER THIRD PARTIES WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR USERS OR OTHER THIRD PARTIES WHO CAUSED YOU HARM AND YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON, OR SEEK ANY LEGAL REMEDY FROM RIGHTSTRADE WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.

YOU ACKNOWLEDGE AND AGREE THAT RIGHTSTRADE DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USER, INCLUDING WITHOUT LIMITATION, ANY MEMBER. RIGHTSTRADE HAS NO OBLIGATION TO SCREEN OR MONITOR ANY USER CONTENT AND DOES NOT GUARANTEE THAT ANY CONTENT AVAILABLE ON THE RIGHTSTRADE SERVICE COMPLIES WITH THESE TERMS OR IS SUITABLE FOR ALL USERS.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, BUYERS AND SELLERS OF RIGHTS TO THE TITLES. YOU UNDERSTAND THAT RIGHTSTRADE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR THE SERVICES. RIGHTSTRADE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO SELLERS AND BUYERS OF RIGHTS TO THE TITLES.

THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS, THE SITE AND THE SERVICES. ABSENT SUCH LIMITATIONS, RIGHTSTRADE WOULD NOT PROVIDE YOU WITH THE SITE OR THE SERVICES.

THIS FOREGOING DISCLAIMER SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnity

FAILURE TO USE THE SITE AND SERVICE IN ACCORDANCE WITH THESE TERMS MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES.

BY USING THE SITE OR THE SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY, DEFEND AND HOLD RIGHTSTRADE AND THE OTHER INDEMNIFIED PARTIES HARMLESS WITH RESPECT TO ANY LOSS, LIABILITY, DEMAND OR EXPENSE OR CLAIM, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND THE COST OF ANY INVESTIGATIONS, MADE BY YOU OR ON YOUR BEHALF OR BY ANY THIRD PARTY DUE TO, RELATING TO OR ARISING OUT OF YOUR BREACH OF THESE TERMS OR VIOLATION OF APPLICABLE LAW OR RIGHT OF RIGHTSTRADE OR A THIRD PARTY, YOUR USE OF OR RELIANCE ON THE SITE OR THE SERVICES, YOUR USER CONTENT, ANY ACTIVITY RELATED TO YOUR ACCOUNT OR ANY OTHER PERSON ACCESSING THE SITE OR THE SERVICES USING YOUR ACCOUNT, AND/OR YOUR INTERACTIONS OR TRANSACTIONS WITH ANY USER .

YOU MAY NOT SETTLE ANY DISPUTE WITHOUT OUR PRIOR CONSENT, WHICH MAY ONLY BE GIVEN IN NON-ELECTRONIC WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF RIGHTSTRADE.

Permitted Users of the Site

In consideration of your use of the Site, you represent that you are of an age to form a legal binding contract and you are not prohibited from receiving the services under the laws of the United States or any other applicable jurisdiction.

The Site is directed to persons 13 years of age or older and the Services on the Site are directed to persons 18 years of age or older. RightsTrade and the Site do not knowingly collect information from children under age 13. If you are under age 13, you are not permitted to use the Site or to submit any personally identifiable information to the Site. If you provide information to RightsTrade through the Site, you represent that you are 13 years of age or older. If you are between 13 and 17 years of age, when you visit, browse and use the information on the Site, you represent that you have the permission of a parent or guardian to do so and who agrees to these Terms on your behalf.

Notice

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by RightsTrade (i) via email (in each case to the address that you provide with your Account Details) or (ii) by posting to the Site.

Any notice provided by email will be deemed delivered on the date and at the time transmitted. You may give notice to RIGHTSTRADE (such notice shall be deemed given when received by RIGHTSTRADE) at any time by electronic mail to info@rightstrade.com.

If you do not wish to deal with us electronically, you should not use the Site or the Services.

If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so.

NOTICE REQUIRED BY CALIFORNIA LAW

Pursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice:

The name, address and telephone number of the provider of the Services is Cinelytic RightsTrade LLC, 9255 W Sunset Blvd, Suite 1100, West Hollywood, CA 90069, (818) 762-5811. Complaints regarding the Service or requests to receive further information regarding use of the Services may be sent to the above address or to info@rightstrade.com

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210.

Governing Law; Disputes

These Terms, your use of the Site or the Services, any transactions conducted thereby, is governed by the law of the state of California, without giving effect to its or any other jurisdiction’s conflict of law provisions, provided that all matters relating to arbitration, shall governed by the Federal Arbitration Act.

RightsTrade reserves the right to take steps RightsTrade believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms. You agree that RightsTrade has the right, without liability to you, to disclose any Account Details, Account Information and/or User Content to law enforcement authorities, government officials, and/or a third party, as RightsTrade believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms (including but not limited to RightsTrade’s right to cooperate with any legal process relating to your use of RightsTrade and/or a third-party claim that your use of RightsTrade is unlawful and/or infringes such third party’s rights).

You and RightsTrade agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site (collectively, “Disputes”) will be settled by confidential and binding arbitration in Los Angeles, California, rather than in court, except that RightsTrade retains the right to seek injunctive or other equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement to post a bond or other security or proving damages are sufficient, in a court of competent jurisdiction. YOU ACKNOWLEDGE AND AGREE THAT YOU AND RIGHTSTRADE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. You agree that to the fullest extent permitted by law: (1) no claims by you shall be joined with any other and you agree not to participate in any claim brought by others; (2) YOU HAVE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE LITIGATED OR ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; and (3) you have no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

The arbitration will be administered by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect, except as modified by this Section. The award of the arbitration will be binding and may be entered as a judgment in any court of competent jurisdiction. Any action to enforce an arbitration award will be brought in a federal or state court located in Los Angeles County, California. Each party hereby irrevocably submits to the personal jurisdiction of the federal and state courts in Los Angeles County.

The Site is directed to individuals residing in the United States. Those who choose to access the Site from locations outside the United States do so on their own initiative, and are responsible for compliance with local laws if and to the extent applicable. RightsTrade does not represent that the Services, the Site or its content, are appropriate outside the United States. Access to the Site or the Services from jurisdictions or territories where the content of this Site is illegal or penalized is prohibited.