Terms of Service

Updated October 27, 2014

The Jukin Media, Inc. (“Jukin Media”) community is based on the idea that video creators should be compensated for the licensing of their compelling videos, and that industry professionals should have a simple process for selecting the videos that they want to license for their programming. Subject to our Terms of Service, Jukin Media is a hassle-free resource for entertainment industry professionals looking for content.

Agreement to Terms of Service

The policies below are applicable to the web site located at www.JukinMedia.com, its operational host Jukin Technologies, Inc., and each of their respective affiliates, parents, subsidiaries, licensees, websites, and assigns (collectively hereinafter referred to, alternatively, as “Jukin Media,” the “Site,” “we,” “us,” “our” or similar identifying pronouns). Please read these Terms of Service carefully to ensure your legal, safe, and enjoyable use of the Site. They contain the legal terms and conditions that govern your use of the services provided to you by the Site and are a binding agreement with you, just as if you had signed this document. In using the Site, you affirm that you are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and you are fully able and competent to enter into, abide by and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service.

License to Use Site

As long as you comply with these Terms of Service, Jukin Media grants you a personal, non-exclusive, non-transferable, limited license to enter and use the Site and the services provided. This license is for the sole purpose of enabling you to use and enjoy the benefits of the services Jukin Media provides, subject to and in accordance with these Terms of Service. You may not copy, modify, distribute, sell or lease any part of our services or our Site or its software, nor may you reverse engineer or attempt to extract the source code or source hyperlinks of that software, nor may you use any information contained within the Site to independently approach third parties. Jukin Media reserves the right, at its discretion, to modify, change, remove, update or add to these Terms of Service at any time without notice. It is your responsibility and obligation to review these Terms of Service periodically for changes. Unless otherwise specified, such changes shall be effective when they are posted, and your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. Your access or use of the Site constitutes your agreement to be bound by these Terms of Service, the Jukin Media licensing terms (as applicable) and the terms and conditions of our Privacy Policy, as posted on this Site and which are incorporated herein by reference, including any changes that exist when you re-access this Site (whether or not you have chosen to register as a member of the Site). BY USING THE SITE, YOU AGREE TO THESE TERMS OF SERVICE; IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THE JUKIN MEDIA LICENSING TERMS, THE PRIVACY POLICY OR ANY OTHER GUIDELINES OR RULES POSTED ON THE SITE, THEN DO NOT USE THIS SITE.

Ownership of Site; Site Content

All text, software, user interfaces, visual interfaces, graphics, photographs, artwork, trademarks, logos, sounds, music, video, computer codes and other audio-visual material (collectively, “Content”) contained on the Site, including but not limited to the design, structure, coordination, selection, expression, and arrangement of such Content, is controlled, owned, or licensed by or to Jukin Media, as further set forth in these Terms of Service, and is protected by copyright, trademark and various other intellectual property and unfair competition laws.

Except as expressly provided in these Terms of Service, no part of the Site and no Content may be used in any way without Jukin Media’s express prior written consent, including without limitation the copying, publicly display, reproduction, republishing, posting, uploading, transmitting, or distributing in any method or manner to any other device, computer, web site or other platform or medium. The unauthorized copying and distribution (including without limitation downloading, uploading, file serving, file "swapping" or other similar activities) of any such Content or materials constitutes copyright infringement under the U.S. Copyright Act and international copyright laws, and Jukin Media and its third party licensors and suppliers will enforce such rights to the full extent of the law. Violation of these terms shall be assumed to have been willful.

Jukin Media, Jukin Technologies, JukinMedia.com and other Jukin Media graphics, logos and service names are registered or otherwise protected trademarks or service marks (“Trademarks”). These Trademarks many not be used in connection with any product or service that is not owned or operated by Jukin Media or in any manner that is likely to cause confusion among customers or in any other manner that disparages or discredits Jukin Media. All other trademarks, branding and logos not owned by Jukin Media that appear on this Site are the property of their respective owners who may or may not be affiliated with, sponsored by or connected to Jukin Media, and Jukin makes no warranty as to these other trademarks, branding and logos.

Jukin Media reserves the right to do any of the following, at any time, without notice: (1) modify, terminate, or suspend access/operation to the Site, or any portion of the Site, for any reason; (2) modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, technical updates or other changes.

User Conduct

You agree that all the information and Content downloaded, viewed, screened or accessed will be used only for informational and/or evaluation purposes. You acknowledge and agree that you may be charged customary and reasonable fees for downloading Content, separate to and regardless of whether you actually license the Content. YOU AGREE THERE SHALL BE NO COMMERCIAL EXPLOITATION OR USE, DIRECTLY OR INDIRECTLY, OR ANY OTHER UNAUTHORIZED USE (WHETHER COMMERCIAL OR NON-COMMERCIAL) OF ANY CONTENT AVAILABLE ON THIS SITE WITHOUT A SEPARATE FULLY EXECUTED LICENSE AGREEMENT BY AND BETWEEN JUKIN MEDIA AND YOU AUTHORIZING SAME. In case of circumvention, you agree and acknowledge that a breach of this Terms of Service agreement by you would cause Jukin Media irrevocable injury and damage that cannot be adequately compensated by damages in an action at law. You therefore expressly agree that, without limiting Jukin Media’s rights and remedies at law, including without limitation the right to seek damages for any such breach by you, Jukin Media shall further be entitled to injunctive and other equitable relief to prevent and/or cure any breach or threatened breach of this agreement, without proof of actual damages. In addition, you agree to indemnify and hold Jukin Media harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable outside attorney's fees, arising out of or resulting from your unauthorized use of any Content on the Site (including, but not limited to, your editing thereof).

Restriction On Use of Site

You may not use the Site, or any Content, to obtain or attempt to obtain any documents, materials, videos, sound bites or information through any means not purposely made available or designed through the Site. You may not attempt to gain unauthorized access, by hacking, password “mining” or any other illegitimate means to any portion or feature of the Site, or any other systems or networks connected to the Site, or to any of the services offered on or through the Site. You may not scan, probe or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not trace, seek, or reverse look-up any information on any other user of or visitor to the Site, or exploit the Site or any service or information made available or offered by or through the Site, in any manner where the purpose is to reveal information, including personal identification or information, other than your own as provided for by the Site and its Privacy Policy. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or with any other person’s use of the Site. You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of Jukin Media, its suppliers or others. Posting of unsolicited advertisements or repeat bulk-style communications anywhere on the Site is prohibited. Using our Site does not give you ownership of any intellectual property rights in our Site or the Content you access. You may not use Content from our Site unless you obtain permission from Jukin Media or are otherwise permitted by law.

Monitoring

Use of the Internet subjects parties to a certain amount of inherent risk. Jukin Media has no obligation to monitor the use of the Site or to verify, warrant, or vouch for the accuracy and quality of the information that users may acquire. Internet users must exercise their own best judgment in relying on information obtained from the Internet, including the Site. Jukin Media bears no responsibility for information or communications downloaded, posted or otherwise added to its Site by third parties, regardless of how inaccurate, unsuitable, offensive, or illegal. Notwithstanding the foregoing, Jukin Media reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Site for operational and other purposes. During monitoring, information may be examined, recorded, copied, and used for authorized purposes in accordance with our Privacy Policy. It is your responsibility to familiarize yourself with our Privacy Policy. Use of the Site constitutes consent to such monitoring and use. We further reserve the right at all times to remove any information or materials, in whole or in part, that in our sole and absolute discretion are objectionable or in violation of these Terms of Service and/or our Privacy Policy.

Copyright Infringement; Digital Millennium Copyright Act

Jukin Media does not permit copyright infringement on the Site and will remove any infringing content if we receive notice that such content infringes on another's intellectual property rights. Jukin Media further reserves the right to terminate accounts or access to the Site in the case of repeat infringers.

If you are a copyright owner or an agent thereof and believe that any content on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

§ The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

§ Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

§ 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;

§ Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

§ A statement that you have 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

§ A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you fail to comply with all of the requirements set forth herein, your DMCA notice may not be valid. Notice can be submitted to Jukin Media’s designated Copyright Agent at [email protected]

If a counter-notice is received by the Copyright Agent, Jukin Media may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Jukin Media’s sole discretion.

Disclaimer of Warranties

WE SOMETIMES PROVIDE LINKS TO INTERNET SITES MAINTAINED BY THIRD PARTIES ("THIRD PARTY SITES") AND MAY FROM TIME TO TIME PROVIDE THIRD PARTY MATERIALS ON THIS SITE. NEITHER THIS SITE, JUKIN MEDIA, JUKIN TECHNOLOGIES NOR ITS AFFILIATES OR SUPPLIERS NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, OPERATE, CONTROL OR ENDORSE IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES ON THESE THIRD PARTY SITES. THIS SITE, THE MATERIALS AND PRODUCTS AVAILABLE IN OR ACCESSIBLE THROUGH THIS SITE, AND THE THIRD PARTY SITES ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SUCH MATERIALS AND PRODUCTS, OR IN THE SERVICE, WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, INCLUDING STORAGE SERVICES AND THEIR CONTENTS, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE MATERIALS IN THE SERVICE OR IN THIRD PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, COMPLETENESS OR OTHERWISE.

Limitation of Liability

Your communications with, business dealings with, or participation in promotions of merchants found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such merchant. You understand and agree that any content downloaded or otherwise obtained through the use of this Site is done at your own risk and that you will be solely responsible for any damage done to your computer system or loss of data that results from the download of such content. We will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, content downloads or as the result of the presence of such merchants on the Site. You assume all risk of errors and/or omissions on the Site and any Third Party Sites, including the transmission or translation of information. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Site and any Third Party Sites, including the information contained therein, and for maintaining any means that you may require for the reconstruction of lost data or subsequent manipulations or analyses of the information provided hereunder. You acknowledge and agree that your use of the Site and any Third Party Sites, and any information sent or received in connection therewith, may not be secure and may be intercepted by unauthorized parties. YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY.

In no event shall the Site, Jukin Media, Jukin Technologies, its parent, affiliates or subsidiary companies or their respective directors, officers, employees, agents, affiliates or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential or other damages arising out of or in any way connected with the use of the Site or with the delay or inability to use the Site, or for any information, software, products and services advertised in or obtained through the Site, our removal or deletion of any materials or records submitted or posted on the Site, or otherwise arising out of the use of the Site, whether based on contract, tort, strict liability or otherwise, even if Jukin Media, Jukin Technologies or any of its subsidiary companies, affiliates or suppliers has been advised of the possibility of damages. This waiver applies, without limitation, to any damages or injury arising from any failure of performance, error, omission, interruption, deletion, defect, incomplete ownership or invalid license, delay in operation or transmission, computer virus, file corruption, communication-line failure, network or system outage, theft, destruction, unauthorized access to, alteration of, or use of any record. You specifically acknowledge and agree that Jukin Media, Jukin Technologies, its parent or subsidiary companies, affiliates or suppliers shall not be liable for any defamatory, offensive or illegal conduct of any user of the service. While some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, you are consenting by these Terms of Service to personal jurisdiction in California.

Indemnification

You agree to defend, indemnify and hold harmless the Site, Jukin Media and Jukin Technologies, its parent, affiliates or subsidiary companies and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (i) your access to or use of this Site; (ii) your violation of these Terms of Service (including without limitation the Licensed Rights or any License Agreement); (iii) your violation of any third party right, including without limitation any intellectual property right, property or privacy right; or (iv) any claim that your use of the site or its Content caused damage to you or a third party. You agree that we may at any time and without notice, suspend or terminate your access to this Site if you fail to comply with these Terms of Service or applicable law.

Child Protection Notification

This Site contains some content that might be deemed unsuitable to minors. This Site is intended for a mature audience and parents who find any material on this site unsuitable for their children are encouraged to utilize parental control services. Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.

Violation of These Terms of Service

You may use our Site only as permitted by law. As further set forth in our Privacy Policy, you agree and acknowledge that Jukin Media may preserve any communication and information made or disclosed by you through the Site, and Jukin Media reserves the right to disclose any such communication or information that Jukin Media deems necessary (i) to comply with any applicable law, regulation, legal process or governmental authority; (ii) to enforce these Terms of Service; (iii) to respond to claims that any such data violates the rights of others; or (iv) to protect the rights, property or personal safety of Jukin Media, Jukin Technologies, its affiliates, parent, subsidiaries, suppliers and their respective directors, officers, employees and agents and/or users of or visitors to the Site, and the public.

You also agree that Jukin Media may, in its sole discretion and without prior notice, suspend or terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Service or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice and will cause irreparable harm to Jukin Media for which monetary damages would be inadequate, and you consent to Jukin Media obtaining any injunctive or equitable relief that Jukin Media or its counsel deems necessary in such circumstances. These remedies are in addition to any other remedies Jukin Media may have at law or in equity.

If Jukin Media does take any legal action against you as a result of your violation of these Terms of Service, Jukin Media will be entitled to recover from you, and you agree to pay, all attorneys’ fees and costs of such action, in addition to any other relief granted. You agree that Jukin Media will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Service or as a result of technical problems or modifications to the Site or as otherwise required by law.

Assignment

These Terms of Service and any rights and licenses granted by you hereunder (including without limitation the Licensed Rights) may not be transferred or assigned by you, but may be assigned by Jukin Media without restriction.

Governing Law; Dispute Resolution

You agree that: (i) the Site and all services provided shall be deemed solely based in California; and (ii) the Site and all services provided shall be deemed a passive website that does not give rise to personal jurisdiction over Jukin Media, Jukin Technologies, its parent, affiliates or subsidiary companies and their respective directors, officers, employees and agents, in jurisdictions other than California. You agree these Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Although you acknowledge that we will have the ability to enforce our rights in any court of competent jurisdiction, you hereby consent to the personal jurisdiction and exclusive venue in Los Angeles, California, U.S.A., regarding any and all disputes relating to these Terms of Service or your access to or use of the Site, including without limitation use of Content. You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in this agreement are material terms of this agreement and that they have been taken into account in the decision by us to provide the Site to you hereunder. Except in instances where Jukin Media deems it necessary to seek injunctive or other equitable relief (and as otherwise set forth in these Terms of Service), the parties hereby agree to submit any disputes or controversies between them to binding arbitration in Los Angeles, California in accordance with the rules of the American Arbitration Association. All rights to recover consequential, incidental and/or punitive damages are waived by you. In the event of any dispute, you shall not be entitled to and hereby waive all right to any equitable relief whatsoever, including the right to rescind this Terms of Service agreement , or to enjoin, restrain or interfere in any manner with the Site. The prevailing party shall be entitled to its reasonable outside attorneys’ fees and costs, including its share of the arbitration costs, from the losing party. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.

If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. This agreement, the Privacy Policy and any other posted operating rules constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party and no waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.