Terms of Service
Last revised: 06.26.2014
1. This is a Legal Agreement.
This Terms of Service (“Terms”) is a legal agreement between you and the Velour Media LLC (“Velour”, “we”, “us” or "our") governing your access to and use of the websites and online services that Velour operates and that link to these Terms, including, without limitation, the Velour Content, User Content and any Subscription Services (collectively, our “Services”). Please read the Terms carefully before using our Services. Using our Services indicates that you accept and agree to be bound by the Terms. Do not use our Services if you do not accept the Terms.
Velour may change or modify our Services or the Terms at any time. Such changes, revisions or modifications shall be effective immediately upon being posted in relation to the Services. Any use of the Services by you after we post changes to the Terms constitutes your acceptance of those changes. The date the Terms were last revised will be posted at the top of this document. We encourage you to check for revisions.
You represent that you are at least 13 years old and that all information you submit is correct.
2. Prohibited Content and Activities
You may not access or use, or attempt to access or use, our Services to take any action that could harm us or any person or entity (a “person”), interfere with the operation of our Services, or use our Services in a manner that violates any laws. For example, and without limitation, you may not:
- Impersonate any person or falsely state or otherwise misrepresent your credentials, affiliation with any person or the origin of any information you provide;
- Allow others to use or access your account. You agree to notify us immediately of any unauthorized use of your password and/or account.
- Engage in unauthorized spidering, scraping or harvesting of content or information or use any other unauthorized automated means to compile information;
- Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through our Services;
- Use any device, software or routine to interfere or attempt to interfere with the proper working of our Services or any activity conducted on our Services or attempt to probe, scan, test the vulnerability of or breach the security of any system, device or network;
- Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt or otherwise alter or interfere with (or attempt, encourage, or support anyone else’s attempt to engage in such activities) any of the software comprising or in any way making up a part of our Services. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited;
- Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
- Upload or otherwise transmit any communication, software, or material that contains a virus or is otherwise harmful to Velour’s or its users’ computers, devices or systems; or
- Engage in any other conduct that restricts or inhibits any person from using or enjoying our Services or that, in our sole judgment, exposes us or any of our affiliates, users or any other third party to any liability, damages, or detriment of any type.
Violations of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Services for any or no reason at any time without notice.
3. User Submissions
Certain areas of our Services may enable you to post comments, send emails, or otherwise provide information to Velour or other persons. You remain fully responsible for the materials that you provide to us or others, including without limitation information, audio recordings, photographs, documents, or other materials submitted, posted, uploaded, sent or otherwise transmitted to us or others (“User Content”). You agree not to provide User Content that:
- Infringes on, misappropriates or otherwise violates the copyright, trademark, patent or other intellectual property right of any person;
- Is false, misleading, libelous, slanderous, defamatory, obscene, abusive, hateful or sexually-explicit;
- Violates a person’s right to privacy or publicity;
- Contains advertising or a solicitation of any kind;
- Degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, orientation or identity, disability or other classification;
- Contains epithets or other language or material intended to intimidate or to incite violence; or
- Violates any applicable local, state, national or international law or advocates illegal activity.
If our Services permit you to post or publish User Content, you may only post User Content that is original and that you have the right to post. By submitting User Content, you grant us a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sub-licensable, transferable, license to publish, reproduce, distribute, display, perform, edit, adapt, modify, translate, create derivative works, make, sell, offer for sale, export, and otherwise use and exploit your User Content (or any portion thereof) in any way that we want and in any form, media, or technology now known or later developed. You hereby waive any moral rights you may have in your User Content. You represent that you have obtained all necessary permissions from any person identified in or implicated by your submission (including those shown in photographic content), and, in the case of minors, also from their parents or legal guardians, as appropriate.
We are not obligated to publish or use your User Content. Velour is not in any manner endorsing any User Content or Velour Content that it may publish or post on our Services and cannot, and will not, vouch for its reliability. Velour is not responsible for any User Content or Velour Content and has no duty to monitor the User Content or Velour Content posted on our Services. You use any information contained in User Content or Velour Content at your own risk. Velour and its designees have the right, in their sole discretion, to monitor, review, edit, remove, delete, disable, refuse, restrict or terminate access to your User Content or our Services (in whole or in part) at any time, without prior notice and in our sole discretion, for any or no reason. The obligations that you have to us under these Terms shall survive termination of our Services, any use by you of our Services, any User Content on our Services, or these Terms. You will not continue to post any User Content that Velour has previously advised you not to post.
If you are under the age of 13, you may not submit any User Content to us. If you are under the age of 18 but at least 13 years of age, you may submit User Content only with the permission of and under the supervision of a parent or legal guardian. If you are a parent or legal guardian agreeing to these rules for the benefit of an individual between the ages of 13 and 18, please be advised that you are fully responsible for his or her User Content and any legal liability that he or she may incur.
4. Subscription Services
- Subscription Services. Certain Services may be available only through creation of a subscription account and payment of a fee (“Subscription Services”). Through such Subscription Services accounts, you will have access to the Subscription Services for a fixed term, which will not renew automatically unless otherwise disclosed to you when you pay for the Subscription Services.
- Access Restrictions. You are not authorized to access any Subscription Services unless you have opened a subscription account and paid the appropriate fee, have received access credentials (e.g., a username and password) from us, and are using those access credentials. You may not assist anyone else in accessing Subscription Services on an unauthorized basis, including by sharing your access credentials or providing any content or other materials that you obtained through Subscription Services to third parties. You are responsible for maintaining the confidentiality of your access credentials and for all usage or activity on your Subscription Services accounts, including the use of Subscription Services by any third party authorized by you to use your access credentials. Such responsibility expressly includes any purchases made or other charges incurred on your credit card in connection with your use (or an authorized third party’s use) of the Subscription Services. In the event of any fraudulent, abusive or otherwise illegal activity on your Subscription Services accounts, we may, in our sole discretion, terminate those accounts and refer you to appropriate law enforcement agencies. You may be responsible for damages from any such fraudulent, abusive, or otherwise illegal activity.
- Age and Billing Authorization. By subscribing to a Subscription Service, you confirm that you are at least 18 years of age, that all information you submit is true and correct (including all credit card information) and that you are the authorized holder of the credit card.
- Fees. You agree to pay all subscription fees and other charges to your Subscription Services accounts, including any applicable taxes. Velour and/or the particular service provider reserves the right to change the amount of or the basis for determining any subscription fees or other charges for the Subscription Services and to institute new subscription fees or other charges effective upon prior notice to you.
- Access. Some Subscription Services are accessible only using a particular kind of device, such as a personal computer. You should investigate Subscription Services before you pay for access to them to ensure that they will work with your device because we will not refund any fees you paid if the Subscription Services to which you subscribe are not compatible. Also, certain Subscription Services may not be available for use in every jurisdiction, and we will not refund any fees you paid if the Subscription Services to which you subscribe are not available.
- Suspension or Termination. We may suspend or terminate your access to Subscription Services at any time without notice to you. If we do so, you will not be responsible for fees associated with the Subscription Services after the termination becomes effective, but you will not have any other remedies against us, and we will not issue any refunds. If you have breached or violated any obligation under these Terms, you will not be entitled to any remedy.
- Cancellation and Refund Policy. You can cancel your subscription at any time. To cancel your subscription to Subscription Services, you must first be signed-in. You can reach the Sign-in Page by clicking the "Sign-in" link in the upper right-hand corner of any of our webpages. Enter the email address and password you provided and sign-in. If you do not know or remember the email address used to open your account, you may contact us at email@example.com. Please describe your issue and provide us with your first name, last name, birth year, postal code and country. Once you have successfully signed-in, your name will appear in the upper right-hand corner of every web page. Click on your name link to access your Account Page. Here you can modify your email address, password and cancel your subscription and/or membership. We do not refund or prorate Subscription Services, or any other purchases made through the Services, for any reason. Requests to terminate subscriptions will be effective once the billing period in which we received the cancellation concludes. Your subscriber priviledges will continue until the conclusion of the current billing period unless you elect to also cancel your membership. In that case, your account will be suspended and all access priviledges will immediately cease.
5. Registration for Non-Subscription Services
You may be asked to register for certain activities in connection with our Services other than Subscription Services (see Section 4 for a discussion of Subscription Services). When you register, you agree to provide accurate, current and complete information about yourself as requested or directed and to promptly update this information to maintain its accuracy. Velour has the right to suspend or terminate any account or other registration and to refuse any and all current or future use if it suspects that such information is inaccurate or incomplete. You are responsible for maintaining the confidentiality of any password and username that you are given or select and you are responsible for all activities that occur under your password or account.
6. Intellectual Property
All content, information, materials, computer code and software that are part of our Services other than your User Content (collectively, the “Velour Content”) is the property of Velour or third parties. You may access, use and display our Services on a single computer or device and download and print copies of the Velour Content only for non-commercial, informational, personal use, without modification or alteration in any way and only so long as you comply with these Terms.
- Copyright and Other Intellectual Property Rights. The Velour Content is protected under the copyright laws of the United States and other countries. You acknowledge that all copyrights and other intellectual property rights in our Services are owned by Velour or its third-party licensors to the full extent permitted under the United States Copyright Act and all international copyright laws and all other applicable laws. Unless expressly permitted by an authorized person in writing, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit or in any way use or exploit any part of the Velour Content except that you may make use of the content for educational and non-commercial purposes only, provided that you maintain all copyright and other notices posted along with the Velour Content. To obtain written consent to use a copyrighted work, please contact us using the information in Section 18. Copying or downloading these materials for anything other than your personal use is a violation of these Terms.
- Trade and Service Marks. All rights in product names, the Velour Media name, the Classic Film Club name, the Classic Movie Club name, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of Velour products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Velour or its licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on our Services confers on you any license or right under any patent or trademark of Velour, its affiliates, or any third party. To obtain written permission to use the trade and service mark rights of Velour, please contact us using the information in Section 18.
- Notice of Infringement. Velour respects intellectual property rights. If you believe in good faith that your work has been reproduced or is accessible on the Services in a way that constitutes copyright infringement, please provide our designated agent with the following information in writing to Velour’s Copyright Agent under the Digital Millennium Copyright Act (“DMCA”):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- Identification of the copyrighted work or a representative list of the works claimed to have been infringed;
- Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
- Your name, address, telephone number, and email address, so that we may contact you if necessary;
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
You may notify our designated copyright agent either by mail to Copyright Agent, Velour Media, P.O. Box 693, Corte Madera, California 94976 or via email to firstname.lastname@example.org. Only copyright complaints should be sent to the Copyright Agent. All other feedback or comments should be addressed to email@example.com. You acknowledge that if you fail to comply with all the requirements of this section, your DMCA notice may not be valid.
7. Change or Termination
Velour may change or terminate these Terms for any reason at any time. Velour reserves the right, in its sole discretion, to restrict, suspend or terminate your access to and use of the Services, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination. Velour also reserves the right to seek all remedies available at law and in equity for violations of these Terms. Upon termination, you must cease all use of our Services, including any of the Velour Content.
10. Disclaimer of Warranties
YOUR USE OF THE SERVICES IS entirely AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT OUR services, INCLUDING WITHOUT LIMITATION THE OPERATION OF OUR SERVICES OR THE INFORMATION, MATERIALS, GOODS, OR SERVICES APPEARING OR OFFERED ON OUR SERVICES or WITH RESPECT TO any websites or services linked from our services. OUR SERVICES ARE PROVIDED "AS IS", “with all faults,” AND “AS AVAILABLE.” Without limiting the generality of the foregoing, WE DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
- (I) THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT, no liens and no encumbrances;
- (II) THE WARRANTIES AGAINST infringement, misappropriation or violation of any intellectual property or proprietary rights of any person;
- (III) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE IN TRADE; AND
- (IV) THE WARRANTIES relating to the accuracy, reliability, correctness, or completeness of data or content made available on our SERVICES or otherwise by VELOUR. Further, there is no warranty that our SERVICES will meet your needs or requirements or the needs or requirements of any other person OR THE NEEDS OR REQUIREMENTS SET FORTH IN ANY DOCUMENTATION. WE MAKE NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, THAT OUR SERVICES, INCLUDING WITHOUT LIMITATION THE VELOUR content, FUNCTIONS OR MATERIALS CONTAINED THEREIN, WILL BE TIMELY, SECURE, ACCURATE, ERROR-FREE, COMPLETE, UP-TO-DATE, FREE OF VIRUSES, OR UNINTERRUPTED. VELOUR DOES NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY VELOUR CONTENT OR ANY USER CONTENT, AND WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES IN CONNECTION WITH ANY USER CONTENT OR VELOUR CONTENT. VELOUR makes no representation that our Services are appropriate or available for use outside of the United States. No oral or written information made available by or on behalf of Velour shall create any warranty.
IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED OR STATUTORY WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
11. Exclusive Remedy and Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL VELOUR, its affiliates, or any party involved in creating, producing, or delivering the SERVICES BE LIABLE FOR DAMAGES OR LOSSES INCLUDING WITHOUT LIMITATION direct, incidental, consequential, indirect, special or punitive damages AND LOST PROFITS arising out of THE TERMS OR your access, use, misuse, or inability to use the services, INCLUDING WITHOUT LIMITATION ANY VELOUR content OR USER CONTENT, or any Sites LINKED FROM OUR SERVICES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VELOUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure.
Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, VELOUR’s liability in such jurisdictions shall be limited to the extent permitted by law.
Any claim against us shall be limited to the amount you paid, if any, for use of our Services.
You agree to indemnify, hold harmless and defend Velour, and its affiliates and licensors, and each of their respective officers, directors, contractors, agents, employees, successors and assigns from and against any and all demands, claims, damages, liabilities, judgments, fines, interest, penalties, losses, costs, expenses and harms, including without limitation reasonable attorneys’ fees and fees of other professional advisers, arising out of or in connection with
- (i) your use of the Services (including, without limitation, your User Content and your use of any Velour Content),
- (ii) your online conduct,
- (iii) your violation or breach of these Terms,
- (iv) your failure to comply with any applicable laws or regulations,
- (v) your negligence, willful misconduct, or violations of the intellectual property or other rights of any person, or
- (vi) any of your dealings or transactions with other persons resulting from use of our Services. You shall not settle any such claim without the prior written consent of Velour. These obligations will survive any termination of these Terms.
13. Integration and Severability
These Terms constitute the entire agreement between Velour and you, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
14. No Waiver
Our failure to enforce any provisions of the Terms or respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of the Terms or to act with respect to similar breaches.
15. Assignment and Binding Effects
You must not assign these Terms or any rights or obligations herein without the prior written consent of Velour and any attempted assignment in contravention of this provision is null and void and of no force or effect. Velour has the right to assign these Terms, and any of its rights or obligations herein. These Terms are binding upon each party and its respective successors, heirs, trustees, administrators, executors and permitted assigns.
16. Location, Governing Law, Arbitration and Time Period Limitation for Bringing Claim
These Terms are governed by, and must be construed in accordance with, the laws of the United States and the STATE OF CALIFORNIA, as applicable, without giving effect to their principles of conflicts of law. By using our Services, you waive any claims that may arise under the laws of other states, countries, territories or jurisdictions.
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Velour will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Velour and you agree that all disputes arising under these Terms that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in accordance with the commercial rules of arbitration of the American Arbitration Association of San Francisco, California. The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that Velour may seek any interim or preliminary relief from a court of competent jurisdiction in the U.S. District Court for the Northern District of California or a state court located in Marin County, necessary to protect its rights or property pending the completion of arbitration.
To the extent permitted by law, any claim or dispute under these Terms must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute isn't filed within one year, it is permanently barred.
17. Separate Terms and Conditions
In connection with your use of our Services, you may be asked to consent to policies or terms and conditions in addition to these Terms. Please read these supplemental policies and terms carefully before making any use of such portions of our Services. Any supplemental terms will not vary or replace these Terms regarding any use of our Services, unless otherwise expressly stated.
18. Contact Information
Please direct any questions, complaints or claims related to our Services or your use of the Services or requests to use a copyrighted work or trade or service mark right to firstname.lastname@example.org.