The words “use” or “using” in this Agreement, mean any action by you, an individual (a “user”), directly or indirectly, with or without the aid of a machine or device, by which you (a) access or attempt to access, interact with, use, display, view, print or copy, upload or download content, (b) transmit, receive or exchange data or communicate, or (c) utilize, take advantage of, or interact with the Website or Services.
In order to access and use the Website or Services, we require users to register. As part of the registration process, you must select and provide us with a unique user name. You must choose a password (or we may assign an initial password which we will give you the option to change). Your password must form a unique combination (a “User ID”). We require that you provide your e-mail address. We may request that you provide other information. We may also, from time to time and at any time, provide users with additional codes or passwords necessary to access and use certain Services. Please read our Privacy Statement, which describes the non-public, personally identifiable information (“Personal Information”) we collect, use, disclose, manage and store. Your User ID is personal to you. You may not allow any others to use your User ID under any circumstances. You are responsible for maintaining the confidentiality of your User ID, if any, and are fully responsible for any and all activities that occur under your User ID. We are not liable for any harm caused or related to the theft or misappropriation or disclosure of all or any portion of your User ID, disclosure or your authorization of anyone else to use your User ID. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your User ID or any other need to deactivate your User ID due to security concerns.
We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this Agreement. Your use of the Website or Services after the changes become effective signifies your agreement to be bound by the changes. Check the Service frequently and review the terms and conditions of this Agreement regularly. Remain aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us. We reserve the right to change, modify, withdraw, suspend or permanently discontinue all or any portions of the Website or Service at any time, without any liability or obligation to you, with or without notice.
We respect your privacy and the use and protection of your Personal Information. Please see our Privacy Statement for important information and disclosures relating to the collection and use of your Personal Information in connection with your use of the Website or Services. If you have any questions regarding StudioNow’s privacy practices, you may send your question to us through our Contact Page.
OWNERSHIP AND PROPRIETARY RIGHTS
StudioNow retains all ownership and intellectual property rights to the Website or Services and the underlying programs, processes, methods, etc. You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Website or Services. You may not license, sell, rent, lease, assign, transfer, distribute, display, host, outsource, disclose, permit any timesharing or service bureau use, or otherwise commercially exploit or make the Services or any portion thereof available to any third party except Subscriber Partner Users. You may not remove or modify any program markings or any notice of StudioNow’s intellectual property rights hereunder.
As between StudioNow and you, you retain all ownership and intellectual property rights in and to Subscriber Content as provided for herein. It is understood and agreed that all data provided by you to StudioNow and used in the performance of the Services (collectively, “Subscriber Data”) is furnished to StudioNow by or on behalf of you, and as between StudioNow and you, all ownership rights to that Subscriber Data will remain with you. You hereby grant StudioNow a nonexclusive, limited, revocable, royalty-free license to use the Subscriber Content during the Term of the applicable Agreement for the sole purpose of performing the Services. Except as expressly set forth in herein, StudioNow shall have no right to use, and will not use, Subscriber Content in any manner or for any purpose, for its own benefit, a third party’s benefit or for the benefit of StudioNow’s customers other than you. StudioNow may anonymously aggregate non-identifiable Subscriber Data with non-identifiable anonymous data from other StudioNow Subscribers and third parties to create anonymous aggregated meta-data that does not identify any individual Subscriber or the metrics or information pertaining to any individual Subscriber or its domain (“Aggregated Meta-Data”). You agree that StudioNow will own all right, title and interest in and to Aggregated Meta-Data, and has the sole, exclusive and irrevocable right to maintain, store, use and disclose Aggregated Meta-Data during and after the Term (including without limitation to develop and improve StudioNow’s products and services and to create and distribute reports and other materials). StudioNow will not distribute Aggregated Meta-Data in a manner that personally identifies you, any Subscriber Content or any Subscriber Data. StudioNow shall not be limited in its ability to modify, optimize and improve its products and services as a result of providing the Services.
CLAIMS OF COPYRIGHT INFRINGEMENT AND OTHER VIOLATIONS
If you believe the Website or Services contains elements that infringe your copyrights in your work, please send us a message about it through our Contact Page and read the Notice and Procedure for Making Claims of Copyright Infringement at the end of this document.
If you believe that any Content on the Website or Services (including, without limitation, any Posting) violates any of the terms or conditions of this Agreement, please send us a message about it through our Contact Page. We cannot guarantee that we will respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message.
RULES OF CONDUCT
Your use of the Website or Services is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your User ID. You shall not use, allow, or enable others to use the Website or Services, or knowingly condone use of the Website or Services by others, in any manner that is, attempts to, or is likely to violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person, firm or enterprise.
TERMINATION OF YOUR REGISTRATION
You may terminate your registration and User ID, at any time and for any reason, by requesting a termination through our Contact Page with your username, password, and e-mail address and requesting termination of your registration. We may terminate your use of and registration on the Website, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.
DISCLAIMER AND LIMITATIONS OF LIABILITY
STUDIONOW DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION AND/OR DATA ACCURACY. STUDIONOW DOES NOT WARRANT THAT THE SERVICES PROVIDED BY STUDIONOW OR ANY OF ITS SUBCONTRACTORS WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF ANY DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. STUDIONOW’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, BREACHES OF SECURITY AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS.
You represent and warrant that all Subscriber Content and Subscriber Data includes any and all proprietary notices of third parties, and contains no material that violates the rights of any third party, or that gives rise to any claim of such violation, including, without limitation, claims of libel, slander, defamation, violation of privacy, publicity, identity, or claims of infringement of any trademark, service mark, trade name, copyright, or other proprietary right. You further represent and warrant that your use of the Subscriber Content and/or Subscriber Data does not violate the rights of any third party or give rise to any claim of such violation, including, without limitation, claims of infringement of any trademark, service mark, trade name, or other proprietary right.
You agree to indemnify, defend and hold StudioNow, its Affiliates and its and their respective officers, directors, employees, agents, licensors, representatives, Advertisers, service providers and suppliers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from your use of the Website or Services, your connection to the Website or Services, your violation of any rights of another, any breach or violation of this Agreement by you, or resulting directly or indirectly from your Postings or any Content you provide, submit or make available on or through the Website or your unauthorized use of any Content.
StudioNow reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with StudioNow in the defense of any such claim, action, settlement or compromise negotiations, as requested by StudioNow.
LAW THAT APPLIES TO THIS AGREEMENT; MISCELLANEOUS TERMS
This Agreement, including, without limitation, our Privacy Statement, any Rules and any additional terms and conditions that apply to your use of any specific Service, features and functions, as well as any other documents, policies and provisions we refer to in any of the foregoing, all of which are hereby incorporated by this reference, contains the entire understanding and agreement between you and StudioNow and supersedes any and all inconsistent or other understandings relating to the Website or Services and your use of the Website or Services. This Agreement cannot be modified, changed or terminated, except as specifically described above under the heading “Modifications”.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and this Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Website or Services, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States of America, as applied to contracts made and performed wholly within Delaware.
IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE WEBSITE OR SERVICES OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
Copyright (c) 2006-2016 StudioNow, Inc. – All Rights Reserved.
Notice and Procedure for Making Claims of Copyright Infringement
Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on the Website should be sent ONLY to our Designated Agent.
NOTE: The following information is provided solely for notifying the service providers referenced below that your copyrighted material may have been infringed.
DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OR E-MAIL ABUSE, etc.) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT.
WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE CONTENT IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
Written notification must be submitted to the following Designated Agent:
Service Provider(s): StudioNow, Inc.
Name of Agent Designated to Receive Notification of Claimed Infringement: David Mason
Full Address of Designated Agent to Which Notification Should be Sent:
4017 Hillsboro Pike, Suite 418. Nashville, TN. 37215
Telephone Number of Designated Agent: (866) 423-2510
E-mail Address of Designated Agent: firstname.lastname@example.org
Under Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:
(1) An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;
(2) Identification of the copyrighted work (or works) that you claim has been infringed;
(3) A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);
(4) A clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material;
(5) Your name, address, telephone number, and e-mail address;
(6) 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
(7) 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.