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Dropout — Viewer Terms of Service Agreement
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| 8 | |||||
| 9 | # Viewer Terms of Service Agreement | ||||
| 10 | |||||
| 11 | Last updated: Nov 4, 2024 | ||||
| 12 | |||||
| 13 | Dropout.tv | ||||
| 14 | |||||
| 15 | Viewer Terms of Service Agreement | ||||
| 16 | |||||
| 17 | Last Updated: October 8, 2025 | ||||
| 18 | |||||
| 19 | Please read this Terms of Service agreement (the “ Terms of Service ”) carefully | ||||
| > | . This website and its subdomains (collectively, the “ Website ”), the informati | ||||
| > | on on the Website, any Dropout application (each, an “ App ”), and the services | ||||
| > | and resources available or enabled via the Website or an App (each a “ Service ” | ||||
| > | and collectively, the “ Services ”), are controlled by Connected Ventures, LLC | ||||
| > | (“ Dropout ”). These Terms of Service, along with all supplemental terms that ma | ||||
| > | y be presented to you for your review and acceptance (collectively, the “ Agreem | ||||
| > | ent ”), govern your access to and use of the Services. By clicking on the “I Acc | ||||
| > | ept” button, completing the account registration process, browsing the Website, | ||||
| > | downloading or using an App, or otherwise accessing or using any of the Services | ||||
| > | , you represent that (1) you have read, understand, and agree to be bound by the | ||||
| > | Agreement; (2) you are of legal age to form a binding contract with Dropout; an | ||||
| > | d (3) you have the authority to enter into the Agreement personally or on behalf | ||||
| > | of the legal entity identified during the account registration process, and to | ||||
| > | bind that legal entity to the Agreement. The term “ you ” refers to the individu | ||||
| > | al or such legal entity, as applicable. If you, or if applicable, such legal ent | ||||
| > | ity, do not agree to be bound by the Agreement, you, and if applicable, such leg | ||||
| > | al entity, may not access or use any of the Services . | ||||
| 20 | |||||
| 21 | IF YOU SUBSCRIBE ANY FEATURE OR FUNCTIONALITY OF THE SERVICES FOR A TERM (THE “ | ||||
| > | INITIAL TERM ”), YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL | ||||
| > | PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT DROPOUT’S THEN-CURRENT FEE F | ||||
| > | OR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION | ||||
| > | IN ACCORDANCE WITH SECTION 5.2(A) (AUTOMATIC RENEWAL) BELOW. | ||||
| 22 | |||||
| 23 | PLEASE BE AWARE THAT SECTION 11 (ARBITRATION AGREEMENT) OF THE AGREEMENT BELOW C | ||||
| > | ONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES BETWEEN US WILL BE RESOLVED. IN PA | ||||
| > | RTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIO | ||||
| > | NS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION | ||||
| > | . UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTE | ||||
| > | D TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A P | ||||
| > | LAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AN | ||||
| > | D (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF | ||||
| > | LAW AND TO HAVE A JURY TRIAL. | ||||
| 24 | |||||
| 25 | The Agreement IS subject to change by DROPOUT in its sole discretion at any time | ||||
| > | AS SET FORTH IN SECTION 13.13 (Agreement updates). | ||||
| 26 | |||||
| 27 | - USE OF THE SERVICES. The Services, and the content and information available o | ||||
| > | n them, are protected by applicable intellectual property laws. Unless subject t | ||||
| > | o a separate license between you and Dropout, your right to use any and all Serv | ||||
| > | ices is subject to the Agreement. | ||||
| 28 | - App License. Subject to your compliance with the Agreement, Dropout grants you | ||||
| > | a limited, non-exclusive, non-transferable, non-sublicensable, revocable licens | ||||
| > | e to download, install, and use the App on a television, computer, mobile device | ||||
| > | , or console that you own or control (each, a “Device”) and to run such copy of | ||||
| > | the App solely for your own personal purposes. | ||||
| 29 | - Updates. You understand that the Services are evolving. As a result, Dropout m | ||||
| > | ay require you to accept updates to any Apps that you have installed on your Dev | ||||
| > | ices. You acknowledge and agree that Dropout may update the Services with or wit | ||||
| > | hout notifying you. You may need to update third-party software from time to tim | ||||
| > | e in order to use the Services. | ||||
| 30 | - Certain Restrictions. The rights granted to you in the Agreement are subject t | ||||
| > | o the following restrictions: (a) you shall not license, sell, rent, lease, tran | ||||
| > | sfer, assign, reproduce, distribute, host or otherwise commercially exploit any | ||||
| > | of the Services; (b) you shall not frame or utilize framing techniques to enclos | ||||
| > | e any trademark, logo, or other parts of the Services (including images, text, p | ||||
| > | age layout, or form); (c) you shall not use any metatags or other “hidden text” | ||||
| > | using Dropout’s name or trademarks; (d) you shall not modify, translate, adapt, | ||||
| > | merge, make derivative works of, disassemble, decompile, reverse compile, or rev | ||||
| > | erse engineer any part of the Services except to the extent the foregoing restri | ||||
| > | ctions are expressly prohibited by applicable law; (e) you shall not use any man | ||||
| > | ual or automated software, devices, or other processes (including but not limite | ||||
| > | d to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the lik | ||||
| > | e) to “scrape” or download data from any web pages contained in the Services (ex | ||||
| > | cept that we grant the operators of public search engines revocable permission t | ||||
| > | o use spiders to copy materials from the Website for the sole purpose of and sol | ||||
| > | ely to the extent necessary for creating publicly available searchable indices o | ||||
| > | f the materials, but not caches or archives of such materials); (f) except as ex | ||||
| > | pressly stated herein, no part of the Services may be copied, reproduced, distri | ||||
| > | buted, republished, downloaded, displayed, posted or transmitted in any form or | ||||
| > | by any means; and (g) you shall not remove or destroy any copyright notices or o | ||||
| > | ther proprietary markings contained on or in the Services. Any future release, u | ||||
| > | pdate, or other addition to the Services shall be subject to the Agreement. Drop | ||||
| > | out, its suppliers, and service providers reserve all rights not granted in the | ||||
| > | Agreement. | ||||
| 31 | - ACCOUNTS | ||||
| 32 | - Registering Your Account. In order to access certain features of the Services, | ||||
| > | you may be required to become a Registered User. For purposes of the Agreement, | ||||
| > | a “Registered User” is a user who has registered an account with Dropout throug | ||||
| > | h the Services (“Account”), has a valid account on a streaming media player serv | ||||
| > | ice (such as Amazon Fire TV, Android TV, Apple TV, LG Smart TV, Roku, Samsung TV | ||||
| > | , Vizio TV, Xbox, etc.) through which you can connect to the Services, as permit | ||||
| > | ted by the Services (each such account, a “Third-Party Account”), or has an acco | ||||
| > | unt with the third-party application store from which you downloaded the App. | ||||
| 33 | - Access Through a Third-Party Account. The Service may allow you to link your A | ||||
| > | ccount with a Third-Party Account by allowing Dropout to access your Third-Party | ||||
| > | Account, as is permitted under the applicable terms and conditions that govern | ||||
| > | your use of each Third-Party Account. You represent that you are entitled to dis | ||||
| > | close your Third-Party Account login information to Dropout and/or grant Dropout | ||||
| > | access to your Third-Party Account (including, but not limited to, for use for | ||||
| > | the purposes described herein) without breach by you of any of the terms and con | ||||
| > | ditions that govern your use of the applicable Third-Party Account and without o | ||||
| > | bligating Dropout to pay any fees or making Dropout subject to any usage limitat | ||||
| > | ions imposed by such third-party service providers. By granting Dropout access t | ||||
| > | o any Third-Party Account, you understand that Dropout may access, make availabl | ||||
| > | e and store (if applicable) any information, data, text, software, music, sound, | ||||
| > | photographs, graphics, video, messages, tags and/or other materials that you ha | ||||
| > | ve provided to and stored in your Third-Party Account (“Third-Party Account Cont | ||||
| > | ent”) so that it is available on and through the Services via your Account. Unle | ||||
| > | ss otherwise specified in this Agreement, all Third-Party Account Content is con | ||||
| > | sidered to be Your Content (as defined in Section 3.1 (Types of Content)) for al | ||||
| > | l purposes of this Agreement. Depending on the Third-Party Accounts you choose a | ||||
| > | nd subject to the privacy settings that you have set in such Third-Party Account | ||||
| > | s, personally identifiable information that you post to your Third-Party Account | ||||
| > | s may be available on and through your Account on the Services. If a Third-Party | ||||
| > | Account or associated service becomes unavailable, or Dropout’s access to such | ||||
| > | Third-Party Account is terminated by the third-party service provider, then Thir | ||||
| > | d-Party Account Content will no longer be available on and through the Services. | ||||
| > | You have the ability to disable the connection between your Account and your Th | ||||
| > | ird-Party Accounts at any time by accessing the “Settings” section of the Servic | ||||
| > | es. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOU | ||||
| > | R THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-P | ||||
| > | ARTY SERVICE PROVIDERS, AND DROPOUT DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENT | ||||
| > | IFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVI | ||||
| > | DERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY | ||||
| > | ACCOUNTS. Dropout makes no effort to review any Third-Party Account Content for | ||||
| > | any purpose, including but not limited to, for accuracy, legality or noninfringe | ||||
| > | ment, and Dropout is not responsible for any Third-Party Account Content. | ||||
| 34 | - Use of Your Account. In registering an Account, you agree to: (a) provide true | ||||
| > | , accurate, current, and complete information about yourself as prompted by the | ||||
| > | registration form (the “Registration Data”); and (b) maintain and promptly updat | ||||
| > | e the Registration Data to keep it true, accurate, current, and complete. You re | ||||
| > | present that you are (i) at least sixteen (16) years old; (ii) of legal age to f | ||||
| > | orm a binding contract; and (iii) not a person barred from using the Services un | ||||
| > | der the laws of the United States, your place of residence, or any other applica | ||||
| > | ble jurisdiction. If you provide any information that is untrue, inaccurate, not | ||||
| > | current or incomplete, or Dropout has reasonable grounds to suspect that any in | ||||
| > | formation you provide is untrue, inaccurate, not current, or incomplete, Dropout | ||||
| > | has the right to suspend or terminate your Account and refuse any and all curre | ||||
| > | nt or future use of the Services (or any portion thereof). You agree not to crea | ||||
| > | te an Account using a false identity or information. You agree not to create an | ||||
| > | Account or use the Services if you have been previously removed by Dropout, or i | ||||
| > | f you have been previously banned from any of the Services. You may share your A | ||||
| > | ccount login or password with anyone, provided that you are responsible for all | ||||
| > | activities that occur under your Account. You agree that you shall monitor use o | ||||
| > | f your Account by any other persons, including minors, and you will accept full | ||||
| > | responsibility for any such use. You agree to notify Dropout immediately of any | ||||
| > | unauthorized use of your password or any other breach of security. | ||||
| 35 | - Necessary Equipment and Software. You must provide all equipment and software | ||||
| > | necessary to connect to the Services, including but not limited to, a Device tha | ||||
| > | t is suitable to install and use the App. You are solely responsible for any fee | ||||
| > | s, including internet connection or mobile fees, that you incur when accessing t | ||||
| > | he Services. | ||||
| 36 | - Dropout Communications. By entering into the Agreement or using the Services, | ||||
| > | you agree to receive communications from us, including via email and push notifi | ||||
| > | cation. Communications from us and our affiliated companies may include but are | ||||
| > | not limited to: operational communications concerning your Account or the use of | ||||
| > | the Services, updates concerning new and existing features on the Services, com | ||||
| > | munications concerning promotions run by us or our third-party partners, and new | ||||
| > | s concerning Dropout and industry developments. IF YOU WISH TO OPT OUT OF PROMOT | ||||
| > | IONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING T | ||||
| > | HE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. | ||||
| 37 | - RESPONSIBILITY FOR CONTENT | ||||
| 38 | - Types of Content. You acknowledge that any information, data, text, software, | ||||
| > | music, sound, photographs, graphics, video, messages, tags, and other materials | ||||
| > | accessible through the Services (collectively, “Content”) is the sole responsibi | ||||
| > | lity of the party from whom such Content originated. This means that you, and no | ||||
| > | t Dropout, are entirely responsible for all Content that you upload, post, email | ||||
| > | , transmit or otherwise make available through the Services (“Your Content”), an | ||||
| > | d that you and other Registered Users of the Services, and not Dropout, are simi | ||||
| > | larly responsible for all Content that you and they make available through the S | ||||
| > | ervices (“User Content”). | ||||
| 39 | - No Obligation to Pre-Screen Content; Content Monitoring. You acknowledge that | ||||
| > | Dropout has no obligation to pre-screen User Content, although Dropout reserves | ||||
| > | the right in its sole discretion to: (a) remove or refuse to post any of Your Co | ||||
| > | ntent for any or no reason in our sole discretion; (b) take any action with resp | ||||
| > | ect to any of your Content that we deem necessary or appropriate in our sole dis | ||||
| > | cretion, including if we believe that such Content violates the Agreement, infri | ||||
| > | nges any intellectual property right or other right of any person or entity, thr | ||||
| > | eatens the personal safety of users of the Services or the public, or could crea | ||||
| > | te liability for Dropout; (c) take appropriate legal action, including without l | ||||
| > | imitation, referral to law enforcement, for any illegal or unauthorized use of t | ||||
| > | he Services; and/or (d) terminate or suspend your access to all or part of the S | ||||
| > | ervices for any or no reason, including without limitation, any violation of thi | ||||
| > | s Agreement. By entering into the Agreement, you hereby provide your irrevocable | ||||
| > | consent to Dropout’s monitoring of Your Content. You acknowledge and agree that | ||||
| > | you have no expectation of privacy concerning the transmission of Your Content, | ||||
| > | including without limitation chat or text communications. In the event that Dro | ||||
| > | pout pre-screens, refuses, or removes any of Your Content, you acknowledge that | ||||
| > | Dropout will do so for Dropout’s benefit, not yours. Without limiting the forego | ||||
| > | ing, Dropout shall have the right to remove any of Your Content that violates th | ||||
| > | e Agreement or is otherwise objectionable. | ||||
| 40 | |||||
| 41 | If Dropout becomes aware of any possible violations by you of the Agreement, Dro | ||||
| > | pout reserves the right to investigate such violations. If, as a result of the i | ||||
| > | nvestigation, Dropout believes that criminal activity has occurred, Dropout rese | ||||
| > | rves the right to refer the matter to, and to cooperate with, any and all applic | ||||
| > | able legal authorities. Dropout is entitled, except to the extent prohibited by | ||||
| > | applicable law, to disclose any information or materials on or in the Services, | ||||
| > | including Your Content, in Dropout’s possession in connection with your use of t | ||||
| > | he Services, to (i) comply with applicable laws, legal process or governmental r | ||||
| > | equest; (ii) enforce the Agreement, (iii) respond to any claims that Your Conten | ||||
| > | t violates the rights of third parties, (iv) respond to your requests for custom | ||||
| > | er service, or (v) protect the rights, property or personal safety of Dropout, i | ||||
| > | ts Registered Users or the public, and all enforcement or other government offic | ||||
| > | ials, as Dropout in its sole discretion believes to be necessary or appropriate. | ||||
| 42 | |||||
| 43 | - Interactions with Other Users. The Services may contain User Content provided | ||||
| > | by other Registered Users. Dropout is not responsible for and does not control U | ||||
| > | ser Content. Dropout has no obligation to review or monitor, and does not approv | ||||
| > | e, endorse, or make any representations or warranties with respect to, User Cont | ||||
| > | ent. You use all User Content and interact with other Registered Users at your o | ||||
| > | wn risk. You are solely responsible for your interactions with other Registered | ||||
| > | Users and any other parties with whom you interact; provided, however, that Drop | ||||
| > | out reserves the right, but has no obligation, to intercede in any such interact | ||||
| > | ions. You agree that Dropout will not be responsible for any liability incurred | ||||
| > | as the result of such interactions. | ||||
| 44 | - User Conduct. As a condition of use, you agree not to use any of the Services | ||||
| > | for any purpose that is prohibited by this Agreement or by applicable law. You s | ||||
| > | hall not (and shall not permit any third party) either (a) take any action; or ( | ||||
| > | b) make available any Content on or through the Services that: (i) infringes, mi | ||||
| > | sappropriates, or otherwise violates any intellectual property right, right of p | ||||
| > | ublicity, right of privacy, or other right of any person or entity; (ii) is unla | ||||
| > | wful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudule | ||||
| > | nt, invasive of another’s privacy, tortious, obscene, offensive, or profane; (ii | ||||
| > | i) constitutes unauthorized or unsolicited advertising, junk, or bulk email; (iv | ||||
| > | ) involves commercial activities and/or sales, such as contests, sweepstakes, ba | ||||
| > | rter, advertising, or pyramid schemes without Dropout’s prior written consent; ( | ||||
| > | v) impersonates any person or entity, including any employee or representative o | ||||
| > | f Dropout; (vi) interferes with or attempt to interfere with the proper function | ||||
| > | ing of the Services or uses the Services in any way not expressly permitted by t | ||||
| > | he Agreement; or (vii) attempts to engage in or engage in, any potentially harmf | ||||
| > | ul acts that are directed against the Services, including but not limited to vio | ||||
| > | lating or attempting to violate any security features of the Services, introduci | ||||
| > | ng viruses, worms, or similar harmful code into the Services, or interfering or | ||||
| > | attempting to interfere with use of the Services by any other user, host or netw | ||||
| > | ork, including by means of overloading, “flooding,” “spamming,” “mail bombing,” | ||||
| > | or “crashing” the Services. | ||||
| 45 | - OWNERSHIP | ||||
| 46 | - Services. You agree that Dropout and its suppliers own all rights, title, and | ||||
| > | interest in the Services (including but not limited to, any videos, themes, obje | ||||
| > | cts, characters, character names, stories, dialogue, concepts, artwork, animatio | ||||
| > | ns, sounds, musical compositions, audiovisual effects, computer code, methods of | ||||
| > | operation, moral rights, documentation, and software). You agree not to remove, | ||||
| > | alter or obscure any copyright, trademark, service mark, or other proprietary r | ||||
| > | ights notices incorporated in or accompanying any Services. | ||||
| 47 | - Trademarks. Dropout’s name and all related stylizations, graphics, logos, serv | ||||
| > | ice marks, and trade names used on or in connection with any Services are the tr | ||||
| > | ademarks of Dropout and may not be used without permission in connection with yo | ||||
| > | ur, or any third-party, products or services. Third-party trademarks, service ma | ||||
| > | rks, and trade names that may appear on or in the Services are the property of t | ||||
| > | heir respective owners. | ||||
| 48 | - Your Content. Dropout does not claim ownership of Your Content. However, when | ||||
| > | you post or publish Your Content on or in any Services, you represent that you o | ||||
| > | wn or have all necessary rights to post or publish Your Content on or in the Ser | ||||
| > | vices. You grant Dropout a fully paid, royalty-free, worldwide, non-exclusive ri | ||||
| > | ght (including any moral rights) and license to use, reproduce, modify, adapt, p | ||||
| > | ublicly perform, and publicly display Your Content (in whole or in part) for the | ||||
| > | purposes of operating and providing the Services to you and to our other Regist | ||||
| > | ered Users. Please remember that other Registered Users may see, use, and reprod | ||||
| > | uce any of Your Content that you submit to any “public” area of the Services. Yo | ||||
| > | u agree that you, not Dropout, are responsible for all of Your Content. You may | ||||
| > | not post a photograph of another person without that person’s permission. | ||||
| 49 | - Username. Notwithstanding anything to the contrary herein, you acknowledge and | ||||
| > | agree that you shall have no ownership or other property interest in your Accou | ||||
| > | nt, and you further acknowledge and agree that all rights in and to your Account | ||||
| > | are and shall forever be owned by and inure to the benefit of Dropout. Dropout | ||||
| > | reserves the right to remove or reclaim any usernames at any time and for any re | ||||
| > | ason, including but not limited to, claims by a third party that a username viol | ||||
| > | ates the third party’s rights. Notwithstanding anything contained herein to the | ||||
| > | contrary, by submitting Your Content to any forums, comments, or any other area | ||||
| > | on the Services, you hereby expressly permit Dropout to identify you by your use | ||||
| > | rname (which may be a pseudonym) as the contributor of Your Content. | ||||
| 50 | - Feedback. You agree that submission of any ideas, suggestions, documents, and/ | ||||
| > | or proposals to Dropout through its suggestion, feedback, wiki, forum, or simila | ||||
| > | r pages (“Feedback”) is at your own risk and that Dropout has no obligations (in | ||||
| > | cluding without limitation obligations of confidentiality) with respect to such | ||||
| > | Feedback. You represent and warrant that you have all rights necessary to submit | ||||
| > | the Feedback. You hereby grant to Dropout a fully paid, royalty-free, perpetual | ||||
| > | , irrevocable, worldwide, and non-exclusive right and license to use, reproduce, | ||||
| > | perform, display, distribute, adapt, modify, re-format, create derivative works | ||||
| > | of, and otherwise commercially or non-commercially exploit in any manner, any a | ||||
| > | nd all Feedback, and to sublicense the foregoing rights, in connection with the | ||||
| > | operation and maintenance of the Services and/or Dropout’s business. | ||||
| 51 | - FEES AND PURCHASE TERMS | ||||
| 52 | - Payment. You agree to pay all fees or charges (“Fees”) to your Account in acco | ||||
| > | rdance with the fees, charges and billing terms in effect at the time a Fee is d | ||||
| > | ue and payable in accordance with the Agreement. By providing Dropout with your | ||||
| > | payment information, you agree that Dropout is authorized to immediately invoice | ||||
| > | your Account for all fees and charges as they become due and payable and that n | ||||
| > | o additional notice or consent is required. You agree to immediately notify Drop | ||||
| > | out of any change in your payment information to maintain its completeness and a | ||||
| > | ccuracy. Dropout reserves the right at any time to change its prices and billing | ||||
| > | methods, either immediately upon posting on the Services or by email delivery t | ||||
| > | o you, in its sole discretion. You agree to have sufficient funds or credit avai | ||||
| > | lable upon placement of any order to ensure that the purchase price is collectib | ||||
| > | le by us. Your failure to provide accurate payment information to Dropout or our | ||||
| > | inability to collect payment constitutes your material breach of this Agreement | ||||
| > | . Except as set forth in this Agreement, all Fees for the Service are non-refund | ||||
| > | able. | ||||
| 53 | - Subscription. If you purchase access to certain features and functionality of | ||||
| > | the Services on a time-limited basis (a “Subscription”), the Fee for such Subscr | ||||
| > | iption (each, a “Service Subscription Fee”) will be billed at the start of the S | ||||
| > | ubscription (each, a “Service Commencement Date”) and at regular intervals in ac | ||||
| > | cordance with your elections at the time of purchase. Dropout currently offers i | ||||
| > | ts basic Subscription, which provides you with access to countless hours of the | ||||
| > | best unscripted comedy on the internet, ad-free and uncensored (“Standard tier S | ||||
| > | ubscription”), and a Superfan Subscription, which provides you with the features | ||||
| > | and functionality of the Standard tier Subscription offering, as well as early | ||||
| > | access to live shows, exclusive merchandise and secret merchandise drops, behind | ||||
| > | the scenes extras, and discounts and collectibles (“Superfan tier Subscription” | ||||
| > | ). Dropout reserves the right to change the timing of our billing. Dropout reser | ||||
| > | ves the right to change the Subscription pricing at any time in accordance with | ||||
| > | Section 13.13 (Agreement Updates). If changes to the Subscription price occur th | ||||
| > | at impact your Subscription, Dropout will use commercially reasonable efforts to | ||||
| > | notify you, such as by sending an email to the email address associated with yo | ||||
| > | ur Account. If you do not agree with such changes, you may cancel your Subscript | ||||
| > | ion as set forth in Section 5.2(a)(i) (Cancelling Subscriptions Purchased via Dr | ||||
| > | opout) or 5.2(a)(ii) (Cancelling Subscriptions Purchased via a Third-Party Appli | ||||
| > | cation Store). No contract will exist between you and Dropout for the Services u | ||||
| > | ntil Dropout accepts your order by a confirmatory email or other appropriate mea | ||||
| > | ns of communication. | ||||
| 54 | - Automatic Renewal. If you elect to purchase a Subscription, your Subscription | ||||
| > | will continue and automatically renew at Dropout’s then-current price for such S | ||||
| > | ubscription until terminated in accordance with the Agreement. After your initia | ||||
| > | l Subscription period, and again after any subsequent Subscription period, your | ||||
| > | Subscription will automatically commence on the first day following the end of s | ||||
| > | uch period (each a “Renewal Commencement Date”) and continue for an additional e | ||||
| > | quivalent period at the same price as your initial Subscription period (each, a | ||||
| > | “Renewal Term”). However, you will not be eligible for a prorated refund of any | ||||
| > | portion of the subscription fee paid for the then-current subscription period. B | ||||
| > | y subscribing, you authorize Dropout to charge the payment method designated in | ||||
| > | your Account on the Service Commencement Date, and again on each Renewal Commenc | ||||
| > | ement Date. Upon renewal of your Subscription, if Dropout does not receive payme | ||||
| > | nt, (a) you agree to pay all amounts due on your Account upon demand and/or (b) | ||||
| > | you agree that Dropout may either terminate or suspend your access to the Servic | ||||
| > | es and continue to attempt to charge your Payment Provider until payment is rece | ||||
| > | ived (upon receipt of payment, your Account will be activated and for purposes o | ||||
| > | f automatic renewal, your new Subscription commitment period will begin as of th | ||||
| > | e day payment was received, at Dropout’s then-current price for such Subscriptio | ||||
| > | n). | ||||
| 55 | - Cancelling Subscriptions Purchased via Dropout. If you purchased your Subscrip | ||||
| > | tion directly from Dropout, you may cancel your Subscription by logging into and | ||||
| > | going to the “Change/Cancel Membership” page of your “Account Settings” page. I | ||||
| > | f you do not wish your Account to renew automatically, or if you want to change | ||||
| > | or terminate your Subscription, you must contact Dropout at customercare@chmedia | ||||
| > | .com, or log in and go to the “Change/Cancel Subscription” page on your “Account | ||||
| > | Settings” page. | ||||
| 56 | - Cancelling Subscriptions Purchased via a Third-Party Application Store. If you | ||||
| > | wish to cancel, change, or terminate a Subscription that you purchased from a t | ||||
| > | hird-party application store, you must do so prior to the Renewal Commencement D | ||||
| > | ate via such third-party application store. | ||||
| 57 | - Effect of Cancellation. If you cancel your Subscription, you may use your Subs | ||||
| > | cription until the end of your then-current Subscription term; your Subscription | ||||
| > | will not be renewed after your then-current term expires. However, you will not | ||||
| > | be eligible for a prorated refund of any portion of the Service Subscription Fe | ||||
| > | e paid for the then-current Subscription period. | ||||
| 58 | - Upgrades. If you choose to upgrade your Subscription in the middle of a Subscr | ||||
| > | iption period, such upgrade will take effect immediately and any incremental fee | ||||
| > | s associated with such upgrade will be charged in accordance with this Agreement | ||||
| > | . In any future Renewal Term, the fees will reflect any such upgrades. If you pu | ||||
| > | rchase your Standard tier Subscription via a third-party application store, to u | ||||
| > | pgrade to the Superfan tier Subscription, you must cancel your current Subscript | ||||
| > | ion by following the relevant steps found here, and once your then-current term | ||||
| > | expires, you may upgrade to the Superfan tier Subscription by signing up here. I | ||||
| > | f you would like to upgrade your Subscription prior to the expiration of your th | ||||
| > | en-current term, you may submit a support ticket here, and our team will do its | ||||
| > | best to assist you in a timely manner. | ||||
| 59 | - Taxes. The Fees do not include any Sales Tax that may be due in connection wit | ||||
| > | h the services provided under the Agreement. If Dropout determines it has a lega | ||||
| > | l obligation to collect a Sales Tax from you in connection with the Agreement, D | ||||
| > | ropout may collect such Sales Tax in addition to the Fees. If any services, or p | ||||
| > | ayments for any services, under the Agreement are subject to any Sales Tax in an | ||||
| > | y jurisdiction and you have not remitted the applicable Sales Tax to Dropout, yo | ||||
| > | u will be responsible for the payment of such Sales Tax and any related penaltie | ||||
| > | s or interest to the relevant tax authority, and you will indemnify Dropout for | ||||
| > | any liability or expense Dropout may incur in connection with such Sales Taxes. | ||||
| > | Upon Dropout’s request, you will provide it with official receipts issued by the | ||||
| > | appropriate taxing authority, or other such evidence that you have paid all app | ||||
| > | licable taxes. For purposes of this section, “Sales Tax” shall mean any sales or | ||||
| > | use tax and any other tax measured by sales proceeds that is the functional equ | ||||
| > | ivalent of a sales tax where the applicable taxing jurisdiction does not otherwi | ||||
| > | se impose a sales or use tax. | ||||
| 60 | - Withholding Taxes. You agree to make all payments of fees to Dropout free and | ||||
| > | clear of, and without reduction for, any withholding taxes. Any such taxes impos | ||||
| > | ed on payments of fees to Dropout will be your sole responsibility, and you will | ||||
| > | provide Dropout with official receipts issued by the appropriate taxing authori | ||||
| > | ty, or such other evidence as we may reasonably request, to establish that such | ||||
| > | taxes have been paid. | ||||
| 61 | - Free Trials and Other Promotions. Any free trial or other promotion that provi | ||||
| > | des Registered User-level access to the Services must be used within the specifi | ||||
| > | ed time of the trial. At the end of the trial period, your use of that Service w | ||||
| > | ill expire and any further use of the Service is prohibited unless you pay the a | ||||
| > | pplicable subscription fee. If you are inadvertently charged for a subscription, | ||||
| > | please contact Dropout to have the charges reversed. | ||||
| 62 | - Indemnification. You agree to indemnify and hold Dropout, its parents, subsidi | ||||
| > | aries, affiliates, officers, employees, agents, partners, suppliers, and licenso | ||||
| > | rs (each, a “Dropout Party” and collectively, the “Dropout Parties”) harmless fr | ||||
| > | om any losses, costs, liabilities and expenses (including reasonable attorneys’ | ||||
| > | fees) relating to or arising out of any and all of the following: (a) Your Conte | ||||
| > | nt; (b) your use of any Service in violation of the Agreement; (c) your violatio | ||||
| > | n of any rights of another party, including any Registered Users; or (d) your vi | ||||
| > | olation of any applicable laws, rules or regulations. Dropout reserves the right | ||||
| > | , at its own cost, to assume the exclusive defense and control of any matter oth | ||||
| > | erwise subject to indemnification by you, in which event you agree to fully coop | ||||
| > | erate with Dropout in asserting any available defenses. This provision does not | ||||
| > | require you to indemnify any of the Dropout Parties for any unconscionable comme | ||||
| > | rcial practice by such party or for such party’s fraud, deception, false promise | ||||
| > | , misrepresentation or concealment, or suppression or omission of any material f | ||||
| > | act in connection with any Services provided hereunder. You agree that the provi | ||||
| > | sions in this section will survive any termination of your Account, the Agreemen | ||||
| > | t and/or your access to the Services. | ||||
| 63 | - DISCLAIMER OF WARRANTIES AND CONDITIONS | ||||
| 64 | - As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPL | ||||
| > | ICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE | ||||
| > | PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. DROPOUT EXPRES | ||||
| > | SLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETH | ||||
| > | ER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR | ||||
| > | CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGE | ||||
| > | MENT ARISING FROM USE OF THE SERVICES. | ||||
| 65 | - DROPOUT MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES | ||||
| > | WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, | ||||
| > | TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE | ||||
| > | OF THE SERVICES WILL BE ACCURATE OR RELIABLE. | ||||
| 66 | - NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DROPOUT OR TH | ||||
| > | ROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. | ||||
| 67 | - From time to time, Dropout may offer new “beta” features or tools with which i | ||||
| > | ts users may experiment. Such features or tools are offered solely for experimen | ||||
| > | tal purposes and without any warranty of any kind, and may be modified or discon | ||||
| > | tinued at Dropout’s sole discretion. The provisions of this section apply with f | ||||
| > | ull force to such features or tools. | ||||
| 68 | - No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT DROP | ||||
| > | OUT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD DROPOUT PARTIES LI | ||||
| > | ABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AN | ||||
| > | D OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTI | ||||
| > | ES RESTS ENTIRELY WITH YOU. | ||||
| 69 | - LIMITATION OF LIABILITY | ||||
| 70 | - Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST E | ||||
| > | XTENT PROVIDED BY LAW, IN NO EVENT SHALL DROPOUT PARTIES BE LIABLE FOR ANY LOSS | ||||
| > | OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAM | ||||
| > | AGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTIO | ||||
| > | N, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT D | ||||
| > | ROPOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN | ||||
| > | CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS W | ||||
| > | ITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY. THE FOREGOING LIMIT | ||||
| > | ATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A DROPOUT PARTY FOR (i) DEATH | ||||
| > | OR PERSONAL INJURY CAUSED BY A DROPOUT PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJU | ||||
| > | RY CAUSED BY A DROPOUT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. | ||||
| 71 | - Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, DROPOUT PARTIES WILL | ||||
| > | NOT BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO Dropout by you durin | ||||
| > | g the THREE (3)-month period prior to the act, omission or occurrence giving ris | ||||
| > | e to such liability; or THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH | ||||
| > | SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY | ||||
| > | OF A DROPOUT PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A DROPOUT PARTY’S | ||||
| > | NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A DROPOUT PARTY’S FRAUD OR FRAUDULE | ||||
| > | NT MISREPRESENTATION. | ||||
| 72 | - User Content. EXCEPT FOR DROPOUT’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA A | ||||
| > | S SET FORTH IN DROPOUT’S PRIVACY POLICY, DROPOUT ASSUMES NO RESPONSIBILITY FOR T | ||||
| > | HE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING | ||||
| > | , BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PER | ||||
| > | SONALIZATION SETTINGS. | ||||
| 73 | - Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMI | ||||
| > | TATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE | ||||
| > | EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RI | ||||
| > | GHTS. | ||||
| 74 | - Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENT | ||||
| > | AL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DROPOUT AND YOU. | ||||
| 75 | - PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is Dropout’s policy | ||||
| > | to terminate membership privileges of any Registered User who repeatedly infring | ||||
| > | es copyright upon prompt notification to Dropout by the copyright owner or the c | ||||
| > | opyright owner’s legal agent. Without limiting the foregoing, if you believe tha | ||||
| > | t your work has been copied and posted on the Services in a way that constitutes | ||||
| > | copyright infringement, please provide our Copyright Agent with the following i | ||||
| > | nformation: (a) an electronic or physical signature of the person authorized to | ||||
| > | act on behalf of the owner of the copyright interest; (b) a description of the c | ||||
| > | opyrighted work that you claim has been infringed; (c) a description of the loca | ||||
| > | tion on the Services of the material that you claim is infringing; (d) your addr | ||||
| > | ess, telephone number and email address; (e) a written statement by you that you | ||||
| > | have a good faith belief that the disputed use is not authorized by the copyrig | ||||
| > | ht owner, its agent or the law; and (f) a statement by you, made under penalty o | ||||
| > | f perjury, that the above information in your notice is accurate and that you ar | ||||
| > | e the copyright owner or authorized to act on the copyright owner’s behalf. Cont | ||||
| > | act information for Dropout’s Copyright Agent for notice of claims of copyright | ||||
| > | infringement is as follows: | ||||
| 76 | |||||
| 77 | Connected Ventures, LLC | ||||
| 78 | |||||
| 79 | Attention: Copyright Agent | ||||
| 80 | |||||
| 81 | 3108 Glendale Blvd | ||||
| 82 | |||||
| 83 | PO Box 479 | ||||
| 84 | |||||
| 85 | Los Angeles, CA, 90039 | ||||
| 86 | |||||
| 87 | copyright@dropout.tv | ||||
| 88 | |||||
| 89 | - TERM AND TERMINATION | ||||
| 90 | - Term. The Agreement commences on the date when you accept them (as described i | ||||
| > | n the preamble above) and remain in full force and effect while you use the Serv | ||||
| > | ices, unless terminated earlier in accordance with the Agreement. | ||||
| 91 | - Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree tha | ||||
| > | t the Agreement commenced on the earlier to occur of (a) the date you first used | ||||
| > | the Services; or (b) the date you accepted the Agreement, and will remain in fu | ||||
| > | ll force and effect while you use any Services, unless earlier terminated in acc | ||||
| > | ordance with the Agreement. | ||||
| 92 | - Termination of Services by Dropout. You will have thirty (30) days from the Se | ||||
| > | rvice Commencement Date, or any Renewal Commencement Date, for any Services here | ||||
| > | under, to cancel such Service, in which case Dropout will refund your Service Su | ||||
| > | bscription Fee, if already paid pursuant to Section 5.1 (Payment) or 5.2 (Subscr | ||||
| > | iptions), for the applicable Service. Except as set forth above, the Service Sub | ||||
| > | scription Fee for any Service shall be non-refundable. If timely payment cannot | ||||
| > | be charged to your Payment Provider for any reason, if you have materially breac | ||||
| > | hed any provision of the Agreement, or if Dropout is required to do so by law (e | ||||
| > | .g., where the provision of the Services is, or becomes, unlawful), Dropout has | ||||
| > | the right to, immediately and without notice, suspend or terminate any Services | ||||
| > | provided to you. You agree that all terminations for cause shall be made in Drop | ||||
| > | out’s sole discretion and that Dropout shall not be liable to you or any third p | ||||
| > | arty for any termination of your Account. | ||||
| 93 | - Termination of Services by You. If you want to terminate the Services provided | ||||
| > | by Dropout, you may do so by (a) notifying Dropout at any time; and (b) closing | ||||
| > | your Account for all of the Services that you use. Your notice should be sent, | ||||
| > | in writing, to Dropout’s address set forth below. THE SERVICES WILL CONTINUE AT | ||||
| > | THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCOR | ||||
| > | DANCE WITH THE PROCEDURE SET FORTH IN SECTION 5.2(A) (AUTOMATIC RENEWAL). | ||||
| 94 | - Effect of Termination. Termination of any Service includes removal of access t | ||||
| > | o such Service and barring of further use of the Service. Termination of all Ser | ||||
| > | vices also includes deletion of your password and all related information, files | ||||
| > | and Content associated with or inside your Account (or any part thereof), inclu | ||||
| > | ding Your Content. Upon termination of any Service, your right to use such Servi | ||||
| > | ce will automatically terminate immediately. You understand that any termination | ||||
| > | of Services may involve deletion of Your Content associated therewith from our | ||||
| > | live databases. Dropout will not have any liability whatsoever to you for any su | ||||
| > | spension or termination, including for deletion of Your Content. All provisions | ||||
| > | of the Agreement which by their nature should survive, shall survive termination | ||||
| > | of Services, including without limitation, ownership provisions, warranty discl | ||||
| > | aimers, and limitation of liability. | ||||
| 95 | - No Subsequent Registration. If your registration(s) with, or ability to access | ||||
| > | , the Services or any other Dropout community, is discontinued by Dropout due to | ||||
| > | your violation of any portion of the Agreement or for conduct otherwise inappro | ||||
| > | priate for the community, then you agree that you shall not attempt to re-regist | ||||
| > | er with or access the Services or any Dropout community through use of a differe | ||||
| > | nt member name or otherwise, and you acknowledge that you will not be entitled t | ||||
| > | o receive a refund for fees related to those Services to which your access has b | ||||
| > | een terminated. In the event that you violate the immediately preceding sentence | ||||
| > | , Dropout reserves the right, in its sole discretion, to immediately take any or | ||||
| > | all of the actions set forth herein without any notice or warning to you. | ||||
| 96 | - ARBITRATION AGREEMENT. Please read this Section 11 (sometimes referred to here | ||||
| > | in as this “Arbitration Agreement”) carefully. Through this Section 11, YOU AND | ||||
| > | DROPOUT AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PRO | ||||
| > | VISIONS: | ||||
| 97 | - MANDATORY ARBITRATION. You and Dropout agree to resolve any claims arising out | ||||
| > | of or relating to this Agreement, the Website, the App, or our Services, regard | ||||
| > | less of when the claim arose, even if it was before this Agreement existed (a “D | ||||
| > | ispute”), through final and binding arbitration. You may opt out of arbitration | ||||
| > | within 30 days of account registration, or within 30 days after any updates to t | ||||
| > | hese arbitration terms have taken effect by filling out this form. If you opt ou | ||||
| > | t of an update, the last set of agreed upon arbitration terms will apply. | ||||
| 98 | - Informal Dispute Resolution. We would like to understand and try to address yo | ||||
| > | ur concerns prior to formal legal action. Before either of us files a claim agai | ||||
| > | nst the other, we both agree to try to resolve the Dispute informally. This is a | ||||
| > | condition precedent and requirement that must be fulfilled before commencing ar | ||||
| > | bitration. You agree to do so by sending us notice through this form. We will do | ||||
| > | so by sending you notice to the email address associated with your account. If | ||||
| > | we are unable to resolve a Dispute within 60 days, either of us has the right to | ||||
| > | initiate arbitration. We also both agree to attend an individual settlement con | ||||
| > | ference if either party requests one during this time. Any statute of limitation | ||||
| > | s will be tolled during this informal resolution process. | ||||
| 99 | - Arbitration Forum. If we are unable to resolve the Dispute, either of us may c | ||||
| > | ommence arbitration with National Arbitration and Mediation (“NAM”) under its Co | ||||
| > | mprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules fo | ||||
| > | r Mass Arbitration Filings, as applicable (available here). Dropout will not see | ||||
| > | k attorneys’ fees and costs in arbitration unless the arbitrator determines that | ||||
| > | your claim is frivolous. The activities described in these Terms involve inters | ||||
| > | tate commerce and the Federal Arbitration Act will govern the interpretation and | ||||
| > | enforcement of these arbitration terms and any arbitration. If you or Dropout n | ||||
| > | eed to invoke the authority of a court of competent jurisdiction to compel arbit | ||||
| > | ration, then the party that obtains an order compelling arbitration in such acti | ||||
| > | on shall have the right to collect from the other party its reasonable costs, ne | ||||
| > | cessary disbursements, and reasonable attorneys’ fees incurred in securing an or | ||||
| > | der compelling arbitration. The prevailing party in any court action relating to | ||||
| > | whether either party has satisfied any condition precedent to arbitration, incl | ||||
| > | uding the pre-arbitration notice described in Section 11.2, above, is entitled t | ||||
| > | o recover their reasonable costs, necessary disbursements, and reasonable attorn | ||||
| > | eys’ fees and costs. | ||||
| 100 | - Arbitration Procedures. The arbitration will be conducted by videoconference i | ||||
| > | f possible, but if the arbitrator determines a hearing should be conducted in pe | ||||
| > | rson, the location will be mutually agreed upon, in the county where you reside, | ||||
| > | or as determined by the arbitrator, unless the batch arbitration process applie | ||||
| > | s. The arbitration will be conducted by a sole arbitrator. The arbitrator will b | ||||
| > | e either a retired judge or an attorney licensed to practice law in the state of | ||||
| > | California. The arbitrator will have exclusive authority to resolve any Dispute | ||||
| > | , except the state or federal courts of Los Angeles, California have the authori | ||||
| > | ty to determine any Dispute about enforceability, validity of the class action w | ||||
| > | aiver, or requests for public injunctive relief, as set out below. Any settlemen | ||||
| > | t offer amounts will not be disclosed to the arbitrator by either party until af | ||||
| > | ter the arbitrator determines the final award, if any. The arbitrator has the au | ||||
| > | thority to grant motions dispositive of all or part of any Dispute. | ||||
| 101 | |||||
| 102 | You and Dropout agree that all materials and documents exchanged during the arbi | ||||
| > | tration proceedings shall be kept confidential and shall not be shared with anyo | ||||
| > | ne except the parties’ attorneys, accountants, or business advisors, and then su | ||||
| > | bject to the condition that they agree to keep all materials and documents excha | ||||
| > | nged during the arbitration proceedings confidential. | ||||
| 103 | |||||
| 104 | - Batch Arbitration. If 10 or more claimants represented by the same or similar | ||||
| > | counsel file demands for arbitration raising substantially similar Disputes with | ||||
| > | in 90 days of each other, then you and Dropout agree that NAM will administer th | ||||
| > | em in batches of up to 50 claimants each (“Batch”), unless there are less than 5 | ||||
| > | 0 claimants in total or after batching, which will comprise a single Batch. NAM | ||||
| > | will administer each Batch as a single consolidated arbitration with one arbitra | ||||
| > | tor, one set of arbitration fees, and one hearing held by videoconference or in | ||||
| > | a location decided by the arbitrator for each Batch. If any part of this section | ||||
| > | is found to be invalid or unenforceable as to a particular claimant or Batch, i | ||||
| > | t will be severed and arbitrated in individual proceedings. This Batch Arbitrati | ||||
| > | on provision shall in no way be interpreted as authorizing a class, collective a | ||||
| > | nd/or mass arbitration or action of any kind, or arbitration involving joint or | ||||
| > | consolidated claims under any circumstances, except as expressly set forth in th | ||||
| > | is provision. | ||||
| 105 | - Exceptions. This section does not require informal dispute resolution or arbit | ||||
| > | ration of the following claims: (i) individual claims brought in small claims co | ||||
| > | urt; and (ii) injunctive or other equitable relief to stop unauthorized use or a | ||||
| > | buse of the Services or intellectual property infringement or misappropriation. | ||||
| 106 | - CLASS AND JURY TRIAL WAIVERS. You and Dropout agree that Disputes must be brou | ||||
| > | ght on an individual basis only, and may not be brought as a plaintiff or class | ||||
| > | member in any purported class, consolidated, or representative proceeding. Class | ||||
| > | arbitrations, class actions, and representative actions are prohibited. Only in | ||||
| > | dividual relief is available. The parties agree to sever and litigate in court a | ||||
| > | ny request for public injunctive relief after completing arbitration for the und | ||||
| > | erlying claim and all other claims. This does not prevent either party from part | ||||
| > | icipating in a class-wide settlement. You and Dropout knowingly and irrevocably | ||||
| > | waive any right to trial by jury in any action, proceeding, or counterclaim. | ||||
| 107 | - Severability, Expiration. If any part of this Arbitration Agreement is found t | ||||
| > | o be illegal or unenforceable, the remainder will remain in effect, except that | ||||
| > | if a finding of partial illegality or unenforceability would allow class arbitra | ||||
| > | tion, class action, or representative action, this entire dispute resolution sec | ||||
| > | tion will be unenforceable in its entirety. You further agree that any Dispute t | ||||
| > | hat you have with Dropout as detailed in this Arbitration Agreement must be init | ||||
| > | iated via arbitration within the applicable statute of limitation for that claim | ||||
| > | or controversy, or it will be forever time barred. Likewise, you agree that all | ||||
| > | applicable statutes of limitation will apply to such arbitration in the same ma | ||||
| > | nner as those statutes of limitation would apply in the applicable court of comp | ||||
| > | etent jurisdiction. | ||||
| 108 | - THIRD-PARTY SERVICES | ||||
| 109 | - Vimeo. Portions of the Services may be hosted by Dropout’s third-party hosting | ||||
| > | partner, Vimeo.com, Inc. (“Vimeo”). By streaming Dropout content or otherwise a | ||||
| > | ccessing the Services through the Website, you agree your use of such Services i | ||||
| > | s subject to Vimeo’s standard viewer terms, which are currently available at htt | ||||
| > | ps://www.vhx.tv/tos. | ||||
| 110 | - Third-Party Websites and Applications. The Services may contain links to third | ||||
| > | -party websites (“Third-Party Websites”) and applications (“Third-Party Applicat | ||||
| > | ions”). When you click on a link to a Third-Party Website or Third-Party Applica | ||||
| > | tion, we will not warn you that you have left the Services and are subject to th | ||||
| > | e terms and conditions (including privacy policies) of another website or destin | ||||
| > | ation. Such Third-Party Websites and Third-Party Applications are not under the | ||||
| > | control of Dropout. Dropout is not responsible for any Third-Party Websites or T | ||||
| > | hird-Party Applications. Dropout provides these Third-Party Websites and Third-P | ||||
| > | arty Applications only as a convenience and does not review, approve, monitor, e | ||||
| > | ndorse, warrant, or make any representations with respect to Third-Party Website | ||||
| > | s or Third-Party Applications, or any product or service provided in connection | ||||
| > | therewith. You use all links in Third-Party Websites and Third-Party Application | ||||
| > | s at your own risk. When you leave our Website, the Agreement and our policies n | ||||
| > | o longer govern. You should review applicable terms and policies, including priv | ||||
| > | acy and data gathering practices, of any Third-Party Websites or Third-Party App | ||||
| > | lications, and make whatever investigation you feel necessary or appropriate bef | ||||
| > | ore proceeding with any transaction with any third party. | ||||
| 111 | - App Stores. You acknowledge and agree that the availability of the App and the | ||||
| > | Services is dependent on the third party from whom you received the App license | ||||
| > | , e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowled | ||||
| > | ge that the Agreement is between you and Dropout and not with the App Store. Dro | ||||
| > | pout, not the App Store, is solely responsible for the Services, including the A | ||||
| > | pp, the content thereof, maintenance, support services, and warranty therefor, a | ||||
| > | nd addressing any claims relating thereto (e.g., product liability, legal compli | ||||
| > | ance or intellectual property infringement). In order to use the App, you may be | ||||
| > | required to have access to a wireless network, and you agree to pay all fees as | ||||
| > | sociated with such access. You also agree to pay all fees (if any) charged by th | ||||
| > | e App Store in connection with the Services, including the App. You agree to com | ||||
| > | ply with, and your license to use the App is conditioned upon your compliance wi | ||||
| > | th all terms of agreement imposed by the applicable App Store when using any Ser | ||||
| > | vice, including the App. You acknowledge that the App Store (and its subsidiarie | ||||
| > | s) are third-party beneficiaries of the Agreement and will have the right to enf | ||||
| > | orce it. Notwithstanding the first sentence of Section 1.1 (App License), with r | ||||
| > | espect to any App accessed through or downloaded from the Google Play store (a “ | ||||
| > | Google Play Sourced Application”), you may have additional license rights with r | ||||
| > | espect to use of such Google Play Sourced Application on a shared basis within y | ||||
| > | our designated family group. | ||||
| 112 | - Accessing and Downloading the App from iTunes. With respect to any App accesse | ||||
| > | d through or downloaded from the Apple App Store (an “App Store Sourced Applicat | ||||
| > | ion”), you will only use such App Store Sourced Application (a) on an Apple-bran | ||||
| > | ded product that runs iOS (Apple’s proprietary operating system); and (b) as per | ||||
| > | mitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. T | ||||
| > | he following applies to any App Store Sourced Application accessed through or do | ||||
| > | wnloaded from the Apple App Store: | ||||
| 113 | - You acknowledge and agree that (i) the Agreement is concluded between you and | ||||
| > | Dropout only, and not Apple, and (ii) Dropout, not Apple, is solely responsible | ||||
| > | for the App Store Sourced Application and content thereof. Your use of the App S | ||||
| > | tore Sourced Application must comply with the App Store Terms of Service. | ||||
| 114 | - You acknowledge that Apple has no obligation whatsoever to furnish any mainten | ||||
| > | ance and support services with respect to the App Store Sourced Application. | ||||
| 115 | - In the event of any failure of the App Store Sourced Application to conform to | ||||
| > | any applicable warranty, you may notify Apple, and Apple will refund the purcha | ||||
| > | se price for the App Store Sourced Application to you and to the maximum extent | ||||
| > | permitted by applicable law, Apple will have no other warranty obligation whatso | ||||
| > | ever with respect to the App Store Sourced Application. As between Dropout and A | ||||
| > | pple, any other claims, losses, liabilities, damages, costs or expenses attribut | ||||
| > | able to any failure to conform to any warranty will be the sole responsibility o | ||||
| > | f Dropout. | ||||
| 116 | - You and Dropout acknowledge that, as between Dropout and Apple, Apple is not r | ||||
| > | esponsible for addressing any claims you have or any claims of any third party r | ||||
| > | elating to the App Store Sourced Application or your possession and use of the A | ||||
| > | pp Store Sourced Application, including, but not limited to: (i) product liabili | ||||
| > | ty claims; (ii) any claim that the App Store Sourced Application fails to confor | ||||
| > | m to any applicable legal or regulatory requirement; and (iii) claims arising un | ||||
| > | der consumer protection or similar legislation. | ||||
| 117 | - You and Dropout acknowledge that, in the event of any third-party claim that t | ||||
| > | he App Store Sourced Application or your possession and use of that App Store So | ||||
| > | urced Application infringes that third party’s intellectual property rights, as | ||||
| > | between Dropout and Apple, Dropout, not Apple, will be solely responsible for th | ||||
| > | e investigation, defense, settlement and discharge of any such intellectual prop | ||||
| > | erty infringement claim to the extent required by the Agreement. | ||||
| 118 | - You and Dropout acknowledge and agree that Apple, and Apple’s subsidiaries, ar | ||||
| > | e third-party beneficiaries of the Agreement as related to your license of the A | ||||
| > | pp Store Sourced Application, and that, upon your acceptance of the terms and co | ||||
| > | nditions of the Agreement, Apple will have the right (and will be deemed to have | ||||
| > | accepted the right) to enforce the Agreement as related to your license of the | ||||
| > | App Store Sourced Application against you as a third-party beneficiary thereof. | ||||
| 119 | - Without limiting any other terms of the Agreement, you must comply with all ap | ||||
| > | plicable third-party terms of agreement when using the App Store Sourced Applica | ||||
| > | tion. | ||||
| 120 | - GENERAL PROVISIONS | ||||
| 121 | - Governing Law. Any dispute, claim or request for relief relating in any way to | ||||
| > | your use of the services will be governed and interpreted by and under the laws | ||||
| > | of the state of California, consistent with the Federal Arbitration Act, withou | ||||
| > | t giving effect to any principles that provide for the application of the law of | ||||
| > | any other jurisdiction. The United Nations Convention on Contracts for the Inte | ||||
| > | rnational Sale of Goods is expressly excluded from this Agreement. | ||||
| 122 | - Exclusive Venue. To the extent the parties are permitted under this Agreement | ||||
| > | to initiate litigation in a court, both you and Dropout agree that all claims an | ||||
| > | d disputes arising out of or relating to the Agreement will be litigated exclusi | ||||
| > | vely in the state or federal courts located in Los Angeles, California. | ||||
| 123 | - Electronic Communications. The communications between you and Dropout may take | ||||
| > | place via electronic means, whether you visit the Services or send Dropout emai | ||||
| > | ls, or whether Dropout posts notices on the Services or communicates with you vi | ||||
| > | a email. For contractual purposes, you (a) consent to receive communications fro | ||||
| > | m Dropout in an electronic form; and (b) agree that all terms and conditions, ag | ||||
| > | reements, notices, disclosures, and other communications that Dropout provides t | ||||
| > | o you electronically satisfy any legal requirement that such communications woul | ||||
| > | d satisfy if it were to be in writing. The foregoing does not affect your statut | ||||
| > | ory rights, including but not limited to the Electronic Signatures in Global and | ||||
| > | National Commerce Act at 15 U.S.C. §7001 et seq. | ||||
| 124 | - Assignment. The Agreement, and your rights and obligations hereunder, may not | ||||
| > | be assigned, subcontracted, delegated or otherwise transferred by you without Dr | ||||
| > | opout’s prior written consent, and any attempted assignment, subcontract, delega | ||||
| > | tion, or transfer in violation of the foregoing will be null and void. | ||||
| 125 | - Force Majeure. Dropout shall not be liable for any delay or failure to perform | ||||
| > | resulting from causes outside its reasonable control, including, but not limite | ||||
| > | d to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or | ||||
| > | military authorities, fire, floods, accidents, strikes or shortages of transport | ||||
| > | ation facilities, fuel, energy, labor or materials. | ||||
| 126 | - Questions, Complaints, Claims. If you have any questions, complaints or claims | ||||
| > | with respect to the Services, please contact us at: https://watch.dropout.tv/co | ||||
| > | ntact/support. We will do our best to address your concerns. If you feel that yo | ||||
| > | ur concerns have been addressed incompletely, we invite you to let us know for f | ||||
| > | urther investigation. | ||||
| 127 | - Choice of Language. It is the express wish of the parties that the Agreement a | ||||
| > | nd all related documents have been drawn up in English. | ||||
| 128 | - Notice. Where Dropout requires that you provide an email address, you are resp | ||||
| > | onsible for providing Dropout with your most current email address. In the event | ||||
| > | that the last email address you provided to Dropout is not valid, or for any re | ||||
| > | ason is not capable of delivering to you any notices required/ permitted by the | ||||
| > | Agreement, Dropout’s dispatch of the email containing such notice will nonethele | ||||
| > | ss constitute effective notice. You may give notice to Dropout at the following | ||||
| > | address: Connected Ventures, LLC, Attention: Legal, 3108 Glendale Blvd, PO Box 4 | ||||
| > | 79, Los Angeles, CA 90039. Such notice shall be deemed given when received by Dr | ||||
| > | opout by letter delivered by nationally recognized overnight delivery service or | ||||
| > | first class postage prepaid mail at the above address. | ||||
| 129 | - Waiver. Any waiver or failure to enforce any provision of the Agreement on one | ||||
| > | occasion will not be deemed a waiver of any other provision or of such provisio | ||||
| > | n on any other occasion. | ||||
| 130 | - Severability. If any portion of the Agreement is held invalid or unenforceable | ||||
| > | , that portion shall be construed in a manner to reflect, as nearly as possible, | ||||
| > | the original intention of the parties, and the remaining portions shall remain | ||||
| > | in full force and effect. | ||||
| 131 | - Export Control. You may not use, export, import, or transfer any Services exce | ||||
| > | pt as authorized by U.S. law, the laws of the jurisdiction in which you obtained | ||||
| > | the Services, and any other applicable laws. In particular, but without limitat | ||||
| > | ion, the Services may not be exported or re-exported (a) into any United States | ||||
| > | embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of | ||||
| > | Specially Designated Nationals or the U.S. Department of Commerce’s Denied Perso | ||||
| > | n’s List or Entity List. By using the Services, you represent and warrant that ( | ||||
| > | i) you are not located in a country that is subject to a U.S. Government embargo | ||||
| > | , or that has been designated by the U.S. Government as a “terrorist supporting” | ||||
| > | country and (ii) you are not listed on any U.S. Government list of prohibited o | ||||
| > | r restricted parties. You also will not use the Services for any purpose prohibi | ||||
| > | ted by U.S. law, including the development, design, manufacture or production of | ||||
| > | missiles, nuclear, chemical or biological weapons. You acknowledge and agree th | ||||
| > | at products, services or technology provided by Dropout are subject to the expor | ||||
| > | t control laws and regulations of the United States. You shall comply with these | ||||
| > | laws and regulations and shall not, without prior U.S. government authorization | ||||
| > | , export, re-export, or transfer Dropout products, services or technology, eithe | ||||
| > | r directly or indirectly, to any country in violation of such laws and regulatio | ||||
| > | ns. | ||||
| 132 | - Consumer Complaints. In accordance with California Civil Code §1789.3, you may | ||||
| > | report complaints to the Complaint Assistance Unit of the Division of Consumer | ||||
| > | Services of the California Department of Consumer Affairs by contacting them in | ||||
| > | writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by tel | ||||
| > | ephone at (800) 952-5210. | ||||
| 133 | - Agreement Updates. Please note that the Agreement is subject to change by Drop | ||||
| > | out in its sole discretion at any time. When changes are made, Dropout will make | ||||
| > | a copy of the updated Agreement available at the Website and update the “Last U | ||||
| > | pdated” date at the top of these Terms of Service. If we make any material chang | ||||
| > | es to the Agreement, we will provide notice of such material changes on the Webs | ||||
| > | ite and attempt to notify you by sending an email to the email address associate | ||||
| > | d with your Account. Any changes to the Agreement will be effective immediately | ||||
| > | for new users of the Services and will be effective for existing Registered User | ||||
| > | s (defined below) upon the earlier of (a) thirty (30) days after the “Last Updat | ||||
| > | ed” date at the top of these Terms of Service; or (b) your consent to and accept | ||||
| > | ance of the updated Agreement if Dropout provides a mechanism for your immediate | ||||
| > | acceptance in a specified manner (such as a click-through acceptance), which Dr | ||||
| > | opout may require before further use of the Services is permitted. If you do not | ||||
| > | agree to the updated Agreement, you must stop using all features of the Service | ||||
| > | s upon the effective date of the updated Agreement. Otherwise, your continued us | ||||
| > | e of any of the Services after the effective date of the updated Agreement const | ||||
| > | itutes your acceptance of the updated Agreement. Please regularly check the Webs | ||||
| > | ite to view the then-current Agreement. You agree that Dropout’s continued provi | ||||
| > | sion of the Services is adequate consideration for the changes in the updated Ag | ||||
| > | reement. | ||||
| 134 | - Entire Agreement. The Agreement is the final, complete and exclusive agreement | ||||
| > | of the parties with respect to the subject matter hereof and supersedes and mer | ||||
| > | ges all prior discussions between the parties with respect to such subject matte | ||||
| > | r. | ||||
| 135 | - INTERNATIONAL PROVISIONS. The Services can be accessed from countries around t | ||||
| > | he world and may contain references to Services and Content that are not availab | ||||
| > | le in your country. These references do not imply that Dropout intends to announ | ||||
| > | ce such Services or Content in your country. The Services are controlled and off | ||||
| > | ered by Dropout from its facilities in the United States of America. Dropout mak | ||||
| > | es no representations that the Services are appropriate or available for use in | ||||
| > | other locations. Those who access or use the Services from other countries do so | ||||
| > | at their own volition and are responsible for compliance with local law. The fo | ||||
| > | llowing provisions shall apply only if you are located in the countries listed b | ||||
| > | elow. | ||||
| 136 | - United Kingdom. A third party who is not a party to the Agreement has no right | ||||
| > | under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision | ||||
| > | of the Agreement, but this does not affect any right or remedy of such third pa | ||||
| > | rty which exists or is available apart from that Act. | ||||
| 137 | - Germany. Notwithstanding anything to the contrary in Section 8 (Limitation of | ||||
| > | Liability), Dropout is also not liable for acts of simple negligence (unless the | ||||
| > | y cause injuries to or death of any person), except when they are caused by a br | ||||
| > | each of any substantial contractual obligations (vertragswesentliche Pflichten). | ||||