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™TERMS OF SERVICE LICENSE AGREEMENT
Important - Read this carefully before downloading, installing, using or electronically accessing the product and/or services available through the website or application to which these terms apply as specified below. This licensed application license agreement ("Agreement") is a legal agreement between 360Flix Inc. ("Company" or “360Flix”) and the individual user (“You”) downloading the licensed application and/or accessing the Licensed Services or the business entity on whose behalf you are acting ("Customer") and have registered in your account as the end user of the 360Flix Virtual Reality Content Management application and software-as-a-service accompanying or linked to this agreement, accessed via download of our mobile device application and/or connection to our website www.360flix.com (the “Website”), which includes only the object code version of the licensed application and may include associated media, printed materials and documentation (collectively, the "Licensed Application"). The Licensed Application also includes any updates or upgrades to or new versions of the original Licensed Application, if and when made available to you by Company. You agree that you entering this agreement on your own behalf or are an employee, authorized representative or agent of Customer and are entering into this agreement for use by Customer. You hereby agree that you enter into this agreement on behalf of yourself or Customer and that You have the authority to bind Customer to the terms and conditions of this agreement. Company is willing to license the licensed application to Customer only on the condition that you accept all of the terms in this agreement. By installing, downloading, configuring, accessing, registering an account or otherwise using the Licensed Application/Service, including any updates, upgrades, or newer versions, you acknowledge that you have read this agreement, understand this agreement, and that You and Customer agree to be bound by all of the terms of this agreement. YOU MUST READ THE TERMS OF SERVICE OF THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE DURING THE REGISTRATION PROCESS. IF YOU DO NOT AGREE WITH THE TERMS, YOU SHOULD LEAVE THE 360FLIX.COM WEBSITE OR REMOVE THE 360FLIX APP AND DISCONTINUE USE OF THE 360Flix™ SERVICES IMMEDIATELY.
1. SERVICE DESCRIPTION. Company provides a secure hosted virtual reality content management service available through the Website and/or App as a Software as a Service (SaaS), named 360Flix™ and referred to herein as the “Service” or “360Flix™ Service”. The 360Flix™ Service is a proprietary application owned by 360Flix Inc. The 360Flix™ Website and App is used for the online hosting, storing, metadata, reproduction, editing and delivery of Your content. The 360Flix™ Service is designed to facilitate linking your 360Flix content to Vimeo Pro or any other third party video server. You will be able to configure Your branding and content and share apps with recipients who can then download the 360Flix App which will automatically rebrand and populate with Your content. All 360Flix branding disappears. 360Flix gives You full control over a multilingual publishing process that allows geo-blocking, scheduled project launches and live streaming management. Each project and app can be Customized on a per platform and language basis. Content can be previewed on each platform so You can see exactly what Your recipient audience will see before content changes go live. You can join multiple teams to control and publish content for multiple client brands. Interactive content created using the Liquid Cinema® software application can be published straight to 360Flix.
2. LICENSE GRANT. Subject to the terms of this Agreement and payment of all applicable license/subscription fees, Company grants to Customer, during the Term, a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license to install and/or access and use the Licensed Application on an unlimited number of devices for its purpose as described above . You and Customer may only use the Licensed Application in accordance with the Licensed Application documentation and other terms and conditions of this Agreement. Customer shall be required to pay the applicable licensing and/or subscription fees for such upgrades following which Customer may be required to enter into a separate license agreement, download updated software and enter the serial number access code provided to you by Company at the time of purchase in order to complete your access and license to the upgraded or new version of the Licensed Application.
3. LICENSE / SUBSCRIPTION FEES. Some of the Services offered on the 360Flix™ Service require the payment of fees (“Charged Services”). If You elect to sign up for Charged Services, You shall pay all applicable subscription fees, as described in the subscription plan details available within the Licensed Application whether accessed from our website or mobile device application, in connection with such Charged Services selected by You. All fees related to Your use of the Charged Services must be paid by using the automatic payment method as presented on the 360Flix™ Service. If 360Flix™ does not receive a request from You for Charged Services termination, You acknowledge and understand that Company will continue to charge You for the Charged Services as long as Your account remains active regardless if the Charged Services are used or not. If, at any time, You contact your bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of Your obligations hereunder and Your use of the Charged Services will be automatically terminated without notice. Your use of the Charged Services will not resume until You re-subscribe for any such Charged Services. Users purchasing Charged Services shall pay any and all prices and fees due for such Services. All prices and fees are non-refundable unless otherwise expressly noted, even if such Charged Services are suspended, terminated, or transferred prior to the end of the Services term. Company expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to You. Any changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described in the Terms Of Service.
4. CONTINUOUS SERVICE/AUTOMATIC RENEWAL. In order to ensure that You do not experience an interruption or loss of services, your account service will continue following the end of the service period based on the previous pricing and billing period set-up of your account (automatic renewal). Continued use of your account following the end of the service period constitutes an agreement to the automatic renewal and continued billing of your account. Alternatively, you can request that automatic renewal be disabled for your account. You may disable automatic renewal or cancel your subscription at any time from such services prior to the automatic renewal with notice of at least one month. In such event, the services shall be discontinued upon the expiration of the respective period you have paid for and you shall not have any claims towards 360flix™ in relation to the discontinuation of the services.
5. RESTRICTIONS ON USE. Customer acknowledges that the Licensed Application and the structure, organization, and source code thereof constitute valuable trade secrets of Company. Accordingly, except as expressly permitted in Section 1 or as otherwise authorized by Company in writing, Customer will not, and will not permit any third party to (a) modify, adapt, alter, translate, or create derivative works from the Licensed Application; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Licensed Application to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Licensed Application; or (d) otherwise use or copy the Licensed Application except as expressly allowed under Section 1 above. Customer may not disclose to third parties or through publication the results of performance/benchmark tests run on the Licensed Application without the prior written consent of Company.
6. CONSENT TO ACCESS AND USE OF DATA: Customer agrees that Company may collect and use technical data and related information, including but not limited to technical information about Customer’s devices, systems and application software, and peripherals, as well as any Customer content uploaded by the Customer for authoring using the Licensed Application, that is gathered periodically to facilitate the provision of software updates, product support and other services to Customer (if any) related to the Licensed Application. Company may use this information to improve its products or to provide services or technologies to Customer.
7. OWNERSHIP. As between the parties, the Licensed Application and all modifications and improvements to the Licensed Application, and all worldwide intellectual property rights and proprietary rights relating thereto or embodied therein, are the exclusive property of Company and its suppliers. Company and its suppliers reserve all rights in and to the Licensed Application not expressly granted to Customer in Section 2, and no other licenses or rights are granted by implication, estoppel or otherwise. You represent and warrant that the Content published or transmitted via the 360Flix™ Service is owned by You or the Customer You represent, or You have a valid and legal license agreement authorizing You to publish or transmit the Content. 360Flix™ may seek Your permission, for marketing purposes, to list or publish Your company name and logo and retain end-user feedback and comments. By accepting these Terms of Service, You are issuing 360Flix™ a non-exclusive, revocable, worldwide license to host, reproduce, transmit, post, make derivative copies, visual previews and the like, of Your Content.
8. ACCOUNT & CONTENT SECURITY & RESTRICTIONS OF USE. You are solely responsible for maintaining the security of Your account and content and You are fully responsible for all activities that occur within that account and any other actions taken in connection with the 360Flix Services. This responsibility includes and extends to Your designates, team members, agents, contractors, and employees and all individuals that You register as an administrator or person responsible for Your accounts. You agree to immediately notify 360Flix™ in writing of any unauthorized use of Your account or any other breaches of security. 360Flix™ cannot and will not be liable to You for any loss or damage from Your failure to comply with these security obligations. You acknowledge and agree that under no circumstances will 360Flix™ be liable, in any way, for any acts or omissions by any 360Flix™ user(s) or other third parties, including any damages of any kind incurred as a result of such acts or omissions. To the extent allowed by law, You agree to indemnify and hold 360Flix Corporation, and its subsidiaries, affiliates, directors, officers, employees and agents harmless from any claim or demand, including customary attorneys’ fees, made by any third party due to or arising out of Your Content, Your use of the Service, Your connection to the Service, Your violation of the Terms Of Service, and/or Your violation of any rights of a third party. You accept sole responsibility for all of Your activities using the 360Flix™ Service and Website including Your conduct on the site and any and all Content You may submit, post or share via the 360Flix™ Service. You will not use the 360Flix™ Service for any unauthorized or illegal purpose. You will be responsible for ensuring that You, Your staff, Your team sub-account members and the company/organization You represent do not violate any laws of Your jurisdiction including but not limited to copyright laws. You are entirely responsible for the Content and any harm, damages, allegations of misappropriation resulting from the Content. This is the case regardless of whether the Content in question constitutes text, graphics, audio file, or any other digital files You uploaded downloaded or created on the 360Flix™ Service. By authorizing 360Flix™ to host Your Content , You represent and warrant, which representations and warranties 360Flix™ is relying upon, that:
The uploading, downloading, reproduction, presentation and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
The Content is free of malware and will not upload or transmit viruses, worms or any other destructive code;
You, nor your employees, agents, contractors, sub-account members, will attempt to hack, reverse engineer the 360Flix™ Service, software, nor engage in any operation or behavior designed to break or thwart the security system of the 360Flix™ Service;
The Content is not spam, is not machine or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or to further unlawful acts (such as phishing) or mislead recipients as to the source of the Content (such as spoofing);
The Content does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
Your Content hosted on the 360Flix™ Service will not use the 360Flix™ Service as a broadcast engine to generate spam or engage in unethical marketing.
The Content is Your sole responsibility. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICE. 360Flix™ is not a DIGITAL ARCHIVING service, and cannot be considered as such;
You are notified the Content previews or thumbnails as it appears on the 360Flix™ Service may be subject to unauthorized extraction by unauthorized third parties and that such unfortunate action is beyond 360Flix™ control.
The Content and the licencing of any Content You choose to host, manage or deliver on the 360Flix™ Service is Your sole responsibility.
Company, acting in its sole discretion, reserves the right to suspend and delete an account and its content based on non-activity, illegal or unlawful usage or illegal content (copyright infringement and violations of intellectual property law), or for non-payment or failure to comply with these 360Flix™ Terms Of Service Agreement.
9. IMPLEMENTATION AND SUPPORT. Company has no obligation under this Agreement to provide any support or consultation concerning the Licensed Application; provided, however, Company may, in its sole discretion, provide Customer with certain support and consultation free of charge. The furnishing of such support or consultation will not subject Company to any liability, whether in contract, tort or otherwise. Customer is responsible for providing all applicable hardware and any third party software or required installation and configuration services required for the operation of the Licensed Application.
10. TERM AND TERMINATION. This Agreement is effective upon acceptance by Customer and shall continue in perpetuity unless sooner terminated by Company for any reason whatsoever. Customer may terminate this Agreement at any time by deleting and destroying the Licensed Application. If Customer breaches any provision of this Agreement, this Agreement will automatically terminate. Upon the termination of this Agreement, the license granted to Customer will terminate. The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive termination or expiration of this Agreement for any reason.
11. CONFIDENTIALITY. Company may disclose certain information regarding the business of Company and its suppliers, including the Licensed Application and technical, marketing, financial, employee, planning, and other confidential or proprietary information of Company or its suppliers ("Confidential Information"). Any information that Customer knew or should have known, under the circumstances, was considered confidential or proprietary by Company will be considered Confidential Information. Customer agrees (a) not to disclose Confidential information to any persons outside its organization, except to its consultants or agents who agree in writing to protect such Confidential information as required herein; and (b) to use the Confidential information only for the purpose of evaluating the Licensed Application.
12. DISCLAIMER & LIMITATION OF LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE LICENSED APPLICATION IS ENTIRELY AT ITS OWN RISK AND THE LICENSED APPLICATION PROVIDED BY Company TO CUSTOMER IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. Company, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE LICENSED APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY WARRANTY MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE LICENSED APPLICATION OR THIS AGREEMENT, EVEN IF Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED APPLICATION, WHETHERIN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT YOU HAVE PAID TO COMPANY FOR SUCH SERVICES UNDER ANY CIRCUMSTANCES. CUSTOMER ACKNOWLEDGES THAT THIS PROVISION REFLECTS THE AGREED UPON ALLOCATION OF RISK FOR THIS AGREEMENT AND THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. 360Flix™ shall not have any responsibility or liability to You with regard to any third party services used by You on or through Your 360Flix™ account Content, such as payment and e-commerce services. Any use of such third party services shall be at Your sole responsibility and liability. You acknowledge our providing a technical ability to link to such services (such as a “PayPal”, “Credit Cards” button links), is offered only as part of the Services and shall not be deemed as to create any liability or responsibility for 360Flix™. The Terms of Service and Privacy Policies of all third party service providers govern Your relationship with those third party service providers.
13. COMPLIANCE WITH LAWS & TAX OBLIGATIONS. Customer shall comply with all laws, regulations, rules, ordinances and orders applicable to its use of the Licensed Application. Without limiting the foregoing, Customer shall comply with the relevant export administration and control laws and regulations, as may be amended from time to time. 360Flix™ pays its required taxes and levies in accordance with the laws of the province of Ontario and Canada. As 360Flix Corporation operates in a global environment 360Flix™ Service fees are exclusive of all taxes, levies, or duties imposed by Your taxing authorities. You agree to pay any such taxes that might be applicable to Your use of the Services. The 360Flix Services are offered, accepted and performed solely in Ontario, Canada. 360Flix™ and You confirm to each other these Terms Of Service do not cause a Joint Venture, partnership, employment or other business relationship to occur. This Agreement is entered into as independent contractors.
14. MISCELLANEOUS. Customer may not assign or delegate, directly or indirectly, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement (including the license rights granted to Customer to the Licensed Application) to any third party. Any attempted assignment or transfer in violation of the foregoing will be null and void and of no effect. This Agreement will be subject to and governed by the laws of the Province of Ontario and the laws of Canada applicable therein without regard for its conflicts of law principles that would require application of the laws of any different jurisdiction. The courts of Ontario shall have jurisdiction over any disputes, claims or controversies arising out of or relating to this Agreement, and Customer hereby irrevocably waives any objection to the jurisdiction of such courts over any such dispute, claim or controversy. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and continue in full force and effect. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. You agree that 360Flix can provide disclosures and notices regarding the Service to you by posting such disclosures and notices on our Website, emailing them to the email address listed in your 360Flix account, or mailing them to the address listed in your 360Flix account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. 360Flix™ may amend the terms and conditions of these Terms Of Service without prior notice to You. Amendments to these Terms Of Service will be signaled to You upon login to the 360Flix™ Service. Amendments to these Terms Of Service will also be posted online, accessible at any time in the footer of the Service's home page or initial screen. It is Your responsibility to keep informed and current on these Terms Of Service.