- In order to participate in certain Services, You may be required to agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Services in which You choose to participate, those additional terms are hereby incorporated into this Agreement as an integral part hereof. Showbox may modify this Agreement from time to time and such modification shall be effective upon posting by Showbox on the Website. You agree to be bound to any changes to this Agreement when You use the Services after any such modification is posted. It is therefore important that You review this Agreement regularly to ensure You are updated regarding any changes.
- Please read this Agreement carefully and save it. If You do not agree with it, You should leave the Website and discontinue use of the Services immediately.
"Content" means all music, audio files, text, images, sounds, and videos, scripts, graphics, photos, audiovisual combinations, interactive features and other materials.
"User Content" means all Content and data submitted or contributed by Users to the Services.
"Showbox Content" means all Content and data You may view on, or access through the Website which is subject to proprietary rights of Showbox and its affiliates.
"Third Party Content" means any Content You may view on, or access through the Website, which are subject to proprietary rights of third parties which are not bound by any contract with.
“Services” means any online or mobile product or service of Showbox, including without limitation, the services provided on or through the Website and any Sub-websites.
- Showbox hereby grants You a revocable, non-exclusive, non-transferrable, non-sublicensable license to access the Services solely for the purpose of creating, editing, designing and modifying video clips (the "Video Clips") and syndicating such Video Clips to those other platforms that Showbox may allow from time to time, all for purposes pursuant only to the terms and conditions of this Agreement (the "Service License"). Showbox reserves the right to alter features, licensing terms, or other characteristics of the Website, all of which changes You shall be bound by. Some Services may expire or cease working on a date predetermined by Showbox.
- To use the Services, You must register as a member by providing a user name, password, and valid email address. Some features of the Website may contain a specific identification number for the purpose of tracking the number of unique instances of such features being used by You. You must provide complete and accurate registration information to Showbox and notify us if Your information changes. If You are a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement. We encourage You to use Your real name. If You are a business, government, or non-profit entity, You must use the actual name of Your organization. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable. You are responsible for all activity that occurs under Your account, including any activity by unauthorized Users. You must not allow others to use Your account. You must safeguard the confidentiality of Your password. If You are using a computer that others have access to, You must log out of Your account after using the Services. If You become aware of an unauthorized access to Your account, You must change Your password and notify us immediately.
Use of the Services
- You represent and warrant that (i) You understand and will abide by the terms of this Agreement, (ii) You have the capacity to agree to these terms, (iii) You will use the Services only for lawful purposes and in accordance with this Agreement, (iv) You will not use the Services in violation of any law, regulation, or ordinance, or any right of Showbox, or any third party, including, without limitation, any right of privacy, publicity, copyright or trademark; and (v) Showbox will not need to obtain any licenses from any third party or pay royalties to any third party as a result of Your use of the Services. You agree to indemnify Showbox, its officers, agents, employees and directors for any damages or loss incurred as a result of any violation of this Agreement.
- The Services are provided for Your personal use only and may not be used for unlawful purposes or purposes not explicitly allowed in this Agreement. In particular, You agree not to alter or modify any part of the Website or any of the Services; You agree not to access Content through any technology or means other than the pages of the Website itself, or such other means as Showbox may explicitly designate for this purpose; You agree not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Services or features that, without limitation, (i) prevent or restrict use or copying of Content; or (ii) enforce limitations on use of the Services or the Content accessible via the Services.
- You agree not to use the Services for the following uses, unless You obtain Showbox’s prior written approval: (i) the sale of access to the Services; and (ii) the sale of advertising, sponsorships or promotions placed on or within the Services.
- By using the Services, You agree that, unless otherwise expressly permitted in this Agreement, You will not: (i) publish reproduce, republish, display, frame, download or distribute the Services, or collect information about other Users in any way that is not expressively granted or authorized to You by Showbox in this Agreement; (ii) redistribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer rights to any Services; (iii) data mine, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any Services, or in any way ascertain, decipher, or obtain the communications protocols for accessing any of Services, or the underlying ideas or algorithms of any Services, in an effort, for example, but without limitation to develop other applications or services that provide similar or substitute or complimentary functionality to such Service; (iv) attempt to gain unauthorized access to any of Services, account, computer system or network associated with any Services or interfere or damage Showbox ability to provide the Services; (v) use any Services in any way that violates this Agreement, or any other agreements to which You are a party, or any law; (vi) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels contained in the Services; (vii) post, transmit, redistribute, upload, or promote any materials that (a) violate or infringe in any way upon the rights of others, including without limitation, copyrights and trademarks, (b) contain corrupted files, viruses, or any other similar software files the intent of which is to damage the operation of another's computer, (c) are unlawful, threatening, harassing, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, sexually explicit, hateful, profane, indecent, racially or ethnically derogatory, or otherwise objectionable, (d) contain chain letters or pyramid schemes, (e) contain any spamming or unsolicited advertising or promotional materials or other forms of solicitation to other Users, individuals or entities, '(f) encourage conduct that would constitute a criminal offense, (g) give rise to civil liability, or (h) otherwise violate any law.
- When using Content which originates from the Shutterstock API or Bigstock API (the "Shutterstock Content") you agree not to (i) use any item of Shutterstock Content except solely as incorporated into the work product created and distributed using the Platform; (ii) use any item of Shutterstock Content together with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party’s trademark or intellectual property rights; (iii) use any item of Shutterstock Content portraying any person depicted therein (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) as endorsing a political party, candidate, elected official, or opinion; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities; (iv) use any item of Shutterstock Content as a trademark, service mark, or logo.
Warranties And Disclaimers
- Showbox makes no representation or warranty that (i) Your use of the Services will meet Your requirements; (ii) Your use of the Services will be uninterrupted, timely, secure or free from error; (iii) any information obtained by You as a result of Your use of the Service will be accurate or reliable; or (iv) that defects in the operation or functionality of any software provided to You as part of the Services will be corrected, updated, upgraded, fixed, or enhanced by Showbox in any way; and (v) Content appearing on the Website at any given time will continue to appear or remain on the Website for any period of time whatsoever.
- YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. YOU AGREE THAT NEITHER SHOWBOX NOR ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY CONTENT, OR THE ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON-INFRINGEMENT, OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE.
- You acknowledge and agree that some of the Showbox Content may be subject to terms and conditions of third parties that duly licensed such Content to Showbox ("Third Party Agreements"). You acknowledge that the terms of such Third Party Agreements shall be binding upon You with regard to any use You make under the Services, including any subsequent changes to the Third Party Agreements. The look and feel of the Services and the Website, including its color combinations, logos, button shapes, and other graphical elements, also are the trademarks and intellectual property of Showbox. Other trademarks used on the Website are the property of their respective owners. The license granted under this Agreement shall not constitute a sale of the Content or any portion or copy thereof and You shall not acquire any rights, express or implied through this Agreement other than those expressly specified herein.
- You are solely responsible for Your User Content and the use of such User Content is undertaken at your own risk. We reserve the right, but have no obligation, to review your User Content at any time to ensure it does not contain any Prohibited Content. For the purpose of these Terms, “Prohibited Content” includes any content that: (a) is obscene, patently offensive, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) harasses or advocates harassment of another person; (c) involves the transmission of “phishing” emails, “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”; (d) promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (e) promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; (f) provides material that is sexual or violent in nature; or (g) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses. We are not responsible for the accuracy, completeness, appropriateness, or legality of media files, user posts, or any other information you may be able to access using the Services.
- Any Third Party Content may be embedded with a watermark, a logo or a bumper (when applicable). You acknowledge and agree not to remove any watermarks/bumpers/logos from such content.
- You acknowledge and agree that Showbox shall have the right, at any time, at its sole and exclusive discretion to (i) remove and permanently delete any Content, including Third Party Content from the Website, or disable access to such Content; (ii) demand that You immediately remove such Content or Third Party Content from any digital media owned or created by You and any other online or offline content management system where the Content is stored and/or published to. If You do not obey to such instructions, and do not remove the Third Party Content within no later than 24 hours from the time You have been provided with relevant notice, the owner of such Third Party Content shall have the right to directly seek the removal of such Content from the relevant digital media or platform, and You shall not be entitled to any reimbursement of any amount paid by You to Showbox.
- You acknowledge and agree that access to the Services is provided specifically and solely for the purposes set forth in this Agreement and for no other purpose. You acknowledge and agree that any data created under the Services may be lost, removed or damaged. You agree, without reservation, to hold Showbox and its affiliates harmless in connection with regard the Services and/or any loss incurred by You as a result of the Services and/or Your use of the Services.
- You acknowledge and agree that You should take care to preserve the originals of the content You post. You have no expectation that any edited or summarized content will always be available through the Website or Services and You do not rely upon the Website as a storage space for the content You post or any other Content.
- You acknowledge and agree that the Services are fully owned by Showbox and/or duly licensed to it and may be protected under international patent, copyright, trademark or trade secret laws as well as international treaties. You further agree that all right, title, source code, documentation, drawings, data, designs, tooling, equipment, procedures, engineering changes, inventions, trade secrets, copyrights, mask works, all related know-how and all intellectual property related to the foregoing, including any changes, modifications, revisions, enhancements, improvements and derivative versions and/or editions thereof, and all rights therein, including all intellectual property rights applicable thereto, shall remain vested in Showbox and/or such third parties that duly licensed such intellectual property to Showbox and You shall have no rights in or claims with respect thereto.
Claims of Copyright Infringement:
- Showbox respects the intellectual property of others, and asks You and its other Users to do the same. If You believe that Your work has been copied and is accessible on the Website in a way that constitutes copyright infringement, please contact Showbox by email at the following address: firstname.lastname@example.org
- Showbox may, in appropriate circumstances and at its discretion, terminate the access of Users who infringe the intellectual property rights of others. Showbox may block Your email address and internet protocol address to prevent further registration. Upon termination of a User account, all licenses granted by Showbox shall immediately terminate, all as set forth in Section 11 below.
- Showbox has the right, but not the obligation, to monitor User postings to public areas of the Website to determine compliance with this Agreement and any other operating rules that may be established by Showbox from time to time. Showbox has the right in its sole discretion to edit, refuse to post, or remove any User postings, or any part thereof, submitted to or posted on the Website. Without limiting the foregoing, Showbox has the right, but not the obligation, to remove any User posting, or any part thereof, that it, in its sole discretion, finds to be in violation of the provisions of this Agreement. You shall remain solely responsible for any Content You post or submit. You acknowledge and agree that Showbox shall not assume or have any liability for any action or inaction with respect to any messages posted by You.
The License Grant
You, or the owner of Content You submit, post or import onto the Website (other than Showbox Content), retain ownership of all right, title and interest in such content. However, by submitting, posting or importing such Content to the Website, and by creating, editing, designing and modifying Video Clips via the Website, You grant Showbox, its affiliates, subsidiaries, assigns, and agents the non-exclusive, limited, worldwide, non-transferable, and non-sublicensable right, for the term of this Agreement, to reproduce, display, perform, distribute, and adapt such Content and Video Clips for: (i) the sole purpose of providing You with the Services, such rights being revocable upon the termination of Your legal agreement with Showbox (the “Content License”); and (ii) promotional and marketing purposes in connection with the Website, such rights being perpetual and surviving after the termination of Your legal agreement with Showbox. For the avoidance of doubt, with the exception of the foregoing rights, Showbox does not and shall not have the right to reproduce or use such Content and Video Clips in any way on any website, platform, or medium whatsoever.
YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. SHOWBOX, ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER USER, PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SHOWBOX SERVICES OR ANY CONTENT THEREUNDER, INCLUDING BUT NOT LIMITED TO ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF, THE SERVICES OR THE CONTENT. SHOWBOX, ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR LOSS OF REVENUES, LOST PROFITS OR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY ACKNOWLEDGE THAT SHOWBOX AND ITS AFFILIATES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO YOU OR OTHER THIRD PARTY WITH RESPECT TO THIS AGREEMENT. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CUMULATIVE LIABILITY OF SHOWBOX, ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT EXCEED THE ACTUAL AMOUNT OF LOSS OR DAMAGE, OR THE SUM OF FIFTY UNITED STATES DOLLARS (USD $50.00), WHICHEVER IS LESS.
Term and Termination
- Each party is an independent contractor and neither is an employee, agent, partner of the other. No joint venture is created by way of this Agreement.
- If You want to terminate Your legal agreement with Showbox, You may do so by (i) notifying Showbox at any time by emailing email@example.com, and (ii) closing Your Showbox account via the Website.
- Upon the termination of this Agreement, the Service License and the Content License shall immediately terminate.
- Showbox may at any time terminate its legal agreement with You if: (i) You have breached any provision of the Agreements (or have acted in manner which clearly shows that You do not intend to, or are unable to comply with the provisions of the Agreement); or (ii) Showbox is required to do so by law (for example, where the provision of the Services to You is, or becomes, unlawful); or (iii) Showbox is transitioning to no longer providing the Service to Users in the country in which You are resident or from which You use the Services; or the provision of the Services to You by Showbox is, in Showbox's opinion, no longer commercially viable. In the case of each of (i) and (ii) of this Section 11.3, Showbox shall, where possible, give reasonable notice of such termination. If Showbox terminates Your account for any of the foregoing reasons, You shall not be entitled to any refund of any fees paid with respect to such account, unless Showbox has otherwise agreed to pay such a refund to You.
- The following Sections shall survive the termination of this Agreement: 24, 5.3, 6, 7, 8, 10, 11.1, 11.6, and 12 shall continue indefinitely
- Your use of the Website shall be governed by this Agreement (as modified from time to time) unless You are asked to agree to a new agreement at any time.
- Showbox will update this Agreement from time to time in its sole discretion. You must, therefore, review the Agreement each time it is presented to You for acceptance and confirm that You agree to the revised terms before You will be allowed use the Website.
- Failure or delay by either party to exercise any of its rights under this Agreement shall not constitute a waiver of those rights. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.
- This Agreement constitutes the entire agreement between both parties and supersedes all previous communications, representations, or understandings between the parties, whether written or verbal. Any amendments to this Agreement must be made in writing and signed by both parties.
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the United States of America. The competent courts in New York City shall have exclusive jurisdiction in any matter pertaining to the terms hereof.
If any provision of this Agreement (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.