Terms of Use (“Terms”)
Dear user,
1. Introduction
We, Freydesign Productions, its subsidiaries and affiliates (collectively, “we” or “us” or “our”), appreciate your business, visit to, and use of our website (the “Site”). The Site is an interactive, media, collaborative creation, subscription and e-commerce platform that enables subscribers (“Subscriber” or “Subscribers” or “you” or “your” or “yours”) to view audiovisual content, consume culture, discuss content with other users of the site, provide thoughts and feedback to creative teams related to completed and in-progress projects, support these projects financially, recommend people to work on projects, get directly involved with the projects, and purchase merchandise (the “Services and Products”).
These Terms and Conditions (the “Terms” or the “Agreement”) govern your access to, and use of, the Services and Products made available by us on the Site.
By registering, accessing and using the Site and/or using our Services and Products, you are agreeing to be bound by the following Terms without modification, limitation or qualification. You must be at least 13 years old (or, outside of the United States, the applicable legal age) to use our Site. You accept these Terms and agree to comply with them. These Terms expressly supersede prior agreements or arrangements with you. Please read them carefully. Please also note that we will, at our sole discretion, modify or revise these Terms at any time by updating the text of this page, and you are bound by any such modification or revision. You should therefore visit this page periodically to review the Terms. Your continued access, use or browsing on this Site following the posting of changes to the Terms, means you accept those modifications or revisions.
2. Incorporated Terms
The following additional terms are incorporated into this Agreement as if fully set forth herein:
By using and/or visiting the Site, you represent that you have read, understand, and agree to this Agreement, including our Privacy Policy and incorporated herein by reference.
While we make reasonable efforts to ensure that the Site remains available, we do not represent or warrant that access or functionality will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Site, or its features, at all times. We reserve the right at any time and from time to time to change, modify, or discontinue, temporarily or permanently the Site, or any part thereof. Such changes, modifications, additions, or deletions shall be effective immediately upon their implementation. Your use of the website after we post such changes, modifications, additions or deletions, or other method of legal acceptance, constitutes your acceptance of such changes, modifications, additions or deletions.
The Site may contain typographical errors or inaccuracies, including relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time.
3. User Account
In order to use certain features of the Site, you will be required to select a password and username (“User Name”), create an account (“Account”) and register for subscriptions. The information we require for your Account is provided below under Personal Information We Collect. Such information enables us to efficiently provide Services and Products to you whether on the basis of a subscription, a single order, a promotional campaign or otherwise. Note that when you open an Account, you are required to provide and maintain accurate, complete and up-to-date information and contact information on your Account. If we believe the information provided in your Account is inaccurate, misleading or not up-to-date, we will close down your Account.
You shall not select or use as a User Name a name that is (i) the name of another person with the intent to impersonate that person; (ii) subject to any rights of a person other than you without appropriate authorization; or (iii) otherwise offensive, vulgar or obscene.
4. Personal Information We Collect
If you open an Account, receive Services and/or Products via subscription, single order or otherwise, the personal information we may require from you in order that we can serve you best, may include:
• (i) Your address (e-mail and/or physical address);
• (ii) Your full name; and
• (iii) Card payment details.
5. Passwords and Accounts
You are responsible for controlling the access to and use of your Account. Always make sure that your password is kept confidential. You understand and agree that we may assume that instructions from an individual associated with your Account are authoritative and should be acted upon by us.
We are not responsible for any unauthorized access to your Account or profile, and any ramifications of such access, and are not required to take action to disable any account. You agree that you will not bring an action against us arising out of or related to any claimed unauthorized access using your account credentials.
Notwithstanding the foregoing, if we believe that there has been unauthorized access to your Account, we may take reasonable efforts with reasonable speed, to disable or lock your Account, or otherwise address your situation. In the event that you would like to report a breach, please contact accountbreach@freydesignproductions.com with the term “Account Breach Notice” in the subject line.
6. Rules of Conduct
The following rules apply to the use of the Site.
You agree that you will not:
• violate any applicable law or regulation in connection with your use of the Site;
• modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Site;
• copy, publish, broadcast, modify, distribute or transmit any Content in any way without our prior written consent;
• interfere with or disrupt the operation of the Site;
• attempt to probe, scan or test the vulnerability of our system or network or to breach security or authentication measures without proper authorization;
• take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• harvest or collect the email address or other contact information of other users of the Site;
• scrape or collect content from the Site via automated, manual or any other means;
• remove any copyright, trademark or other proprietary notices from any portion of the Site;
• submit, post or make available false, incomplete or misleading information to the Site, or otherwise provide such information to us; or,
• impersonate any other person or business.
Except for the standard operation of the posting, responding and contributing to Projects, you may not use the Site for any other commercial purposes.
You agree not to distribute, upload, make available or otherwise publish through the Site any suggestions, information, ideas, comments, questions, notes, plans, proposals, graphics, drawings, designs, text, information, audio, photos, software, music, sounds, video, comments, messages or similar materials (“Content”) that:
• are unlawful or encourages another to engage in anything unlawful;
• are false, misleading or fraudulent;
• contains a virus or any other similar programs or software which may damage the operation of our or another’s computer;
• violate the rights of any party or infringes upon the patent, trademark, trade secret, copyright, or other intellectual property right of any party; or,
• are libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening, bullying or otherwise objectionable.
You are not licensed to access any portion of the Site that is not public. Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your access to the Site shall not be limited to violations of these rules of conduct.
We may restrict, suspend or terminate your use of or access to the Site and the Services and Products if we believe you are in breach of or are attempting to breach the Terms or applicable law or for any other reason without notice or liability.
Intellectual Property:
7. Copyright Notice
All content and software included on or used in the Site is the property of Freydesign Productions or its content or software suppliers, as the case may be, is protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Freydesign Productions and is protected by United States and international copyright laws. Freydesign Productions, Chicago, Illinois, United States – All Rights Reserved.
8. Trademark Notice
All marks on our Site including, but not limited to, Freydesign Productions, Freyvision, are trademarks of ours in the United States and other countries. Freydesign Productions, Freyvision and their related graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through Freydesign Productions Services and the Site, are trademarks or trade dress of ours in the United States and other countries. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits us.
Our Site may contain logos, trademarks, or other intellectual property belonging to third parties not affiliated with Freydesign Productions. You are responsible for complying with all legal obligations and the intellectual property policies related to any use by you of any third party’s intellectual property displayed on our Site. You agree to indemnify and hold harmless Freydesign Productions for any use by you of any third party’s intellectual property or proprietary information displayed on our Site.
9. Ownership
The Site and the Services and all rights therein are and shall remain our property. Neither these Terms nor your use of the Site and the Services and Products convey or grant to you any rights in or related to the use or reference in any manner Freydesign Productions’ company names, logos, product and service names, trademarks or services marks.
10. Unlawful Activity
We reserve the right to investigate complaints or reported violations of these Terms and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any content necessary or appropriate to such persons or entities relating to your registration data, usage history, posted materials, IP addresses, traffic and Content.
11. Handling of User Activity
The Site is designed to permit users to respond to, interact and communicate about projects through the Site, and otherwise present and share themselves, their feedback, comments, suggestions, proposals, ideas and activities on the Site (collectively “Activity”). You are under no obligation to engage in Activity. To facilitate the foregoing, we require certain rights to use the results of this Activity and some of those rights must survive after your use of the Site ends or is terminated, for example, in order to display past conversations and exchanges between you and other users to those users that may still be using the Site.
Thus, you hereby grant us a nonexclusive, irrevocable, worldwide, universal, perpetual, unlimited, assignable, and fully sublicensable right, during the term of your use of the Site and thereafter as necessary to copy, improve, remove, retain, add, process, analyze, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display and commercialize any Activity you engage in via the Site, or related to the Site, and its Projects. This right may be utilized in any way now known or in the future discovered, without any further consent, notice and/or compensation to you or to any third parties. This may include commercial use of the rights of publicity, persona, image, name, likeness, statements or other information of the individuals engaging in such Activity. We may also this Activity to (a) distribute the Activity on the Site, (b) facilitate your communications with other users or the public, (c) operate the non-public backend operations of the Site, including the transfer of the Activity to certain of services providers in order to enable your full use of the Site, and for any other purpose or use reasonably necessary to operate, administer, promote, market or engage in other business purposes relating to the Site.
If you provide engage in Activity, you represent and warrant that you own or otherwise control the rights to your Activity and any and all elements thereof; that you have the rights from any and all third parties appearing in such Activity to use such third parties’ names, images or likenesses and any other third party-owned elements as necessary in and as part of your submission of said Activity; and that the submitted Activity will not infringe or violate the rights of any third parties.
You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any Activity that you may have under any applicable law or under any legal theory and, if not waivable, agree not to enforce any such rights with regard to the Activity and its use.
Freydesign Productions reserves the right, at its sole discretion, to edit any Activity and to choose to include or not include such Activity on the Site. You acknowledge that we are under no obligation to maintain the Site, or any information, materials, Activity or other matter you submit, post or make available to or on the Site. We reserve the right to withhold, remove and or discard any such material.
Disclaimer of Warranties and Limitation of Liabilities:
12. Disclaimer of Warranties
All the content on the Site is for informational purposes only and expressly disclaims all representations and warranties, expressed or implied, in connection with the Services and/or the Products and this Agreement, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. All materials provided hereunder are provided “as is” and “with all faults.”
13. Limitation of Liabilities
To the extent permitted by applicable law, no claim may be made by you or any other person against us, or our affiliates, directors, officers, employees and/or attorneys, for any special or punitive, indirect and consequential damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and you hereby waive, release and agree not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.
Any and all claims you may have against us that arise from, or are related to, a civil or criminal enforcement action against you shall be governed by, and subject to, the dispute resolution terms in this Agreement.
14. Indemnification
To the extent authorized by applicable law, you agree to defend, indemnify and hold us, our officers, directors, employees, agents, and/or attorneys harmless against any and all claims, demands, damages, losses, liabilities and costs, including, without limitation, reasonable legal, expert and accounting fees, incurred by us in connect with any claims, actions or demands alleging or resulting from your Activity (including our software) on our Site, your direct or indirect breach of these Terms, or your violation of law or of the rights of any third party.
You agree to indemnify and hold Freydesign Productions, its members, shareholders, consultants, directors, officers, employees, heirs, successors, assigns, agents, attorneys and other representatives (collectively, the “Indemnified Party”), harmless from any and all manner of actions, suits, debts, sums of money, interest owed, accounts, controversies, agreements, guaranties, promises, undertakings, charges, damages, judgments, executions, obligations and reasonably incurred costs, expenses and fees (including reasonable attorneys’ fees and court costs), counterclaims, claims, demands, causes of action, liabilities, losses, damages and amounts paid in settlement incurred, paid or sustained that the Indemnified Party may suffer as a result of your use of the Site, your breach of these Terms, whether direct or indirect or your violation of law or of the rights of any third party.
General/Miscellaneous:
15. Assumption of Risk
By agreeing to these Terms, you acknowledge that there are federal, state, and local laws pertaining to the Services and Products, and these laws vary by jurisdiction. You are responsible for compliance with all the laws of your jurisdiction, and you assume all liability with regard to the purchase, possession, and use of our Services and Products.
16. Third-Party Links and Sites
While using our Site, you may encounter links to third party websites or see third party advertisements, marketing, sponsor and/or promotional campaigns. Please note that we shall have no liability, obligation or responsibility for your access to such third party links or services. Note further that such third party providers will require your agreement to additional or different terms and conditions prior to your use of or access to their goods or services. We disclaim any and all responsibility or liability arising from such agreements between you and said third party providers, nor the veracity and accuracy of information provided by the third parties. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Site.
17. Digital Millennium Copyright Act
If you believe any Freydesign Productions Content infringes on your copyright, please email us at DMCA@freydesignproductions.com.
18. Assignment
You shall not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this provision is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
19. No Waiver
Our failure to insist upon or enforce any provision of these Terms (or to exercise any other right or remedy under these Terms) shall not be construed as a waiver of any provision or right under these Terms nor shall it prevent or restrict the further exercise of that or any other right or remedy.
20. Severability
In the event that any provision of this Agreement shall be determined to be illegal, unenforceable or excessively broad as to duration, geographical scope or activity, then that provision shall be construed so that the remaining provisions of this Agreement shall not be affected, but shall remain in full force and effect, and any such illegal or overly broad provision shall be deemed, without further action on the part of any party, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in the applicable jurisdiction.
21. Termination
These Terms are, and are intended to be, a continuing agreement and shall remain in full force and effect. We may, in our sole discretion, terminate, change, suspend, disable, add to or discontinue any aspect of the Site, these Terms and Services and Products, or your Account at any time, and without liability to any user.
In the event of any of these for any reason: (i) access granted to you in the Terms may immediately terminate; and (ii) you may be required to immediately cease all use of the Site and destroy or erase all copies of the Site in your possession or control.
Any use of the Site after termination is in violation of our copyright and other intellectual property rights. In the event of the above, we reserve the right to refuse service, terminate accounts, remove or edit content or cancel orders at our sole discretion. All sections of the Terms will remain in effect in the event of any of the aforementioned actions.
22. Governing Law; Forum and Jurisdiction
You hereby agree that any action arising between you and Freydesign Productions in relation to these Terms and/or your use of the Site and our Services and Products, shall be governed by, and construed in accordance with, the laws of the State of Illinois, without regard to principles of conflicts of laws, as the same may, from time to time, be in effect, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Any and all disputes or controversies arising under or relating to the interpretation or application of the terms of these Terms or any extension or modification thereof, or the asserted breach thereof by any party, shall be resolved through final and binding arbitration in Chicago, Illinois by a single arbitrator to be chosen by the American Arbitration Association under its Commercial Arbitration Rules. Any arbitrator so appointed shall be empowered to, in addition to awarding actual money damages (but not punitive damages) against the party found to have violated these Terms, grant in their award, injunctive or other types of equitable relief, to enforce specific performance of these Terms, and to prevent any continuing or further violation of its terms. Judgment upon the award rendered in such arbitration may be entered in any court having jurisdiction there.
23. Disputes and Arbitration
This clause addresses the parties’ rights and options in the event of a legal dispute over the Agreement.
You agree that any claim or dispute arising out of or relating in any way to your use of the Site, or any service provided by Freydesign Productions, will be resolved solely and exclusively by binding arbitration, rather than in court.
The Federal Arbitration Act and federal arbitration law apply to this Agreement. The laws of the State of Illinois shall govern this Agreement, and shall be used in any arbitration proceeding. Any claim or dispute arising out of, or in connection with any third-party that you may have met through use of the Site, and with whom you have a separate agreement will be resolved as provided for in that agreement.
BOTH PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL.
This means there is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
You and Freydesign Productions agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
If for any reason a claim proceeds in court rather than in arbitration, both you and Freydesign Productions agree that parties have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that Freydesign Productions may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Site, or to Freydesign Productions, may only be brought by you in a state or federal court located in Chicago, Illinois. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND IRREVOCABLY AGREE TO THE VENUE FOR SUCH DISPUTES BEING CHICAGO, ILLINOIS.
24. Notice; process
A party who intends to seek arbitration must first send a written notice of the dispute, by electronic mail to legal@freydesignproductions.com and by certified mail, Federal Express, UPS, or Express Mail (signature required) to the address below (“Notice”). Freydesign Productions’ address for Notice is: Freydesign Productions., Attn: General Counsel, [ADD ADDRESS] , USA. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Freydesign Productions may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Freydesign Productions shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
25. Enforceability
If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in the ‘Governing Law; Forum and Jurisdiction’ section above shall govern with respect to any aspect of any dispute, claim or controversy that, as a result of such invalidation, is no longer governed by this Arbitration Agreement.
26. Force Majeure
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest, national emergency, revolution, insurrection, pandemic, infectious disease outbreak, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
27. Entire Agreement
This Agreement, including our Privacy Policy and where applicable, all related exhibits, appendices, and attachments, which are incorporated herein by this reference, constitutes the sole and entire agreement of the parties regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
28. Further Inquiries
Feel free to direct any questions to us about these Terms, the Site and our Services and Products, or any other issues, via e-mail at privacy@freydesignproductions.com.