BY CLICKING “I ACCEPT” AT THE END OF THIS AGREEMENT OR BY INSTALLING, ACCESSING, OR USING THE FINELIGHT MEDIA PLATFORMS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ITS TERMS AND CONDITIONS, AND THAT YOU AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS.
1. LICENSE GRANT. Subject to your continued compliance with this Agreement, Finelight Media provides to you a single, revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Finelight Media Platforms during the term of this Agreement on your personal computer, laptop, mobile phone, or other mobile computing device only for personal or internal business purposes.
In connection with the foregoing license and as the only right to sublicense, you may also enable an individual employee(s) of yours (each, an “Authorised User(s)”) to access and use the Finelight Media Platforms so long as all such use remains in compliance with this Agreement. Moreover, you acknowledge and agree that you shall be responsible for monitoring you and your Authorised User(s)’s use of the Finelight Media Platforms and for maintaining compliance with the terms and conditions of this Agreement. Accordingly, any breach of this Agreement by an Authorised User(s) shall constitute a breach by you. In connection with this license, references to “you” or “user” throughout this Agreement mean you, any Authorised User(s), and the corporate or entity-level client of Finelight Media that accesses the Finelight Media Platforms per any other agreement with Finelight Media.
The content layout, formatting, and features of and online or remote access processes for the Finelight Media Platforms shall be as specified by Finelight Media in its sole discretion. You also acknowledge and agree to the following: (i) Finelight Media has the right to control and direct the means, manner, and method by which the Finelight Media Platforms is provided; (ii) Finelight Media may, from time to time engage independent contractors, consultants, or subcontractors to aid Finelight Media in providing the Finelight Media Platforms or use thereof; and (iii) Finelight Media has the right to provide the Finelight Media Platforms to others.
2. RESTRICTIONS ON USE. All rights not expressly granted under this Agreement are hereby reserved to Finelight Media. Accordingly, you are hereby prohibited from using the Finelight Media Platforms in any manner that is not expressly and unambiguously authorised by this Agreement. You therefore may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Finelight Media Platforms, or any portion of the Finelight Media Platforms without Finelight Media’s prior written consent except as expressly and unambiguously authorised herein. Moreover, you may not (a) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Finelight Media Platforms or in any way reproduce or circumvent the navigational structure or presentation of the Finelight Media Platforms to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Finelight Media Platforms, (b) attempt to gain unauthorised access to any portion or feature of the Finelight Media Platforms or any other systems or networks connected to the Finelight Media Platforms or to any Finelight Media server or to any of the services offered on or through the Finelight Media Platforms, by hacking, password “mining,” or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the Finelight Media Platforms or any network connected to the Finelight Media Platforms, nor breach the security or authentication measures on the Finelight Media Platforms or any network connected to the Finelight Media Platforms, (d) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Finelight Media Platforms, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Finelight Media Platforms or Finelight Media’s systems or networks or any systems or networks connected to the Finelight Media Platforms, (f) use any device, software, or routine to interfere with the proper working of the Finelight Media Platforms or any transaction conducted on the Finelight Media Platforms, or with any other person’s use of the Finelight Media Platforms, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Finelight Media on or through the Finelight Media Platforms, or (h) use the Finelight Media Platforms in an unlawful manner.
3. ATTRIBUTION. In order to reflect Finelight Media’s ownership of the Finelight Media Platforms and to protect Finelight Media’s interests therein, you shall ensure that proper attribution and notice appears with any use of the Finelight Media Platforms. You shall also undertake to include in connection with any printout or subsequent use of any content from the Finelight Media Platforms a notice including the following information, “Copyright © Finelight Media (or its licensors)” and such other information as designated by Finelight Media. In accordance with the foregoing, during the Term of this Agreement, Finelight Media hereby grants to you a limited, non-exclusive, non-transferable right and license to use the full trade name of “Finelight Media” solely in connection with your attribution of the applicable content. In connection with this trademark license grant, you agree to comply with any guidelines for use as provided by Finelight Media from time to time.
4. USER OBLIGATIONS. By downloading, accessing, or using the Finelight Media Platforms, you represent and warrant that you will abide by all applicable local, state, national laws and regulations with respect to your use of the Finelight Media Platforms, and that you are at least the legal age of majority. In addition, you agree to assume all responsibility concerning your use of the Finelight Media Platforms, including being held responsible for any and all activity occurring through your username and password (and the related account access). You further represent and warrant that (i) you will at all times provide true, accurate, current, and complete information (and updates thereto) when submitting information to Finelight Media through the Finelight Media Platforms; and (ii) you will at all times comply with the terms and conditions of this Agreement. Moreover, by installing, accessing, or using the Finelight Media Platforms, you agree to allow Finelight Media to collect certain information regarding your use of the Finelight Media Platforms (including, without limitation, certain data regarding feature utilisation, navigation, and personal information (e.g., name, email, etc.), and further agree to provide Finelight Media reasonable cooperation in connection with operation of or support for the Finelight Media Platforms. You also agree to receive electronic communications from Finelight Media. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or relating to the Finelight Media Platforms or Finelight Media’s services. These electronic communications are part of your relationship with Finelight Media, and you receive them as part of your use of the Finelight Media Platforms. You therefore hereby agree that any such notices, agreements, disclosures, or other communications that Finelight Media sends you electronically will satisfy any legal communication requirements.
6. FEEDBACK. Finelight Media welcomes your feedback and suggestions about Finelight Media’s products or services or with respect to how to improve the Finelight Media Platforms. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Finelight Media, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Finelight Media and enable Finelight Media to use such Feedback. In addition, any Feedback received by Finelight Media will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license from you for Finelight Media to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist therein, and you hereby waive any claim to the contrary.
7. LINKS TO OTHER SITES. The Finelight Media Platforms may connect to certain third-party websites or online networks (collectively, “Third Party Sites”). These Third-Party sites have not necessarily been reviewed by Finelight Media and are owned, controlled and/or maintained solely by third parties over whom Finelight Media exercises no control. Your correspondence or any other dealings with third parties found through any Third-Party site on the Finelight Media Platforms is solely between you and such third party. Accordingly, Finelight Media hereby expressly disclaims and shall not have any liability or responsibility for any Third-Party sites.
8. MOBILE SERVICES. The Finelight Media Platforms offers various tools or display functionality that are available to you via your mobile phone or other mobile computing device (collectively, “Mobile Services”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices or in all locations. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices; what restrictions, if any, may be applicable to your use of the Mobile Services; and how much such use will cost you. Nevertheless, all use of the Finelight Media Platform shall be strictly in accordance with this Agreement.
9. PROPRIETARY RIGHTS. This Agreement provides only a limited license to access and use the Finelight Media Platforms in accordance with the terms of this Agreement. Accordingly, you hereby agree that Finelight Media transfers no ownership or intellectual property interest or title in and to the Finelight Media Platforms or any other Finelight Media intellectual property to you or anyone else in connection with your use of the Finelight Media Platform. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Finelight Media Platforms are exclusively owned, controlled, and/or licensed by Finelight Media or its licensor(s). FINELIGHT MEDIA, and all other marks identifying the products or services of Finelight Media are proprietary trademarks of Finelight Media, and any use of such marks, including, without limitation, as domain names, account identifiers, or in connection with any search engine optimisation practice(s), without the prior express written permission of Finelight Media is hereby strictly prohibited.
11. DISCLAIMER. THE FINELIGHT MEDIA PLATFORMS IS PROVIDED ON AN “AS-IS” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. FINELIGHT MEDIA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. FINELIGHT MEDIA ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE FINELIGHT MEDIA PLATFORMS WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR PARTICULAR REQUIREMENTS AND/OR NEEDS. THEREFORE, YOU ASSUME THE ENTIRE RISK REGARDING THE QUALITY AND/OR PERFORMANCE OF THE FINELIGHT MEDIA PLATFORMS.
12. LIMITATION OF LIABILITY. YOU ALSO EXPRESSLY ABSOLVE AND RELEASE FINELIGHT MEDIA FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND FINELIGHT MEDIA’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, OR NATURAL DISASTERS, STRIKES, OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FINELIGHT MEDIA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DEALINGS OR AGREEMENTS BETWEEN YOU AND A THIRD PARTY, THE USE OF THE FINELIGHT MEDIA PLATFORMS, WITH THE DELAY OR INABILITY TO USE THE FINELIGHT MEDIA PLATFORMS, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THE FINELIGHT MEDIA PLATFORMS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF FINELIGHT MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF FINELIGHT MEDIA FOR ANY REASON WHATSOEVER RELATED TO USE OF THE FINELIGHT MEDIA PLATFORMS SHALL NOT EXCEED two hundred pounds (£200) (GBP) OR THE AMOUNT PAID BY YOU TO FINELIGHT MEDIA DURING THE TWELVE (12) MONTHS PRECEDING ANY CLAIM, WHICHEVER IS GREATER.
13. INJUNCTIVE RELIEF. You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, violations or infringement of Finelight Media’s intellectual property or proprietary rights, may cause irreparable injury to Finelight Media, whereby such injury would not be quantifiable in monetary damages, and Finelight Media would not have an adequate remedy at law. In the event of such injury or potential for such injury you therefore hereby agree that Finelight Media shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.
14. SECURITY & ENFORCEMENT. Any actual or attempted use of the Finelight Media Platforms by you in violation of this Agreement may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Misuse Act (UK) and the Computer Fraud and Abuse Act of 1986 (USA). Finelight Media reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Finelight Media Platforms (“User Information”) without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Finelight Media Platforms. Finelight Media may share any User Information Finelight Media obtains from you with any law enforcement organization in connection with any investigation or prosecution of possible criminal or unlawful activity. Finelight Media will also disclose User Information as required by any court order and/or subpoena. In addition, Finelight Media hereby reserves the right in its sole direction to at any time and without notice modify, suspend, terminate, and/or interrupt operation of or access to the Finelight Media Platforms, or any portion thereof, in order to protect the Finelight Media Platforms, Finelight Media intellectual property, Finelight Media, or the business interests of Finelight Media and/or its members and affiliates.
15. GOVERNING LAW. This Agreement has been made in and will be construed and enforced in accordance with the laws of the United Kingdom. You agree to the personal jurisdiction by and venue in any court in England and waiver any objection to such jurisdiction or venue and further to a jury trial in any action. Any claim that you might have against Finelight Media must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In any legal proceeding brought by Finelight Media, Finelight Media shall have the right to seek and be awarded all reasonable legal fees and costs in addition to any other relief, at law or in equity, to which Finelight Media may be entitled. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form. Please print a copy of this Agreement or contact Finelight Media if you wish to receive a printed copy of this Agreement.
16. TERM AND TERMINATION. This Agreement will take (re-take) effect at the time you click “I ACCEPT”, download the Finelight Media Platforms or begin using the Finelight Media Platforms, whichever is earliest. This Agreement will terminate automatically if (i) you fail to comply with any of its terms and conditions; or (ii) cease all use of the Finelight Media Platforms. Termination will be effective without notice. In addition, Finelight Media may in its sole discretion terminate this Agreement upon notice to you for any or no reason. Upon termination of this Agreement, any and all right(s) to use the Finelight Media Platforms shall immediately cease and you must promptly delete or destroy all copies of the Finelight Media Platforms in your possession or control. Sections 2, 6, 9 and 11-19 will survive the termination of this Agreement.
17. WAIVER & SEVERABILITY. Finelight Media’s failure to insist upon strict performance of any of the terms and conditions of this Agreement by you will not operate as a waiver of any subsequent or other default or failure of performance. If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable pursuant to applicable law or court order including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision(s) that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
18. OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to the access or use of Finelight Media’s other products and services. If there is a conflict between this Agreement and any other notices, terms, or conditions, Finelight Media shall resolve any conflict in good faith in its sole discretion, but this Agreement shall generally control with respect to accessing and using the Finelight Media Platforms.