TERMS AND CONDITIONS OF USE
Welcome to www.clickflick.com, a website owned and operated by Click Flick Entertainment (the “Company,”
“we” or “us”). By accessing www.clickflick.com o r any of its sub-sites (“Web Site”), you agree to the following
Terms and Conditions. You must not access this Web Site if you do not agree to all of the following Terms and
Conditions. Accessing this Web Site by any means is the equivalent of your signature and indicates your
acceptance of these Terms and Conditions and your intent to be legally bound by them.
Access and Use
The Company, through this Web Site, provides access to a catalog of movies that the user (“User(s)”, “you”,
“your”, “they”) can download in DivX format provided you comply with the Terms, Conditions and policies
outlined on this website. All materials contained in this Web Site, including but not limited to movies available
for download (“Movie(s)”), are protected by rights of publicity, copyright, trademarks, service marks, patents,
trade secrets or other proprietary rights and laws and must only be used for personal, non-commercial purposes.
This means that you may only view or download material from this Web Site for your own use and you must
keep all copyright and other proprietary notices attached to the downloaded material.
Except as expressly authorized by us, you agree not to sell, license, rent, modify, distribute, copy, reproduce,
transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or
Movie(s), in whole or in part, available on the Web Site. The material covered by this prohibition includes,
without limitation, any text, graphics, logos, photographs, audio or video material, or stills from audiovisual
material available on this Web Site. The use of materials from this Web Site on any other Web Site or networked
computer environment is similarly prohibited. Notwithstanding the above, Movie(s) may only be downloaded
and stored on one (1) personal computer and/or burned onto one(1) DVD or one(1) regular data CD for each
individual qualified purchase or promotion, and only be used for personal, non-commercial purposes.
You also agree not to (a) remove, circumvent, disable, damage or otherwise interfere with any security-related
features of the Web Site or the software underlying the Web Site (the “Software”), any features that prevent or
restrict use or copying of any content accessible through the Web Site or features that restrict or enforce
limitations on use of the Web Site; (b) attempt to gain unauthorized access to the Software or Web Site or any
part of it, other user’s accounts, computer systems or networks connected to the Web Site or any part of it,
through hacking, password mining, or any other means or interfere or attempt to interfere with the provision of
the Web Site or any activities on the Web Site. (c) use any robot, spider, scraper or other automated means to
access or use the Web Site or Software without Company’s express consent, including sending automated
queries to determine how the Software, or any part of it, functions or to discover information on the technical
capabilities or restrictions of the Web Site, the Software, or any part of it; (d) provide support or resources or to
conceal or disguise the nature, location, source or ownership of support or resources to any organization
designated by the United States government as a foreign terrorist organization pursuant to section 219 of the
Immigration and Nationality Act; or; (e) collect, store or analyze data about other users other than as permitted
by the Company’s written policies.
If you use the Web Site in violation of the foregoing or otherwise violate these Terms, the Company may
terminate or suspend your use of the Web Site with or without notice to you.
Amendments to this Agreement
The Company reserves the right to change the Terms, Conditions and Notices under which it offers the Web Site.
You are responsible for regularly reviewing these Terms, Conditions and Notices, and any other Terms or
Notices posted on the Web Site. Your continued use of the Web Site after the effective date of such changes
constitutes your acceptance of and agreement to such changes.
Changes to the Web Site
Termination
The Company reserves the right at any time, without notice and in its sole discretion, to modify or discontinue
the Web Site or any features on the Web Site. As set forth in the Privacy Policy, the Company has the right to
retain all non-personally identifiable information relating to your account and use of the Site; provided, however,
that the Company shall delete or remove your personal information within a reasonable period of time.
Authorized Users
In order to use the Web Site, you must be 18 years of age or older. By accessing the Web Site, you represent that
you are over 18 and that all information you provide in connection with your use of the Web Site is complete and
accurate. The Web Site is not intended for use by children under 18. If you are under 18 years of age, you should
not use the Web Site.
Privacy Policy
Visitors and members of the Web Site should refer to our Privacy Policy for information about how the
Company collects, uses and shares personal information. By using the Web Site and accepting these Terms, you
expressly consent to the Company’s collection, use and disclosure of your personal information as described in
the Privacy Policy, which is incorporated herein by reference.
Notwithstanding the foregoing, you acknowledge and agree that we may preserve and disclose information
relating to you and your use of the Web Site, including your personal information, (i) if, in our good faith
judgment, disclosure is required by law, including, compliance with legal process, (ii) to enforce these Terms,
(iii) to respond to copyright, trademark, intellectual property or other claims, or (iv) to protect the rights,
property or personal safety of the Company, its users or the public.
Copyrights; Intellectual Property
Unless otherwise indicated, the Web Site, the Software and all content and other materials on the Web Site,
including, without limitation, all Company trademarks, service marks and logos, and all designs, text, graphics,
pictures, images, music, information, data, software, messages, and other files and the selection and arrangement
thereof (collectively, the “Materials”) are the proprietary property of the Company or its licensors (“Licensors”)
and are protected by U.S. and international copyright laws and may not be copied, imitated or used, in whole or
in part, without the prior written permission of the Company. In addition, the look and feel of the Web Site,
including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade
dress of the Company and may not be copied, imitated or used, in whole or in part, without our prior written
permission. All other trademarks, registered trademarks, product names and company names or logos mentioned
in the Web Site are the property of their respective owners. Advertisements for or reference to any products,
services, processes or other information on the Web Site, by trade name, trademark, manufacturer, supplier or
otherwise does not constitute or imply endorsement, sponsorship or recommendation. All rights not expressly
granted herein are reserved by the Company and its Licensors.
You are granted a limited, non-sublicensable license to access and use the Web Site for noncommercial, personal
use only. Such license is subject to these Terms and does not include: (a) any resale, commercial use, commercial
exploitation, distribution, public performance or public display or transfer of the Web Site, the Software or any
of the Materials, including without limitation, as part of any time-sharing or service bureau arrangement, except
as may be expressly permitted under these Terms; (b) modifying or otherwise making any derivative uses of the
Web Site, the Software or the Materials, or any portion thereof, except with the express permission of the
Company; (c) use of any data mining, robots or similar data gathering or extraction methods; (d) accessing or
downloading (other than the page caching) of any portion of the Web Site, the Software, the Materials or any
information contained therein, except as expressly permitted on the Web Site; (e) any right to reverse engineer,
decompile, disassemble or in any way attempt to derive the source code for the Software; or (f) any use of the
Web Site, the Software or the Materials other than for its intended purpose. Any use of the Web Site, the
Software or the Materials other than as specifically authorized herein, without the prior written permission of the
Company, is strictly prohibited and will immediately and automatically terminate the license granted herein.
Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark
laws and applicable communications regulations and statutes.
Copyright Infringement
Company takes copyright and other intellectual property rights very seriously. On notice, we will act
expeditiously to remove content on this site that infringes the copyright rights of others and will disable the
access to this Web Site and its services of anyone who uses them to repeatedly infringe the intellectual property
rights of others.
If you believe that this Web Site contains elements that infringe your copyrights in your work, please follow our
notice and procedure for making claims of copyright infringement.
Notice and Procedure for Making Claims of Copyright Infringement
Under Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must
include the following:
1) An electronic or physical signature of the owner or of the person authorized to act on behalf of the
owner of the copyright interest;
2) Identification of the copyrighted work (or works) that you claim has been infringed;
3) A description of the material that you claim is infringing, and the location where the original or an
authorized copy of the copyrighted work exists (for example, the URL of the page of the website where
it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);
4) A clear description of where the infringing material is located on our website, including as applicable its
URL, so that we can locate the material;
5) Your name, address, telephone number, and e-mail address;
6) A statement that you have a good-faith belief that the disputed use is not authorized by the copyright
owner, its agent, or the law; and
7) A statement by you, made under penalty of perjury, that the above information in your notice is accurate
and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement
on this Web Site should be sent ONLY to our Designated Agent.
Designated Agent:Glen Cohen
Service Provider(s): Click Flick Entertainment
Full Address of Designated Agent to Which Notification Should be Sent: 4 Glen Road, New Canaan, CT 06840
Telephone Number of Designated Agent: (866) 972-6725
Facsimile Number of Designated Agent:
Email Address of Designated Agent: infringement@clickflick.com
NOTE: THE CONTACT INFORMATION IS PROVIDED SOLELY FOR NOTIFYING THE SERVICE
PROVIDERS REFERENCED ABOVE THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN
INFRINGED.
DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR
TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OR E-MAIL ABUSE, etc.) TO THE
CONTACT LISTED ABOVE. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT. WE
CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE
MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE
MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY
COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A
RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO
CRIMINAL PROSECUTION FOR PERJURY.
Procedure to Supply a Counter-Notice to the Designated Agent
If the content provider, member or user believes that the content that was removed or to which access was
disabled is not infringing, or the content provider, member or user believes that it has the right to post and use
such content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider,
member or user may send a counter-notice containing the following information to the Designated Agent listed
above:
1) A physical or electronic signature of the content provider, member or user;
2) Identification of the content that has been removed or to which access has been disabled and the location
at which the material appeared before it was removed or access to it was disabled;
3) A statement under penalty of perjury that the content provider, member or user has a good faith belief
that the material was removed or disabled as a result of mistake or a misidentification of the material to
be removed or disabled; and
4) Content provider's, member's or user's name, address, telephone number, and, if available, e-mail
address and a statement that such person or entity consents to the jurisdiction of the Federal District
Court for the judicial district in which the content provider's, member's or user's address is located, or if
the Content provider's, member's or user's address is located outside the United States, for New York,
New York, and that such person or entity will accept service of process from the person who provided
notification of the alleged infringement or an agent of such person.
If a counter-notice is received by the Designated Agent, Company may send a copy of the counter-notice to the
original complaining party informing that person that it may replace the removed content or cease disabling it in
10 business days. Unless the copyright owner files an action seeking a court order against the content provider,
member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more
after receipt of the counter-notice, at Company’s sole discretion.
Hyperlinks
Users are granted a limited, non-exclusive right to create a text hyperlink to the Web Site, provided such link
does not portray the Web Site, the Company or any of their respective services in a false, misleading, derogatory
or otherwise defamatory manner, that the link does not imply sponsorship or endorsement of the linking site by
the Company and provided further that the linking site does not contain any adult or illegal material or any
material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time.
Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information
about the Web Site, provided by you in the form of email or other submissions to the Company are nonconfidential
and shall become the sole property of the Company. The Company shall own exclusive rights,
including all intellectual property rights, and shall be entitled to the unrestricted use, publication and
dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or
compensation to you.
Third Party Advertisements, Retailer eCommerce Websites and Content
The Company makes no claim or representation regarding, and accepts no responsibility for, the quality, content,
nature or reliability of third-party web sites accessible by hyperlink from the Web Site, or web sites linking to the
Web Site. Such web sites are not under the control of the Company, and the Company is not responsible for the
contents of any linked web site. We provide these links to you only as a convenience, and the inclusion of any
link does not imply affiliation, endorsement or adoption by us of any such organization, web site or any
information contained therein. When you leave the Web Site, you should be aware that our Terms and policies no
longer govern. You should review the applicable Terms and policies, including privacy and data gathering
practices, of any web site to which you navigate from the Web Site.
The Web Site may also contain advertisements, purchase opportunities or links through which you may purchase
third party goods or services from Retailers. You shall be solely responsible for all purchases made by you
through such third party sites, whether or not you accessed such site through the Web Site. You acknowledge
that the Company is not responsible or liable for any action or inaction of any Retailers, including without
limitation, the failure to deliver any merchandise or services as promised, the availability or quality of any such
merchandise or services or any other aspect of such transaction. Any specifications or other information
regarding products or services from Retailers have either been provided from such Retailers or from other
publicly available sources. The Company makes no representations regarding such specifications, information,
products or services. All such transactions are between you and the third party advertiser or provider.
The Web Site may contain content or provide links to web pages containing content of third parties, including
without limitation, texts, articles, photographs, graphics, designs, music, sound, video, software or other content
or information (“Third Party Content”). The Company does not monitor or have any control over any Third
Party Content or third party web sites. The Company does not represent or warrant the accuracy of any
information contained therein and undertakes no responsibility to update or review any Third Party Content.
Such Third Party Content may include material you may find offensive, indecent or otherwise objectionable.
Use of these links and Third Party Content is at your own risk. You hereby waive any legal or equitable rights or
remedies you may have against the Company with respect to any such Third Party Content or User content.
Indemnification
You agree to defend, indemnify and hold harmless the Company and its affiliates, service providers, partners and
Licensors, and their respective directors, employees, independent contractors, consultants and agents, from and
against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys'
fees) arising out of or related to (i) any content you post, store or otherwise transmit on or through the Web Site;
or (ii) your use of or inability to use the Web Site, including without limitation, any allegations that your content
violates the intellectual property, privacy or other rights of any party or that your conduct is in violation of these
Terms or the rights of any third party.
Disclaimer
THE WEB SITE, THE SOFTWARE, AND THE MATERIALS AND USER CONTENT CONTAINED
THEREIN OR PROVIDED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT AS TO THE SITE, THE SOFTWARE, THE MATERIALS AND THE USER
CONTENT. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE
RETAILERS OR MERCHANDISE OR SERVICES OFFERED BY SUCH RETAILERS AND YOU
ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL YOUR PURCHASES
FROM SUCH RETAILERS, WHETHER THROUGH A LINK FROM THE SITE OR OTHERWISE, AND
THAT ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. THE COMPANY DOES NOT
REPRESENT OR WARRANT THAT THE WEB SITE, THE SOFTWARE, THE USER CONTENT, OR THE
MATERIALS ARE OR WILL BE FREE FROM INTERRUPTION, ACCURATE, COMPLETE, RELIABLE,
CURRENT OR ERROR-FREE. WHILE THE COMPANY WILL ATTEMPT TO MAKE YOUR ACCESS AND
USE OF THE WEB SITE SECURE, THE COMPANY CANNOT AND DOES NOT REPRESENT OR
WARRANT THAT THE WEB SITE, THE SOFTWARE OR ITS SERVER(S) ARE SECURE OR FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, PARTNERS OR LICENSORS OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY
DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF
ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF INCOME OR PROFITS OR
LOSS OF DATA, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR ANY
OTHER LOSS, COST, CLAIM OR EXPENSE OF ANY KIND OR CHARACTER WHETHER IN AN
ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE,
ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEB SITE, THE SOFTWARE, ANY
WEB SITE WITH WHICH IT IS LINKED, OR THE MATERIALS CONTAINED IN OR ACCESSED
THROUGH THE WEB SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR
RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM THE COMPANY,
THE WEB SITE OR AS A RESULT OF THE USE OF THE WEB SITE, OR THAT RESULT FROM
MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS,
VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE,
WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT,
DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY’S RECORDS, FILES, DATA,
PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY,
WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY,
STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE WEB
SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO THE COMPANY FOR ACCESS TO OR USE
OF THE WEB SITE. IF NO FEES ARE PAID BY YOU FOR USE OF THE WEB SITE, YOU AGREE THAT
YOUR REMEDIES SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY. NO ACTION, REGARDLESS
OF FORM, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE WEB SITE MAY
BE BROUGHT BY YOU MORE THAN 1 YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
Third Party Beneficiaries
You acknowledge and agree that the Licensors of the Company are third party beneficiaries under these Terms
and that the Licensors will be able to enforce these Terms as such Terms are intended to be for their benefit as if
such Licensors were a party hereto, including without limitation, enforcement of the intellectual property and
other protections of the Software as set forth herein.
Severability
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that
provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any
remaining provisions.
Assignment
These Terms and any rights and licenses granted to you hereunder may not be transferred or assigned by you, but
the Company reserves the right to transfer or assign these Terms in its sole discretion.
Applicable Law; Venue
These Terms shall be interpreted in accordance with the laws of the State of New York without reference to
conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts of the State of New
York or, if appropriate, the United States District Court for the Southern District of New York for resolution of
any dispute, action, or proceeding arising in connection with this Agreement or your use or non-use of the Web
Site, and you further irrevocably waive any right you may have to trial by jury in any such dispute, action, or
proceeding. You agree that all agreements, notices, disclosures and other communications that Company
provides to you electronically satisfy any legal requirement that such communication be in writing.
The Web Site is hosted in the United States.
These Terms and Conditions of Use contain the entire understanding of the parties regarding their subject matter,
and supersede all prior and contemporaneous agreements and understandings between the parties regarding their
subject matter. No failure or delay by a party in exercising any right, power or privilege under these Terms shall
operate as a waiver thereof. The invalidity or unenforceability of any of these Terms shall not affect the validity
or enforceability of any other of these Terms, all of which shall remain in full force and effect.
Questions and Contact Information
Questions or comments about the Web Site, these Terms or our Privacy and other policies may be directed to us
by email at: info@clickflick.com
