Legal | RawFilm

Legal

RAWFILM, INC. STOCK FILM CLIP LICENSE

The following Stock Film Clip License Agreement (“License Agreement”) together with the Terms of Use https://www.raw.film/articles/legal ("TOU"), as they each may be amended or updated from time to time, constitute an agreement (collectively the “Agreement”) between you (“Licensee”) and RawFilm, Inc. and any of its affiliates (collectively “RawFilm”), setting forth the rights and obligations with respect to one or more motion-picture clips available on www.raw.film (the “Site”) which are selected and paid for in full by Licensee (each a “Licensed Clip”, collectively, “Licensed Clips”). If Licensee is a legal entity (and not a natural person), you represent and warrant that you are fully authorized to bind Licensee to this Agreement, and you acknowledge that RawFilm will rely on that representation and warranty. Licensee consents to receive communications from RawFilm electronically and Licensee agrees that all agreements, notices, disclosures and other communications that RawFilm provides to Licensee electronically satisfy any legal requirement that such communications be in writing.

Please review this License Agreement before purchasing a license for any Licensed Clip because it applies to use of any Licensed Clips.

  1. Defined Terms.
    1. Advertising Use” means use in any form of advertisement, endorsement, commercial or promotion, including use (i) in a print advertisement, (ii) in a billboard or other physical (whether static, dynamic or interactive) display advertisement, (iii) in any form of electronic, internet, mobile application display advertisement (whether static, dynamic or interactive, and including in context advertisements), or (iv) in any form of video or audio (including on television, film, motion picture, internet, mobile application or radio) broadcast or in context advertisement or commercials or infomercials.
    2. Commercial Use” means use in motion-picture visual and audio-visual works, including both Advertising Use and Editorial Use.
    3. "Editorial Use" means use in motion-picture visual and audio-visual works, strictly for newsworthy use and expressly excludes any Advertising Use.
    4. Production” means only a single motion-picture visual or audio-visual work that incorporates one or more Licensed Clips into a single new and original motion-picture visual or audio-visual work, that is significantly different from the original Licensed Clips and has taken time, effort, and skill to produce. For the avoidance of doubt, Production excludes all other forms of use of the Licensed Clips, such as use in merchandise and print publications.
    5. "Term" means the period beginning on full payment and continuing in perpetuity unless terminated as permitted in this Agreement.
    6. "Territory" means world-wide, except where any Licensed Clip is prohibited under the applicable law.
  2. License Fee, Refunds, and Taxes. Licensee shall pay RawFilm in full the amount stated on the Site for each Licensed Clip used in a single Production (the “License Fee”). Use of the same Licensed Clip in multiple Productions requires a separate License Fee for each Production. All sales of licenses to Licensed Clips are final, and RawFilm is under no obligation to refund any License Fees under any circumstances, except if RawFilm terminates the license with respect to one or more Licensed Clips pursuant to Section 10(b). If Licensee requests a refund, and RawFilm, in its sole discretion, provides a refund, the license granted in this License Agreement for the applicable Licensed Clips will be rescinded as if never granted. Licensee is responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the License Agreement or any use of the Licensed Clips.
  3. Grant of Rights. Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement, in consideration of the License Fee and Licensee’s other obligations set forth herein, RawFilm hereby grants to Licensee during the Term the nonexclusive, non-transferable (except as provided in Section 11(e)), perpetual (subject to Section 10), and non-sublicensable right and license throughout the Territory:
    1. to reproduce, distribute, display, modify, edit, and perform each of the Licensed Clips solely as part of a single Production for Editorial Use or Commercial Use, as indicated on the Site and/or during the purchase process for each Licensed Clip. For clarity if “editorial” is indicated on the Site and/or during the purchase process for a particular Licensed Clip, the license for that Licensed Clip shall be limited to Editorial Use only.
    2. to reproduce, distribute, display, modify, and edit individual “still” frames from a Licensed Clip, solely in connection with the in context marketing, promotion and advertising of the Production that incorporates the Licensed Clip, provided that the Licensed Clip is not limited to Editorial Use.
  4. Reservation of Rights. Licensee shall use the Licensed Clips only as permitted under this Agreement and shall not, and shall not authorize, permit, or enable any other person or entity to, access, use, exploit, distribute, or perform any other act on or relating to any of the Licensed Clips except as expressly permitted by this Agreement. Any music, dialogue or other ambient audio contained in any Licensed Clip is incidental only and is not licensed by RawFilm; accordingly, Licensee is solely responsible for obtaining any additional clearances relating to any of the audio that may be required. RawFilm reserves all rights not expressly granted to Licensee under this Agreement. Licensee acknowledges and agrees that nothing in this Agreement limits or restricts RawFilm’s rights in or use of the Licensed Clips in any way. Neither this Agreement, nor any act, omission, or statement by RawFilm or Licensee, conveys any ownership right to Licensee in any Licensed Clip, or to any element or portion thereof. As between the parties, RawFilm owns and retains all right, title, and interest in and to the Licensed Clips. Licensee’s permission to use the Licensed Clips is expressly conditioned on Licensee not impairing RawFilm’s copyright in the Licensed Clips in any way.
  5. Credit and Notification.
    1. Credit. If Licensee includes any credits or legal notices in the Production, or upon written request from RawFilm, Licensee shall provide RawFilm with the following credit, including any applicable copyright or trademark notice, in the end titles of the Production: [NAME OF PRODUCTION] Contains footage © [YEAR-meaning the year indicated on the Site for the Licensed Clip or otherwise indicated by RawFilm] RawFilm, Inc. www.raw.film.
    2. Notice and Copy. Licensee shall use commercially reasonable efforts to notify RawFilm via email of each Production within 30 days of any distribution. Upon request by RawFilm, Licensee shall send a copy of the Production to RawFilm promptly after its completion unless the Production is available online, in which case Licensee shall email RawFilm a link that provides online access to a Production.
    3. Trademarks. Other than with respect to the credit obligation in this Section 5, Licensee has no right to use RawFilm’s name or any trademarks or logos. Further, Licensee take all necessary actions to protect all copyright and other rights in the Licensed Clips, as reasonably requested by RawFilm.
  6. Additional Licensee Obligations and Restrictions.
    1. No Distribution of Raw Licensed Clips. Licensee may not allow access to raw (unedited) Licensed Clips, except for the purpose of creation, reproduction or distribution of Productions made by or for the Licensee as permitted by this Agreement.  Licensee may not (i) distribute, transmit or publicly display Licensed Clips as a template, a standalone file or to others for consumption, reproduction or re-sale, or (ii) superficially modify any raw Licensed Clips and sell or license them to others for consumption, reproduction or resale.
    2. No Use in Trademarks or Logos. You may not incorporate any Licensed Clips into a logo, trademark or service mark.
    3. Permissions. Although RawFilm will use commercially reasonable efforts to obtain releases from talent appearing in all Licensed Clips available for Commercial Use (“RawFilm Releases”), RawFilm does not represent that it has obtained any other releases, such as location, property, and trademark releases. RawFilm does not obtain releases for individuals appearing in Licensed Clips made available only for Editorial Use. Excluding only the RawFilm Releases, Licensee shall, before use of any Licensed Clip, obtain from all persons and entities who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in the Licensed Clip, such written and signed licenses, permissions, waivers, releases, and consents (collectively, "Permissions" and each, individually, a "Permission"), including those relating to publicity, privacy, and any intellectual property rights, as are, or reasonably may be expected to be, necessary for Licensee to exercise its rights in the Licensed Clips as permitted by this Agreement. Licensee also shall obtain any required Permissions from any applicable union or guild, including SAG-AFTRA, Writers Guild of America, and Directors Guild of America, and make all required reuse and other fees and residual payments. If any Licensed Clip includes music, which is expressly excluded from the scope of any license granted herein by RawFilm, Licensee shall obtain all Permissions, including but not limited to master use, synchronization, and other licenses and performer consents, and pay all fees and other payments, required for use of the music in the Licensed Clips as permitted by this Agreement. Licensee shall provide RawFilm with a copy of each such fully executed Permission upon request.
    4. Rights Management. Licensee shall maintain intact all electronic tracking, encryption, fingerprinting, and other access control, digital rights management, and copy protection, as may be embedded in the electronic file containing the original Licensed Clip when downloaded from the Site.
    5. Prohibited Use. Licensee shall not use any Licensed Clip, or any portion thereof including portions depicting any person, in any manner that: (i) is defamatory, obscene, or pornographic, depicts anyone in a false light or deceptive context, infringes any trademark, other intellectual property, or any other right, or is otherwise unlawful or injurious or advocates unlawful or immoral activities; or (ii) suggests or implies sponsorship or endorsement of or by, or association with, any third party; or (iii) competes with or is detrimental to RawFilm.
    6. Notification of Unauthorized Use. If Licensee becomes aware of any unauthorized access, duplication of any Licensed Clips, Licensee agrees to promptly notify RawFilm via email at contact (at) raw.film.
  7. Representations and Warranties. Each party represents and warrants that it has the full right, corporate power, and authority to enter into and perform its obligations under this Agreement.
  8. Indemnification. Licensee shall indemnify, defend, and hold harmless RawFilm and its officers, directors, employees, agents, affiliates, successors, and assigns, from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any claim, suit, action, or proceeding relating to any actual or alleged breach by Licensee of its representations, warranties, covenants, or other obligations hereunder, or resulting directly or indirectly from the Production or Licensee's use of the Licensed Clips, including but not limited to failure to obtain any required Permission.
  9. Limitation of Liability.
    1. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 7, RAWFILM HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER THIS AGREEMENT INCLUDING SPECIFICALLY ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR RAWFILM’S OBLIGATION TO USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN RAWFILM RELEASES APPLICABLE TO LICENSED CLIPS AVAILABLE FOR COMMERCIAL USE, RAWFILM MAKES NO REPRESENTATION OR WARRANTY THAT IT POSSESSES ANY RELEASES FOR OR CONCERNING ANY INDIVIDUAL, PRODUCT, GRAPHIC, PICTORIAL, ARCHITECTURAL, OR OTHER WORK OF AUTHORSHIP, TRADEMARK, TANGIBLE PROPERTY, OR OTHER MATTER DEPICTED IN THE LICENSED CLIPS AND COMPANY IS SOLELY RESPONSIBLE FOR OBTAINING ALL LICENSES, CONSENTS, RELEASES, RIGHTS, WAIVERS, AND PERMISSIONS REQUIRED FOR THEIR USE.
    2. RAWFILM WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER RAWFILM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAWFILM’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE LICENSE FEE PAID DURING THE 12 MONTH PERIOD PRECEDING THE CLAIM THAT IS THE BASIS FOR THE LIABILITY.
  10. Termination.
    1. Breach by Licensee. This Agreement will terminate automatically with respect to all Licensed Clips if Licensee materially breaches or fails to comply with any terms or conditions of this Agreement and does not cure such breach or failure within 14 days.
    2. Third Party Claim. RawFilm may terminate this Agreement upon notice by RawFilm, with respect to one or more Licensed Clips, if RawFilm reasonably determines that use of those Licensed Clips as authorized herein are, or are likely to become, the subject to a third party claim, in which event RawFilm will offer a refund for the affected Licensed Clips.
    3. Effect of Termination. On the expiration or termination of this Agreement, including with respect to only those Licensed Clips that are subject to a termination notice by RawFilm pursuant to Section 10(b), all rights licensed under this Agreement will terminate and immediately revert to RawFilm and Licensee shall (i) cause to be inactivated and erased all electronic copies of the Licensed Clips in its control and (ii) destroy any tangible copies of the Licensed Clips. For the avoidance of doubt, in the event RawFilm terminates the Agreement for breach, Licensee shall immediately cease all distribution, performance, and other use of any and all instances of Licensed Clips including as contained in any Production. Sections 4-11 shall survive termination of this Agreement.
  11. Standard Terms.
    1. Interpretation. Unless the context requires otherwise, in any part of this License Agreement: (i) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; (ii) "must not", "should not", "shall not" and "may not" are expressions of prohibition, and "will", "must", "should" and "shall" are expressions of command, and not merely expressions of future intent or expectation; (iii) use of the singular imports the plural and vice versa; (iv) references to one or no gender include the other or no gender; "(v) when applied to a company, "Affiliate(s)" means any/all companies that from time to time directly or indirectly are owned or controlled by such company, under common ownership or control with such company or own or control such company; (vi) "Person" means an individual or legal entity, including a company or a governmental agency or instrumentality; and (vi) the headings in this Agreement are for ease of reference only and shall not affect its interpretation. This License Agreement shall not be interpreted against the drafting party.
    2. Modification to the Agreement. Notwithstanding anything else in this or any other agreement, (i) RawFilm reserve the right to make changes to this License Agreement, the  TOU, and other restrictions and policies available from the applicable Licensed Clips pages on the Site, at any time and without notice to Licensee, and (ii) Licensee will be subject to those terms in force at the time that the Licensed Clip was downloaded and paid for by Licensee. For avoidance of doubt, a change to any of the terms will not apply to a Licensed Clip that was first downloaded and paid for by Licensee prior to the change. No modification, deletion, amendment of any provision is binding on RawFilm unless in writing signed by Raw Film’s authorized representative or posted by RawFilm on the Site.
    3. Equitable Relief. Licensee agrees that irreparable damage would occur to RawFilm if any provision of this Agreement were not performed in accordance with its terms by Licensee. In the event of non-performance by Licensee, RawFilm will be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which it is entitled at law or in equity.
    4. No Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. No Assignment. Licensee shall not assign any of its rights, or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without RawFilm’s prior written consent except that Licensee may assign its rights under this Agreement to the extent necessary to authorize third parties to distribute the Production strictly in accordance with the rights granted to Licensee herein, provided that Licensee remains primarily liable hereunder. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    6. Entire Agreement. This License Agreement, together with the TOU and other restrictions and policies available from the applicable Licensed Clips pages on the Site, is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment to this Licensee Agreement is effective unless it is in writing and signed by an authorized representative of RawFilm. If any term or provision of this Licensee Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement nor invalidate or render unenforceable such term or provision in any other jurisdiction. In the event of any conflict between this License Agreement and the TOU or other restrictions, and policies available from the applicable Licensed Clips pages on the Site, the terms of this License Agreement shall govern to the extent of the conflict.
    7. Independent Contractor Relationship. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    8. Disputes. This License Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or relating to this License Agreement will be instituted exclusively in the federal courts of the United States of America or the courts of the State of California in each case located in the City and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The Agreement, any download of Licensed Clips and access to and use of the Site, and the entering into this Agreement will be deemed to take place in the United States. No action, regardless of form, arising out of the License Agreement, any supplemental or other agreement or under this Agreement may be brought by Licensee more than one year after the cause of the action has accrued.

 

LAST UPDATED: 3/15/18

Website Terms of Use

Version 1.0

Last revised on: December 1st, 2017

The website located at www.raw.film (the “Site”) is a copyrighted work belonging to RawFilm, Inc. (“Company”, “us”, “our”, and “we”).  Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.  All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE.  BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).  YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD.  IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 8.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

  • Accounts
  • Account Creation.  In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form.  You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site.  Company may suspend or terminate your Account in accordance with Section 7.
  • Account Responsibilities.  You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.  You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.  Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
  • Access to the Site
  • License.  Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.
  • Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms.  All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
  • Modification.  Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you.  You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
  • No Support or Maintenance.  You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.
  • Ownership.  You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers.  Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.
  • Indemnification.   You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms or (c) your violation of applicable laws or regulations.  Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of Company.  Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
  • Third-Party Links & Ads; Other Users
  • Third-Party Links & Ads.  The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”).  Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads.  Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads.  You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
  • Other Users.   Your interactions with other Site users are solely between you and such users.  You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions.  If there is a dispute between you and any Site user, we are under no obligation to become involved.
  • Release.  You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads).  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
  • Disclaimers

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  

  • Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.  

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.   

  • Term and Termination.   Subject to this Section, these Terms will remain in full force and effect while you use the Site.  We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms.  Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately.   Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account.  Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5 and Sections 3 through 8.
  • General
  • Changes.  These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site.  You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site.  These changes will be effective immediately for new users of our Site.  Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
  • Dispute Resolution. Please read this Arbitration Agreement carefully.  It is part of your contract with Company and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
  • Applicability of Arbitration Agreement.  All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.  Unless otherwise agreed to, all arbitration proceedings shall be held in English.  This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
  • Notice Requirement and Informal Dispute Resolution.  Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  A Notice to the Company should be sent to: 3334 Brittan Ave #10, San Carlos, California 94070.  After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally.  If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.  The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
  • Arbitration Rules.  Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section.  If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.  The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms.  The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879.  The arbitration shall be conducted by a single, neutral arbitrator.  Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief.  For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules.  Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise.  If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00.  Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
  • Additional Rules for Non-Appearance Based Arbitration.  If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
  • Time Limits.  If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
  • Authority of Arbitrator.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and the Company.
  • Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement.  Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court.  In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
  • Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  
  • Confidentiality.  All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.  The parties agree to maintain confidentiality unless otherwise required by law.  This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
  • Severability.  If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
  • Right to Waive.  Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted.  Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
  • Survival of Agreement.  This Arbitration Agreement will survive the termination of your relationship with Company.  
  • Small Claims Court.  Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
  • Emergency Equitable Relief.  Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.  A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
  • Claims Not Subject to Arbitration.  Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
  • Courts.  In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within San Mateo County, California, for such purpose
  • Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
  • Disclosures.  Company is located at the address in Section 8.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
  • Electronic Communications.  The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
  • Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  Company may freely assign these Terms.  The terms and conditions set forth in these Terms shall be binding upon assignees.
  • Copyright/Trademark Information.  Copyright © 2017 RawFilm, Inc. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
  • Contact Information:

Address:
RawFilm, Inc.
1968 S. Coast Hwy #422,
Laguna Beach CA 92651
Email: contact@raw.film

RAWFILM, INC.

PRIVACY POLICY

Last Updated: December 1st, 2017

This privacy policy (“Policy”) describes how RawFilm, Inc. and its related companies (“Company”) collect, use and share personal information of consumer users of this website, www.raw.film (the “Site”). This Policy also applies to any of our other websites that post this Policy. This Policy does not apply to websites that post different statements.

WHAT WE COLLECT

We get information about you in a range of ways.

Information You Give Us. We collect your‎ name, postal address, email address, phone number, username, password as well as other information you directly give us on our Site.

Information We Get From Others. We may get information about you from other sources. We may add this to information we get from this Site.

Information Automatically Collected. We automatically log information about you and your computer. For example, when visiting our Site, we log your computer operating system type, browser type, browser language, the website you visited before browsing to our Site, pages you viewed, how long you spent on a page, access times and information about your use of and actions on our Site.

Cookies. We may log information using "cookies." Cookies are small data files stored on your hard drive by a website. We may use both session Cookies (which expire once you close your web browser) and persistent Cookies (which stay on your computer until you delete them) to provide you with a more personal and interactive experience on our Site.    This type of information is collected to make the Site more useful to you and to tailor the experience with us to meet your special interests and needs.

USE OF PERSONAL INFORMATION

We use your personal information as follows:

  • We use your personal information to operate, maintain, and improve our sites, products, and services.
  • We use your personal information to respond to comments and questions and provide customer service.
  • We use your personal information to send information including confirmations, invoices, technical notices, updates, security alerts, and support and administrative messages.
  • We use your personal information to communicate about promotions, upcoming events, and other news about products and services offered by us and our selected partners.
  • We use your personal information to protect, investigate, and deter against fraudulent, unauthorized, or illegal activity.
  • We use your personal information to provide and deliver products and services customers request.

SHARING OF PERSONAL INFORMATION

We may share personal information as follows:

  • We may share personal information with your consent. For example, you may let us share personal information with others for their own marketing uses. Those uses will be subject to their privacy policies.
  • We may share personal information when we do a business deal, or negotiate a business deal, involving the sale or transfer of all or a part of our business or assets. These deals can include any merger, financing, acquisition, or bankruptcy transaction or proceeding.
  • We may share personal information for legal, protection, and safety purposes.
    • We may share information to comply with laws.
    • We may share information to respond to lawful requests and legal processes.
    • We may share information to protect the rights and property of RawFilm, Inc., our agents, customers, and others. This includes enforcing our agreements, policies, and terms of use.
    • We may share information in an emergency. This includes protecting the safety of our employees and agents, our customers, or any person.
  • We may share information with those who need it to do work for us.

We may also share aggregated and/or anonymized data with others for their own uses.

INFORMATION CHOICES AND CHANGES

Our marketing emails tell you how to “opt-out.” If you opt out, we may still send you non-marketing emails. Non-marketing emails include emails about your accounts and our business dealings with you.

You may send requests about personal information to our Contact Information below. You can request to change contact choices, opt-out of our sharing with others, and update your personal information.

You can typically remove and reject cookies from our Site with your browser settings. Many browsers are set to accept cookies until you change your settings. If you remove or reject our cookies, it could affect how our Site works for you.

CONTACT INFORMATION. We welcome your comments or questions about this privacy policy. You may also contact us at our address:

RawFilm, Inc. 1968 S. Coast Hwy #422, Laguna Beach CA 92651

CHANGES TO THIS PRIVACY POLICY. We may change this privacy policy. If we make any changes, we will change the Last Updated date above.