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Pixel Broadcasting, LLC Terms & Conditions

www.FliggeeBox.com is part of Pixel Broadcasting, LLC’s Internet services developed to deliver short-form quality news and entertainment to our viewers.

PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE PARTICIPATING IN THE FLIGGEEBOX NETWORK OR ON THE FLIGGEEBOX WEBSITE LOCATED AT (WWW.FLIGGEEBOX.COM). BY PARTICIPATING, YOU AGREE TO THESE TERMS & CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, PLEASE DO NOT PARTICPATE IN THE FLIGGEEBOX NETWORK OR ON THE FLIGGEEBOX WEBSITE LOCATED AT (WWW.FLIGGEEBOX.COM).

THE TERMS AND CONDITIONS OF THIS WEBSITE GOVERN YOUR PROVISION OF CONTENT TO PIXEL BROADCASTING FOR POSSIBLE INCLUSION IN THE FLIGGEEBOX NETWORK OR ON THE FLIGGEEBOX WEBSITE LOCATED AT (WWW.FLIGGEEBOX.COM) OR ON ANY OTHER EXISTING OR FUTURE PRODUCTS OR SERVICES DEVELOPED BY PIXEL BROADCASTING OR ITS ASSOCIATED COMPANIES. THIS AGREEMENT IS BETWEEN YOU (AS DEFINED BELOW) AND PIXEL BROADCASTING. AND IS SUBJECT TO CHANGE BY PIXEL BROADCASTING IN ACCORDANCE WITH CLAUSE 12.8. BY CLICKING ON THE “I ACCEPT” BUTTON YOU (A) ACCEPT THIS AGREEMENT EITHER FOR YOURSELF, OR ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY; (B) AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS; AND (C) HAVE ENTERED INTO A BINDING AGREEMENT BETWEEN YOU AND PIXEL BROADCASTING.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THIS AGREEMENT.

1. INTRODUCTION
1.1 By entering into this Agreement, you are requesting to participate in the Program where Pixel Broadcasting provides services for the providers of content who seek to make their content available to end users, subject to the terms of this Agreement. References to “you” or “your” means you or, if you are entering into this Agreement on behalf of your employer or another entity, then this means that employer or entity.
1.2 Participation in the Program is subject to Pixel Broadcasting’s prior approval and your continued compliance with the Agreement. We reserve the right to refuse participation at any time in our sole and absolute discretion, and to withdraw content, suspend, restrict and/or terminate any services provided under this Agreement and your participation in the Program, immediately without notice to you and without liability to Pixel Broadcasting, for any reason, including for violation of our copyright policy or other Program policies. You must complete the registration process and create a FliggeeBox account in order to participate in the Program. To register and create an account, go to http://www.fliggeebox.com/Register.aspx. Multiple accounts held by the same individual or entity is subject to immediate termination unless expressly authorized in writing by Pixel Broadcasting (including by electronic mail). You are solely responsible for keeping your email address and other contact information updated.
1.3 You must have the right to use any and all of the data (personal or otherwise), images, music and any and all other content of any sort that is contained in your Authorized Content (as defined in clause 2.1 below), and you must have the right to grant the rights granted under this Agreement.
1.4 Nothing in this Agreement obliges Pixel Broadcasting to use, display, distribute or make available, the Authorized Content (as defined in clause 2.1 below) submitted by you. Pixel Broadcasting is not responsible for any loss, theft, intellectual property infringement or damage of any kind to the Authorized Content (as defined in clause 2.1 below).

2. LICENCE
2.1 Once you indicate that you accept this Agreement as set out herein and your account has been opened, you may designate content for participation in the website and distribution by us in accordance with this Agreement by either: (a) sending copies of your content to us in a format designated by us at an address and means specified by us through regular U.S.P.S. mail and/or electronic mail; and/or (b) otherwise making such content available to us; and in all cases together with additional information about your content in the form provided online when you upload your content as requested in the forms located at http://www.fliggeebox.com/PitchHome.aspx. All content so designated by you and contained within or provided by you in association with such content, including but not limited to any underlying and third party content that is incorporated in or synchronized with the content is referred to collectively in this Agreement as “Authorized Content”.
2.2 You hereby grant Pixel Broadcasting a non-exclusive, royalty-free licence to copy, host, crawl, cache, route, transmit, index, store, modify, adapt, translate into machine-readable form, reformat, and create excerpts of, display, perform, communicate and make available (for streaming or for download), sell and/or transact copies of, combine with digital rights management or other copy protection technology, analyze and create algorithms based on and otherwise use the Authorized Content (including in combination with other content) in order to make the Authorized Content available (in whole or in part) to end users of the Pixel Broadcasting products and services which are available now or which are subsequently developed (including for syndication on third party sites) worldwide unless otherwise noted in writing between "You" and Pixel Broadcasting. The foregoing licence includes, and you shall be responsible for, all licences, rights and clearances that are required to use any underlying and third party content that is incorporated in, synchronized with or is part of the Authorized Content in accordance with this Agreement and all applicable laws, and references in this Agreement to Authorized Content shall include references to such third party content.
2.3 Pixel Broadcasting reserves the right to display advertisements with your Authorized Content.
2.4 Licensed Territories. Pixel Broadcasting will not restrict access to the Authorized Content to any end users based on IP addresses. Consequently, the Authorized Content may be broadcast and/or viewed worldwide, and you understand and hereby consent to such broadcasting and/or viewing. You understand and agree that such access shall not be deemed a breach of this Agreement by Pixel Broadcasting and that you have obtained all licences, rights and clearances that are required by all applicable laws to use any underlying and third party content that is incorporated in, synchronized with or is part of the Authorized Content for worldwide use.

3. YOUR RIGHTS AND OBLIGATIONS
3.1 You are responsible for: (a) the clearance of all underlying and third party content as set out in clause 2.2; (b) obtaining adequate performer's consents and any other permissions, clearances, and releases in respect of the Authorized Content and Pixel Broadcasting's exploitation or other use of it as set out in this Agreement; (c) the timely payment of any and all residual, participation and/or repeat fee payments, and any other payments to writers, artists, performers, producers, directors, unions or guilds (or similar) incurred as a result of Pixel Broadcasting’s exploitation of its rights under this Agreement, and ensuring that such payments represent the entire consideration for the Authorized Content and the exploitation thereof, including full and proper equitable remuneration; and (d) the timely payment of any other royalties, fees and/or sums payable with respect to the Authorized Content and any other data and materials provided by you under this Agreement.
3.2 You hereby grant Pixel Broadcasting a non-exclusive, worldwide, royalty free licence to use your trademarks, trade names, name, designs and logos (together “Brand Features”) in connection with the Authorized Content, and to use portions of the Authorized Content for advertising or promotional purposes, including making the Brand Features available to the public and using them in presentations, marketing, customer lists, financial reports and website listings of customers. If this Agreement is terminated, we may continue to use any printed materials in which your excerpts and Brand Features are contained. You may not issue any public announcement regarding the existence or terms of this Agreement or use any of Pixel Broadcasting’s Brand Features without Pixel Broadcasting’s prior written approval.
3.3 You may withdraw your Authorized Content from public display in the Program by providing Pixel Broadcasting with a written request.
3.4 Privacy. You agree that we may use information that you provide to us when you register for the Program in accordance with the Pixel Broadcasting privacy policy located at http://www.fliggeebox.com/FliggeeBoxPrivacy.aspx. In addition, you agree that Pixel Broadcasting may transfer and disclose this information to third parties for the purpose of approving and enabling your participation in the Program. Pixel Broadcasting disclaims all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party.

4. PIXEL BROADCASTING’S RIGHTS AND OBLIGATIONS
4.1 Hosting, Serving, Storage, and Indexing. Except as set forth in clause 4.3 below, and subject to clause 1.4 above, provided that you are in compliance with your obligations hereunder, Pixel Broadcasting shall store Authorized Content on servers hosted or controlled by Pixel Broadcasting or its associated companies.
4.2 Costs. Pixel Broadcasting shall be only responsible for costs and fees associated with hosting and storage of the Authorized Content. Pixel Broadcasting will not be responsible for any cost incurred by you in developing, procuring or delivering the Authorized Content to Pixel Broadcasting.
4.3 Withdrawal of Authorized Content, Links or Brand Features. Pixel Broadcasting shall use reasonable efforts to remove Authorized Content from the Pixel Broadcasting services within sixty (60) days of confirmed receipt (by Pixel Broadcasting) of written notice to Pixel Broadcasting of the withdrawal of Authorized Content. If Pixel Broadcasting becomes aware or determines in its sole discretion that: (a) the Authorized Content (or any part thereof), or the Brand Features: (i) violates the intellectual property rights or any other rights of any third party; (ii) violates any applicable law, regulation or code of practice or is subject to an injunction or other action by a third party; (iii) is pornographic, obscene or otherwise violates Pixel Broadcasting’s policies (as may be updated by Pixel Broadcasting from time to time in its sole discretion); (iv) is being improperly or illegally distributed by you; or (v) may otherwise create liability for Pixel Broadcasting; or (b) the display of the Authorized Content is impacting the integrity of Pixel Broadcasting services (by way of example only, so that end users are unable to access the Authorized Content or otherwise experience difficulty); Pixel Broadcasting shall, in its sole discretion, cease displaying, such Authorized Content on the Pixel Broadcasting services (or any part thereof), or your Brand Features with no liability to Pixel Broadcasting.
4.4 Pixel Broadcasting’s Notice of Infringement And Takedown Procedures. A copyright owner of content that appears as Authorized Content but which the copyright owner believes is infringing such owner’s rights must provide notice to Pixel Broadcasting at info@fliggeebox.com with the following information:
  • The name, address, and electronic signature of the complaining party;
  • The infringing materials and their Internet location or the reference or link to the infringing materials;
  • Sufficient information to identify the copyrighted works;
  • A statement by the owner that it has a good faith belief that there is no legal basis for the use of the materials complained of;
  • A statement of the accuracy of the notice and, under penalty of perjury, that the complaining party is authorized to act on the behalf of the owner.
Once such notice is given to Pixel Broadcasting, it shall expeditiously remove, or disable access to, the material. Pixel Broadcasting is not required to notify the individual responsible for the allegedly infringing material that it plans to remove such material, but such notice, will be provided by Pixel Broadcasting after the material is removed.
4.5 Pixel Broadcasting’s Counter-Notice And Put-Back Procedures: If Pixel Broadcasting notifies a user that its submission has been removed, Pixel Broadcasting will then provide a user with an opportunity to submit a proper written "counter-notice" claiming to Pixel Broadcasting stating that the material has been wrongly removed and that the material does not infringe copyrights. Pixel Broadcasting will then promptly notify the claiming party of the individual's objection, and if the copyright owner does not bring an appropriate lawsuit in U.S. district court within 14 days, then Pixel Broadcasting will restore the material to its location on its network. A proper “counter-notice” must contain the following information:
  • The subscriber's name, address, phone number and physical or electronic signature.
  • Identification of the material and its location before removal.
  • A statement under penalty of perjury that the material was removed by mistake or misidentification.
  • Subscriber consent to local federal court jurisdiction, or if overseas, to an appropriate judicial body.
4.6 Advertising. Pixel Broadcasting may serve advertising (“Ads”) on any and all of the Pixel Broadcasting services, including but not limited to any of the pages of www.fliggeebox.com . Such Ads will appear in the style and format as may be offered by Pixel Broadcasting and as may be modified from time to time by Pixel Broadcasting.

5. PROPRIETARY RIGHTS
5.1 Pixel Broadcasting and its associated companies shall not acquire any right, title or interest in or to the Authorized Content, except as provided in this Agreement. You acknowledge that Pixel Broadcasting and its associated companies shall own all right, title and interest (including without limitation all intellectual property rights) relating to Pixel Broadcasting’s Brand Features including the Pixel Broadcasting Websites including but not limited to www.fliggeebox.com and the Pixel Broadcasting services (and any derivative works or enhancements thereof), including but not limited to the FliggeeBox Video Player and all software, technology, products, information, content, materials, guidelines and documentation, and you shall not acquire any right, title, or interest therein. Any rights not expressly granted herein are deemed withheld.

6. REPRESENTATIONS AND WARRANTIES.
6.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement, to fully perform its obligations and to grant the rights granted under this Agreement.
6.2 You represent and warrant that: (a) You are at least 18 years of age if you are a natural person, and all of the information provided by you to Pixel Broadcasting to enroll and participate in the Program is accurate and up to date (including without limitation information you provide in the forms at www.FliggeeBox.com/PitchHome.aspx and www.FliggeeBox.com/Register.aspx ); (b) you have, and will maintain throughout the Term, all rights, clearances, permissions, authorizations and licenses that are required in order for you to fully perform your obligations, to grant the rights and licenses granted and for Pixel Broadcasting to use the Authorized Content and your Brand Features as permitted under this Agreement; (c) the Authorized Content is not subject to any dispute, obligation or third party interest which may prevent or restrict in any way the exploitation of the Authorized Content as set out in this Agreement; (d) the Authorized Content, your Brand Features and Pixel Broadcasting’s possession and use of the same in accordance with this Agreement do not infringe any third party right, including but not limited to rights arising from contracts between you and third parties, intellectual property rights, trade secrets, privacy rights and rights in relation to personal data, rights of publicity, or any other proprietary rights; (e) the Authorized Content is not, in whole or in part, pornographic, defamatory, offensive or obscene; and (f) the Authorized Content will not contain or originate any contaminated file, viruses, worms, Trojan horses or other similar harmful components.
6.3 Apart from the terms set out in this Agreement, no conditions, warranties or other terms shall apply. In particular, no implied conditions, warranties or other terms relating to satisfactory quality or fitness for any purpose will apply to anything supplied by either party. Pixel Broadcasting makes no warranty or representation that the Pixel Broadcasting services or technology provided by it under this Agreement will be uninterrupted or error-free, including the delivery of Authorized Content and/or any limitations on end user access to, or use of, Authorized Content, or that results or information obtained from Pixel Broadcasting services will be accurate or reliable.

7. INDEMNIFICATION.
7.1 You shall indemnify (and keep fully and effectively indemnified) and defend Pixel Broadcasting, its associated companies and syndication partners, and any of their respective directors, officers, employees, agents, contractors and licensees from and against any and all claims, demands, causes of action, debt or liability, including reasonable legal fees (“Losses”) incurred in connection with any third party claim based upon or otherwise arising out of: (a) their use of any Authorized Content, your Brand Features or any other materials made available by you in accordance with this Agreement; (b) a claim alleging facts that would constitute a breach of your representations and warranties in clauses 6.1 or 6.2; (c) a claim that the Authorized Content is or contains any content that is defamatory, obscene, or otherwise in breach of, or encourages breach of any applicable law, regulation or code of practice; (d) a claim that any websites to which the Authorized Content links (including products and services therein) violates or encourages violation of any applicable laws, regulations or codes of practice; and/or (e) a claim resulting from your actual or anticipated breach of your obligations under clauses 2.2, 3.1 or 3.2.

8. LIMITATION OF LIABILITY
8.1 IN NO EVENT SHALL PIXEL BROADCASTING, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE FLIGGEEBOX WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT PIXEL BROADCASTING SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The FLIGGEEBOX Website is controlled and offered by PIXEL BROADCASTING from its facilities in the United States of America. PIXEL BROADCASTING makes no representations that the FLIGGEEBOX Website is appropriate or available for use in other locations. Those who access or use the FLIGGEEBOX Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

9. TERM, TERMINATION AND WITHDRAWAL OF AUTHORIZED CONTENT
9.1 Either party may suspend performance and/or terminate any Agreement, in whole or in part, with immediate effect, if the other party: (a) is in material breach of the Agreement where the breach is incapable of remedy; or (b) is in material breach of the Agreement where the breach is capable of remedy and fails to remedy that breach within sixty (60) days after receiving written notice of such breach.
9.2 Pixel Broadcasting may terminate this Agreement with immediate effect, if it ceases to carry on business.
9.3 Pixel Broadcasting may terminate this Agreement immediately upon written notice to you if you breach any of the representations and warranties contained in clauses 6.1 or 6.2 of this Agreement.
9.4 Upon any termination of this Agreement, Pixel Broadcasting shall use reasonable efforts to cease display of Authorized Content to end users within sixty (60) days of the effective date of termination.
9.5 Pixel Broadcasting may at any time and in its sole discretion and without liability to Pixel Broadcasting terminate the Program or any product, service or feature thereof, or withdraw any Authorized Content from the Program. The following clauses shall survive any expiration or termination of this Agreement: 2.2, 2.3,5,6, 7, 8 & 10.

10. GENERAL
10.1 Assignment. You shall not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, without the prior written consent of Pixel Broadcasting (which shall not be unreasonably withheld or delayed). Pixel Broadcasting may sub-contract or assign or transfer any of its obligations or rights under this Agreement in whole or in part at its sole discretion.
10.2 Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent: (a) if to you at the email address you provided to Pixel Broadcasting during the registration process; or (b) if to Pixel Broadcasting marked for the attention of the Pixel Broadcasting Legal Department, and sent to the following address/fax number: Pixel Broadcasting,LLC 255 West 75th Street Suite PHA New York, NY 10023 fax: 646-478-9114 Notice shall be deemed received: (i) upon receipt when delivered personally; (ii) upon written verification of receipt from overnight courier; (iii) upon verification of receipt of registered or certified mail; or (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail. Each party may change its address for service of notices by serving notice on the other in accordance with this clause10.2.
10.3 Relationship. The parties are and will remain independent contractors and nothing in this Agreement will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party.
10.4 Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
10.5 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.
10.6 The failure to require performance of any provision will not affect a party’s right to require performance at any time thereafter; nor will waiver of a breach of any provision constitute a waiver of the provision itself.
10.7 This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes any all previous contracts or arrangements of any kind between the parties relating to the subject matter. The preceding does not limit or exclude either party’s liability for fraud or fraudulent misrepresentation.
10.8 Notification of variations to this Agreement. We may revise the terms of this Agreement at any time, and if we do so, then we will provide the revised terms and conditions for you to accept or reject when you next log in to the Program, and by sending notice to you at your email address of record. You must accept or reject the new terms and conditions within five (5) days from the date the notice was sent to you, by logging into the Program at http://www.fliggeebox.com or as otherwise designated in writing by Pixel Broadcasting, and accepting or rejecting the new terms. If you do not accept or reject the new terms within the five (5) day period, you will be deemed to have accepted and be bound by the new terms. If you do not wish to be bound by the new terms, then this Agreement will terminate and you will no longer be able to participate in the Program.
10.9 You agree that: (i) the FliggeeBox Website shall be deemed solely based in New York; and (ii) the FliggeeBox Website shall be deemed a passive website that does not give rise to personal jurisdiction over Pixel Broadcasting, either specific or general, in jurisdictions other than New York. These Terms & Conditions shall be governed by the laws of the State of New York. Any claim or dispute between you and Pixel Broadcasting that arises in whole or in part from the FliggeeBox Website shall be decided exclusively by a court of competent jurisdiction located in New York County, New York. These Terms & Conditions, together with the Privacy Notice at http://www.fliggeebox.com /FliggeeBoxPrivacy.aspx and any other legal notices published by Pixel Broadcasting on the Website, shall constitute the entire agreement between you and Pixel Broadcasting concerning the FliggeeBox Website. YOU AND PIXEL BROADCASTING, LLC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE FLIGGEEBOX WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

11. Trademarks
11.1 FliggeeBox, fliggeebox.com, Pixel Broadcasting, Pixel Sketch, Pixel Sketch Studios and each of their logos are trademarks of Pixel Sketch, Inc. All rights reserved. All other trademarks appearing on Pixel Broadcasting Services are the property of Pixel Sketch, Inc or their respective owners.
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© 2010 Pixel Broadcasting, LLC. Fliggeebox is a trademark of Pixel Sketch, Inc.