Terms of Use

Last Updated: September 5, 2008

Welcome to FiveSprockets, a collaboration platform for media production. The FiveSprockets service (“FiveSprockets”, “the Service”, or “the Services”) is operated by FiveSprockets, Inc. This agreement (“Terms of Use” or “Agreement”) describes the terms on which you may access and use our services. In order to become a FiveSprockets user, you must read and accept all of the terms and conditions of this agreement and the Privacy Policy. In the event of any inconsistency between the FiveSprockets Privacy Policy and this Terms of Use, the Terms of Use shall control. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this Agreement, you may not use nor access our services.

We reserve the right to modify this Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the FiveSprockets service indicates your acceptance of the amended User Agreement.

Description of Service
FiveSprockets is an online service offered to enable users to develop, produce, distribute, and market their media, and to connect and collaborate with other users and related parties and partners more effectively. It includes community and professional-networking features, as well as resources and applications to support media production. Whether writing a script, looking for a gig, managing a production, or learning or sharing production tips, FiveSprockets aids all of these endeavors.

Membership Eligibility
Membership in the Service is void where prohibited. The Service is available to users who are thirteen (13) years of age or older. Users are prohibited from selling, trading, or otherwise transferring their FiveSprockets account to another party. If you do not qualify, you may not use the FiveSprockets Service.

Use of Service
Your use of the FiveSprockets Service is governed by this Agreement. FiveSprockets may refuse service without prior notice to any user for any or no reason.

You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify FiveSprockets of any unauthorized use of your password or account or any other breach of security. FiveSprockets cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Termination
You agree that FiveSprockets may, with or without cause, immediately terminate your FiveSprockets account and access to the FiveSprockets Service without prior notice. Without limiting the foregoing, the following will lead to a termination by FiveSprockets of a user’s use of the FiveSprockets Service (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e) extended periods of inactivity. Termination of your FiveSprockets account includes removal of access to all offerings within the FiveSprockets Service and may also bar you from further use of the FiveSprockets Service. Furthermore, you agree that all terminations shall be made in FiveSprockets’s sole discretion and that FiveSprockets shall not be liable to you nor any third-party for any termination of your account or access to the FiveSprockets Service.

Trademarks
FiveSprockets, the FiveSprockets logo, “Your Virtual Production Studio” and other FiveSprockets logos, names, product names, and page designs are trademarks of FiveSprockets, Inc. You agree not to display or use these trademarks in any manner without FiveSprockets’ prior, written permission.

User Conduct
You understand and agree not to use FiveSprockets to:

Post content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
Use the FiveSprockets Service for any illegal purpose, including but not limited to conspiring to violate laws.
Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
Upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
Upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
Abuse, stalk, threaten, impersonate, harass, or intimidate anyone.
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the FiveSprockets Service.
Post content in fields that aren’t intended for that content. Example: Putting an address in a name or title field.
Interfere with, modify, adapt, or hack the FiveSprockets Service or modify any other website or service offering to falsely imply it is associated in any way with the FiveSprockets service.
Interfere with or disrupt the FiveSprockets Service or servers or networks connected to the FiveSprockets Service, or disobey any requirements, procedures, policies or regulations of networks connected to the FiveSprockets Service.

International Use
Recognizing the global nature of the Internet, you agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Information Provided on this Website
In the course of using the FiveSprockets Service, users may provide information about themselves which may be visible to certain other users (see our Privacy Policy to learn more about information collected on this website). You understand that by posting materials on the FiveSprockets website or otherwise providing materials to FiveSprockets, you are granting to FiveSprockets Corporation a royalty-free, perpetual, irrevocable license to use this information in the course of offering the FiveSprockets service. Furthermore, you understand that FiveSprockets retains the right to reformat, excerpt, or translate any materials submitted by you. You understand that all information publicly posted or privately transmitted through the FiveSprockets Service is the sole responsibility of the person from which such content originated and that FiveSprockets will not be liable for any errors or omissions in any content. You understand that FiveSprockets cannot guarantee the identity of any other users with whom you may interact in the course of using the FiveSprockets Service. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves or relationships they may describe.

Copyrights for User Content
Users retain all copyright interest in the personal content they create with the FiveSprockets Service, such as, but not limited to, story ideas and scripts. For group-shared content, it is the content originator’s responsibility to agree with all other collaborators with respect to copyright ownership and all the rights included therein (artistic control, authorship attribution, revenue share, etc). Content placed into any Public areas of the site will be bound by the terms of the Creative Commons (www.creativecommons.org) license of the Content Originator’s choosing.

Access to Service
Use of manual or automated software, devices, or other processes to “crawl” or “spider” any web pages contained in the FiveSprockets website is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, our web pages or the content included herein. You also agree not to “frame” or otherwise simulate the appearance or function of this website. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.

FiveSprockets Communications
In the course of providing you services, FiveSprockets may need to communicate with you via email (see our Privacy Policy to learn more about communications). You agree to receive emails which are specific to your account and necessary for the normal functioning of the FiveSprockets Service, including welcome emails which help inform new users about various features of the FiveSprockets Service. You also agree to have your name and/or email address listed in the header of certain communications which you initiate through the FiveSprockets Service.

Monitoring and Enforcement
While we have the right to monitor activity and content associated with the FiveSprockets Service, we are not obligated to do so. And since we do not, and may not have the ability to, control or actively monitor content we don’t guarantee its accuracy, integrity or quality. Because community standards vary and individuals sometimes choose not to comply with our policies and practices, in the process of using our website, you may be exposed to content that you find offensive or objectionable. You can contact our Customer Service Department to let us know of content that you find objectionable. We may investigate the complaints and violations of our policies that come to our attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or subscriptions. However, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the website.

Fees
Signing up for a basic FiveSprockets account is free. FiveSprockets reserves the right to charge for the FiveSprockets Service or any portion thereof, modify the pricing of, add to, or discontinue the FiveSprockets Service or any portion thereof without prior notice.

Indemnification
By accepting this User Agreement, you agree to indemnify and otherwise hold harmless FiveSprockets Corporation, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages resulting from i) your use of the FiveSprockets Service; ii) unauthorized access to or alteration of your communications with or through the FiveSprockets Service, or iii) any other matter relating to the FiveSprockets Service. Any business transactions which may arise between users from their use of FiveSprockets are the sole responsibility of the users involved.

Without limitation of the terms and conditions set forth in our Privacy Policy, you understand and agree that FiveSprockets may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this User Agreement, or protect the rights, property, or safety of FiveSprockets, its users, and the public.

Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT THE FIVESPROCKETS SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT FIVESPROCKETS DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. FIVESPROCKETS ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS. FIVESPROCKETS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

FIVESPROCKETS MAKES NO WARRANTY THAT (i) THE FIVESPROCKETS SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE FIVESPROCKETS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE FIVESPROCKETS SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE FIVESPROCKETS SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE FIVESPROCKETS SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FIVESPROCKETS OR THROUGH OR FROM THE FIVESPROCKETS SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT.

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

Entire Agreement
The Terms of Use Agreement constitutes the entire agreement between you and FiveSprockets and governs your use of the FiveSprockets Service, superseding any prior agreements between you and FiveSprockets.

Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT FIVESPROCKETS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FIVESPROCKETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL FIVESPROCKETS’S TOTAL CUMULATIVE DAMAGES EXCEED US $100.

Governing Law
The User Agreement between you and FiveSprockets Corporation will be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles.

General Information
The section titles of this Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of the Agreement to:

FiveSprockets, Inc
Attn: User Agreement Issues
600 B Street, Suite 1850
San Diego CA 92101