Flickawat, Inc. (“Flickawat”) is an online video library that offers viewers the opportunity to purchase Original content videos from its website located at Flickawat.com. By registering as a member, whether as a viewer, content provider or both, you accept the Terms of Service (“Terms”) which forms a binding agreement between you and Flickawat.  If you believe that you cannot agree to be bound by said Terms, you are requested to view videos elsewhere.

Who May Use Flickawat:
Age Requirement: While Flickawat does not impose an age requirement on its viewers or content providers, any minor (minor age will be determined by the state of residence) will be required to have a parent or legal guardian’s permission to purchase or upload videos on Flickawat. If you do qualify as a minor, please have your parent or legal guardian read the Terms with you.

Parent/Guardian: Please be advised that, by granting your child permission to use Flickawat, you agree to be bound by the Terms set forth in this agreement on behalf of your minor child. It is your responsibility as the parent and or guardian to monitor, supervise and regulate your minor child’s use of and purchases of video content on or from Flickawat. Should you have any questions regarding Flickawat content, you may contact us at 1-855-Flickawat or info@flickawat.com.

Privacy:
Please see our Privacy Policy. Your use of this site is your consent to the Flickawat Privacy policy.

Membership:
Registration: To have complete access to Flickawat, you must create a member account by providing a user name, password, and valid email address. You must provide complete and accurate registration information to Flickawat. If you are a business or other entity, the individual whose email address is registered, must have the authority to bind the entity to this Agreement

Username: You are strictly prohibited from using anything other than your legal name or a name you have specific legal authority to use.

Password/Account Security: You are responsible for maintaining the confidentiality of your account password and are fully responsible for any and all activity that originates or occurs under your password and account. You shall not allow others to use your account. If you suspect or become aware of any unauthorized access, or other security breach, you must change your password and immediately notify Flickawat.

Limited License to Site:
Flickawat grants you a limited, non-exclusive license to access and use Flickawat. If you violate the terms of this agreement, we have the sole discretion to terminate or cancel your access and or use of the site immediately without notice.  We exclusively reserve the right to modify or discontinue the Flickawat site at any time and you agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the site of any part thereof. Any rights not expressly granted to you herein are reserved to us.          

Except as expressly permitted by Flickawat in writing, you will not reproduce, alter, modify, redistribute, sell, or create derivative works from, content displayed or provided through the site.  If, in the future, the site designates or creates certain areas on the site that contain adult or mature content, you agree to be at least 18 years of age to access said content.               

Duration of Account/ Account Deletion:
Duration: This agreement commences on the date you create an account and will continue as long as you have account with Flickawat.

Deletion: You may delete your account at any time. If your account is deleted and you are a Viewer, you may lose all videos purchased and stored under that account. If you are a content provider, all videos submitted by that account will be disabled and any outstanding balance due you will be remitted at the end of the next disbursement cycle.

Termination for Breach: Flickawat, in its sole discretion, may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Flickawat determines that said content violates any provision of this Agreement.  Flickawat reserves the exclusive right to block your email address and IP address to prevent future registration.

Content Restrictions:
If you decide to participate as a content provider and agree to all terms of the Content Provider Agreement, you may upload, post, and/or market your originally created content and hereby make the following representations:

1. Any videos, sounds, images, data, comments, suggestions, information, data, photographs, audio, artwork, graphics, messages and other materials of any nature transmitted to or through Flickawat is the sole responsibility of the person and account from which the materials originated.
2. You shall not create an account to distribute, publish or sell materials that :
   • Infringes any third party‘s copyrights or other intellectual property rights (trademark, patent, etc.)
   • Contain sexually explicit content of pornography (non-sexual nudity is permitted)
   • Contains hateful, libelous, defamatory, obscene, threatening, contain expressions of hatred, bigotry or racism toward any individual or group
   • Exploits minors
   • Displays animal cruelty or extreme violence towards animals
   • Depicts unlawful acts or extreme violence or acts that would constitute or encourage a criminal offense or criminal behavior.
   • Promotes fraudulent schemes
   • You do not have the right to publish under contractual or fiduciary relationships.
   • Contain viruses or corrupt files or programs designed to interrupt, limit or destroy any software, hardware, networks, servers or other equipment. 
3. You acknowledge and authorize in advance our right to pre-screen any Materials posted by you and that we and our designees shall have the right, in our sole discretion, refuse or remove any material we determine violate our Terms.

Conduct:
Each subscriber to Flickawat herein agrees to act appropriately and in a civilized fashion at all times while on Flickawat. You shall not: Impersonate anyone, Harass anyone, Exploit minors or Distribute Spam. Flickawat has the right to monitor the conduct of each user including but not limited to all content submitted.

Licenses Granted by You:
Video License to Flickawat: You hereby affirm that you are the sole owner of the video content you submit to Flickawat. By submitting the content, you grant Flickawat and its affiliates a limited, worldwide,  non-exclusive, royalty-free license and right to transmit, copy, distribute, publicly perform and display and make derivative works from, your video for the purpose of (1) displaying and selling the video on Flickawat, (2) allowing other users to purchase and view (play) the video (3) archiving or preserving the video for disputes, legal proceedings, or investigations.

Duration: The above licenses will continue unless and until you remove your videos from the Flickawat site, at which time the license will terminate within a reasonable time period not to exceed 90 days. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely.

Restrictions:
Except as expressly permitted in writing by Flickawat, you shall NOT reproduce, redistribute, sell or create derivative works from the content purchased and or viewed on the Flickawat site.

Your Representations and Warranties:
For each piece of original content submitted, you represent and warrant that: you have the right to submit and sell that content to third party purchasers, and grant the licenses outlined above; Flickawat will not need to obtain licenses from any third party or will not pay royalties to any third party; the content does not infringe on any third party’s rights, including intellectual property rights and privacy rights, and the content complies with this Agreement and all applicable laws.

Indemnification:
You shall indemnify, defend and hold harmless Flickawat, Inc.  and its affiliates, directors, officers, employees and agents, from and against all third party actions or claims that (i) arise from your activities on the site; (ii) assert a violation by you of any terms of this Agreement of that of the Content Provider Agreement, or; (iii) assert that any content you submitted to Flickawat violates any law or infringes any third party right, including any intellectual property or privacy right.

International Use:
You agree to comply with all local regulatory requirements regarding online sales, purchases and conduct. 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, and any applicable laws regarding taxable transactions, including but not limited to internet sales, sales tax associated with the sale of goods via the internet and any transaction that may result in taxable event.

Disclaimers/ Assumptions of Risk:
Each User or Content Creator shall assume all risks as they pertain to the content uploaded, purchased, or viewed through Flickawat. Flickawat is not responsible for any damages that may arise from the purchase of or viewing of any content.

Use Flickawat at your own risk. Flickawat has no obligation to monitor any content. Flickawat does not guarantee the quality or authenticity of the content at any time. Flickawat expressly disclaims any and all warranties of any kind, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that may arise under any law. To the extent any disclaimer or limitation shall not apply, any applicable express, implied and statutory warranties shall be limited to a period of thirty (30) days after the date you first used Flickawat and no warranties whatsoever shall apply after said period.

Limitation of Liability:
You hereby agree that, Flickawat shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, use, data, goodwill or other intangible losses. Flickawat’s total liability shall be limited to and shall not exceed the amounts not paid but still owed to you as a content provider as of the time of the loss.

No Incidental, Consequential or Other Damages:
To the fullest extent allowed by applicable law, you agree that we nor any affiliates or agents shall be liable to you and or any other person for any damages (direct, consequential, punitive, etc.), that may arise from any action, including but not limited to, lost profits, loss of privacy, negligence, the breach of any duty whatsoever, as the result of this site or any content provided or viewed on it.

18 U.S.C. § 2257:
All pictures, graphics, videos, and other visual media displayed on Flickawat, are exempt from  18 U.S C. § 2257 Record Keeping Requirements  and 28 C.F.R 75 Child Protection Restoration  and Penalties Enhancement Act of 1990 because  they do not consist of depictions of conduct as specifically listed in 18 U.S.C. §2256 (2) (A)- (D), but are at most depictions of non-sexually explicit nudity, or are otherwise exempt because the visual depictions were created prior to the regulatory effective date of the aforementioned  regulations.  Furthermore, Flickawat is not the producer of any visual content created and posted on the site.

Claims of Copyright or Intellectual Property Infringement:
Please see our Copyright Policy.

Use and Storage:
Flickawat may establish general practices and limits concerning the use of Flickawat, including but not limited to the maximum of days that videos will be retained on the Site, the maximum number of videos that may be sent from or received by an account, the maximum size of any video and the maximum storage space that will be allotted to your account. Flickawat reserves the exclusive right to log off/close accounts that are inactive for an extended period of time.

General Provisions:
Governing Law: This Agreement shall be governed by New York State Law, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act and the United Nations Convention of Controls for International Sale of Goods shall not apply.

Disputes: Any disputes/actions arising out of or relating to this Agreement or your use of Flickawat must be commenced in the state or federal courts located in New York County, New York, USA, and you hereby consent to the Jurisdiction of those courts. In any action, Flickawat and you irrevocably waive any right to a trial by jury.

Waiver/Remedies: If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term(s) shall be severed from this Agreement. No failure or delays by Flickawat in exercising any right hereunder will waive any further exercise of that right. Flickawat’s rights and remedies hereunder are cumulative and not exclusive.

Successors; Assignment; No Third Party Beneficiaries: This Agreement is binding upon both parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. You may not assign the Agreement without Flickawat’s prior written consent. No third party shall have any rights hereunder.

Notices: Flickawat may provide you with Notices, including agreements, disclosures, or other information from Flickawat either by regular mail, electronically or on the site.  Any use of the site after such updating shall be deemed to constitute acceptance of such amendments, modifications, or new conditions.

Except as expressly stated otherwise, any notices required or allowed under these Terms shall be communicated to us by U.S. or Express mail to:

Flickawat, Inc.
75 S. Broadway, 4thFlr.
White Plains, NY 10601

Or as to a successor address that we make available on the Site or through other reasonable manner.

Nothing herein shall limit Flickawat’s rights to object to subpoenas, claims, or other demands.

Entire Agreement: This Agreement incorporates the following documents by reference:

Privacy Policy
Copyright Policy
Content Provider Agreement (If Applicable)

This Agreement constitutes the entire understanding between Flickawat and you as a subscriber concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.