feedback

Terms and Conditions of Use

THIS IS A FAIRLY LENGTHY DOCUMENT, AND IT CONTAINS MANY IMPORTANT PROVISIONS THAT AFFECT YOUR RIGHTS AND OBLIGATIONS. BY CHECKING THE CORRECT BOX AT THE END OF THESE TERMS AND CONDITIONS OF USE (THIS “AGREEMENT”), YOU HEREBY AGREE TO BE BOUND BY THIS AGREEMENT. WE ENCOURAGE YOU TO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

This Agreement governs your use of the Flixtime.com website, including, without limitation, and any and all services offered by flixtime, inc. (“Flixtime” or “Us”) including services on or through the Flixtime.com website.

Your use of the Website’s services shall also be subject to the flixtime Subscription Agreement, as appearing on http://flixtime.com/subscription.agreement/.

1. Description of Membership

When a visitor to the Website registers to become a Member, he or she will select an available user name (“Membership Name”) and a corresponding user password (“Membership Password”) to create a unique, personal Membership Account. The Member shall also be required to specify whether he or she is registering as an individual or on behalf of a company or entity (and, if so, the name of the company or entity).

A Member may upload submissions, images, text, audio and musical content and FLIXTIME Videos created therefrom (collectively the “Submissions”) solely through his or her Membership Account. Flixtime may also, in its sole discretion, place certain types of limits on the uploading of Submissions. This Agreement governs your use of the Flixtime.com website, including, without limitation, creating an automatically generated video, which may use ready to use animation, uploaded pictures and created messages, and which may be supported by music and audio tracks (the “FLIXTIME Video”), and any and all services offered by flixtime, inc. on or through the Flixtime.com website (the Flixtime.com website, together with all of the foregoing uses and services, to be hereinafter referred to as the “Website”). FLIXTIME is a brand name and trademark of flixtime, inc.

2. General Acknowledgements and Agreements

Your use of the Website constitutes your acknowledgement and acceptance of the terms and conditions of this Agreement, and you shall be bound by such terms and conditions. If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access any portions of the Website or use any services offered on the Website.

Flixtime shall have the right, in its sole discretion, to amend the terms and conditions of this Agreement, in whole or in part, at any time, and any such changes shall be effective immediately upon publication of such changes on the Website. It is your responsibility to periodically check this Agreement on the Website for any updates. Your continued use of the Website after the effectiveness of such changes constitutes your acknowledgement and acceptance of the terms and conditions of this Agreement, as so amended. If you do not agree to be bound by the terms and conditions of this Agreement as so amended, do not use or access the Website. If at any time the terms and conditions of this Agreement are no longer acceptable to you, whether or not as a result of an amendment by Flixtime, do not use the Website.

Services on the Website are available only to, and may only be used by individuals who can enter into legally binding contracts under applicable law. Without limitation to the foregoing, services on the Website are not available to minors (e.g., persons under the age of eighteen) except under the supervision of an adult parent or guardian, and such parent or guardian shall be responsible for all uses of the Website. Your Membership Account on the Website (including any right to use the services available on the Website) may not be sold or otherwise transferred to another person or entity. If your use of the Website is on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement.

3. Restrictions

You agree that you shall not use the Website in any manner that is not permitted by this Agreement or that violates any law, regulation or statute in an applicable jurisdiction.

You shall not upload or post onto the Website, or use the Website to transfer, any Submission or other material or content that is covered or protected by copyright, trademark or other intellectual property rights unless you own or control such rights or have received all necessary consents (including all necessary model and property releases in relation to all people and property appearing in the Submission). Flixtime does not permit copyright infringing activities and infringement of intellectual property rights on its website, and Flixtime will remove all Submissions if properly notified that such Submission infringes on another's intellectual property rights. Flixtime reserves the right to remove Submissions without prior notice. Flixtime will terminate a user's access to its Website if the user is determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a user submission removed from the Website more than twice.

You shall not upload or post onto the Website, or use the Website to transfer, any Submission or other material or content that is libelous or slanderous or otherwise defamatory, obscene or indecent, harassing, fraudulent, discriminatory, threatening or otherwise illegal. You may not create Submissions that constitute unauthorized advertising, including spam or junkmail, or that are in connection with gambling purposes. You acknowledge that Submissions may be viewed or become accessible to a variety of parties, and therefore nothing confidential may appear in your Submissions.

You shall not upload or post onto the Website, or use the Website to transfer, any Submission or other material or content that contains or constitutes viruses, worms, Trojan horses or other code with malicious, disruptive and/or destructive features. You shall not to attempt to gain unauthorized access to any hardware or software systems or networks associated with the Website, or obtain any services or information not intentionally made available to you by Flixtime on or through the Website. You shall not attempt to gain unauthorized access to the Membership Account of any other person or entity, or otherwise interfere with any other person's or entity's use, of the Website. You shall not use any false or misleading information (e.g., false or misleading names, email addresses or URLs) when using the Website, including, without limitation, with respect to any identifying information for your Membership Account, and all information that you provide us with must be accurate and correct, and you must keep us up to date with any changes to such information, so that it remains current.

Flixtime reserves the right to decide whether any Submission is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material. Flixtime may remove any such Submission and/or terminate a user's access for uploading such material in violation of this Agreement at any time, without prior notice and at its sole discretion.

For the avoidance of doubt, you may only make commercial use of a FLIXTIME Video if you have the necessary rights to do so, including without limitation, (i) the rights to commercialize any music, sound, images or other content contained in or incorporated into the FLIXTIME Video; and (ii) the rights of commercial use under an applicable flixtime Subscription plan. You may not use the Website in a fraudulent manner, or otherwise in a manner for which the Website is not reasonably intended to be used; and you agree to abide by all the rules and regulations contained on the Website, which may change from time to time at the sole discretion of Flixtime. You may not use, display or share or allow others to use, display or share the Submissions in any manner that would not be acceptable if it were part of the initial submission of content to Flixtime as set forth above.

You may not use the Website in a fraudulent manner, or otherwise in a manner for which the Website is not reasonably intended to be used; and you agree to abide by all the rules and regulations contained on the Website, which may change from time to time at the sole discretion of Flixtime. You may not use, display or share or allow others to use, display or share the Submissions in any manner that would not be acceptable if it were part of the initial submission of content to Flixtime as set forth above.

You may not perform, transmit or distribute any Flixtime Content (as defined below) except as incorporated into a FLIXTIME Video, and not on a stand-alone basis, and only to the extent explicitly permitted to be incorporated into a FLIXTIME Video,

3A. Music Files

In the event that a FLIXTIME Video contains or incorporates musical, audio or other sound files or elements provided by Flixtime and/or its licensor(s) (the “Music Files”), then you may only use such Music Files in accordance with the terms and conditions set forth in this Section 3A (and for the avoidance of doubt, Music Files may only be used by you as incorporated in a FLIXTIME Video, and any use of the Music Files must comply with this Section 3A). For clarity, the restrictions set forth in this Section 3A are in addition to, and do not derogate from, any other restriction contained in this Agreement.

Use of a Music File must comply with the following:

  1. Permitted Use:
    1. You may edit and synchronize the Music File into a FLIXTIME Video.
    2. In order to use a Music File, you must be one of the following:
      1. An individual using the Music File in a production for personal use;
      2. A student using the Music File for education-related purposes;
      3. A videographer using the Music File for such small limited-run productions as wedding and bar mitzvah videos;
      4. A sole proprietor or similar small business using the Music File in a production for their business; or
      5. A designer or third party using the Music File for a client who is one of the above listed parties in subsections a, b, c and/or d above.
    3. Each licensed Music File can only be used in a FLIXTIME Video.
    4. Any FLIXTIME Video which contains a Music File, can only be used in the following manners:
      1. Posted on YouTube and other similar video destinations;
      2. Shared online through email, social media, and file sharing sites;
      3. Downloaded (for clarification, the Music Files are not permitted to be downloaded unless they are directly incorporated into a FLIXTIME Video);
      4. Reproduced on DVDs up to 5,000 copies; and
      5. Broadcast or displayed (whether on the internet – including “web-tv” - or otherwise, publically or privately, but not as a television broadcast) by a party listed in subsection 3A(i)(2) above, provided that such broadcast or display is not prohibited under subsection 3A(ii)(1) below.
    5. You may back up, and store on a single server, a single copy of the Music File, as necessary for archival, tracking or asset management purposes only.
    6. You may modify or alter the Music File as necessary for your use, subject to the terms of this Agreement, and provided that if such modification or alteration constitutes a derivative work, you shall not acquire any copyright ownership or equivalent rights in or to any of the Music File and you shall only use such derivative work in accordance with the limited terms of this Agreement.
    7. So long as the Music File is incorporated into a FLIXTIME Video, you may mechanically reproduce, record, and/or duplicate the Music File as part of the FLIXTIME video for private use and perform electrical transcription of the Music File for private use.
  2. Prohibited Use for the Music File:
    You may NOT :
    1. Other than as set forth by the specific limited rights granted above, adapt, synchronize, reproduce or distribute the Music File in any of the following:  (i) film production, (ii) television program, (iii) video game. For the avoidance of doubt, this subsection (1) shall not prohibit the use of a FLIXTIME video (which incorporates a Music File), as part of advertising or other promotional or professional use, whether on the internet – including“web-tv” - or otherwise, provided that such use is being done by a party listed in subsection 3A(i)(2) above and provided that such use is not prohibited under this subsection (1).
    2. Perform, transmit or distribute any Music File separately from, or not contained in, the original FLIXTIME video. For clarification, the license grant of a Music File is for use of a licensed track in a single production.
    3. Produce or distribute more than five thousand (5,000) units of an item that incorporates the Music File.
    4. Sublicense, sub-distribute, resell, re-record, transfer, or assign the Music File or rights to the Music File for any purpose; although such restriction shall not prohibit the distribution, as permitted above, of a FLIXTIME Video that incorporates the Music File.
    5. Use the title or subtitle of the Music File as the title of an item that incorporates the Music File or of any other item.
    6. Copy or reproduce the Music File, except as specifically provided for in this Agreement.
    7. Use the Music File, including titles or subtitles, or any other part of the Music File, as part of a trademark, service mark, or logo. flixtime or its licensors retain the full rights to the Music File, and therefore you cannot establish your own rights, other than the limited rights set forth in this Agreement.
    8. Use the Music File in any downloadable format intended for multiple distribution including, without limitation, in a product that enables any end-user to create their own soundtrack using the Music File, in a template-based system that resells products including the Music File, in a "build-it-yourself" media tool; although such restriction shall not prohibit the distribution, as permitted above, of a FLIXTIME Video that incorporates the Music File.
    9. Resell, assign, transfer, convey or otherwise transfer the Music File for use in mobile or wireless devices, including but not limited to mobile telephones, handheld game consoles, and PDAs; although such restriction shall not prohibit the distribution, as permitted above, of a FLIXTIME Video that incorporates the Music File.
    10. Use the Music File to compete with flixtime and/or its licensors. Specifically, flixtime’s licensors are in the business of licensing music and sounds to their customers. It is the specific intent of this provision to prohibit you from using the Music File to enter, either directly or indirectly, a similar or competing business.
    11. Use the Music File in a way that would likely be considered pornographic, defamatory, libelous, obscene, fraudulent or illegal.

4. Notification of Claims of Infringement

If you are a copyright owner or an agent thereof and believe that any user Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted Submission claimed to have been infringed, or, if multiple copyrighted Submissions at a single online site are covered by a single notification, a representative list of such Submissions at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Flixtime to locate the material;
  4. Information reasonably sufficient to permit Flixtime to contact you, such as an address, telephone number, and, if available, an electronic mail address;
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Flixtime’s designated Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, flixtime, inc., One Constitution Plaza Hartford, CT 06103 USA; email: copyright@Flixtime.com; facsimile: 212-658-9082. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to 1-718-577-1321. You acknowledge that if you fail to comply with all of the requirements of this Section 5, your DMCA notice may not be valid.

5. Management and Operation of the Website

You acknowledge and agree that Flixtime has no obligation to review any Submissions or other material or content uploaded or posted onto the Website, and shall have no responsibility for any such Submissions or other material or content. Flixtime shall have the right, in its sole discretion, to accept or deny, delete, move or edit any Submissions or other material or content uploaded or posted onto the Website, but shall not be responsible for failing to remove any Submissions that violate this Agreement. If you upload or post any Submissions or other material or content onto the Website, or any Submissions or other material or content is uploaded or posted onto the Website using your Membership Name or otherwise through your Membership Account, you remain solely responsible for such Submissions or other material or content. You will cooperate with us in the investigation of any violations of this Agreement or of any illegal activity.

You acknowledge and agree that Flixtime shall have no responsibility for any material or content on other websites to which you may hyperlink or otherwise access from the Website, including any web log, comments to any web log, or any forum on the Website. You acknowledge and agree that Flixtime shall have no responsibility for any material or content on websites from which you may be hyperlinked or otherwise be directed to the Website.

Flixtime reserves the right, in its sole discretion, to change or discontinue any or all of the services on the Website at any time. You acknowledge and agree that Flixtime has no obligation to make, or continue to make, the Website or any particular portion or related service available to you (whether or not such unavailability is voluntary on the part of Flixtime). Flixtime reserves the right, in its sole discretion, to suspend or terminate your Membership Account at any time, including, without limitation, your Membership Name and Membership Password. The services available through this Website may be subject to temporary interruptions from time to time.

You acknowledge and agree that Flixtime may store personal and certain other information about you on your computer in the form of “cookies”. Such use of cookies is solely in connection with the operation of the Website. You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer, such prohibition or restriction may have an adverse effect on your use of the Website. You acknowledge and agree that Flixtime may also store personal information about you on its computers within or outside the U.S. By using this Website you acknowledge and agree that Flixtime may, in its sole discretion, preserve or disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce this Agreement; respond to claims that any Submission violates the rights of third-parties; or to protect the rights, property, or personal safety of Flixtime, its users or the general public, all subject to Flixtime’s privacy policy.

6. Use of Website

You are limited to one Flixtime account only, and your account will be associated with only one email address that you provide us. The maximum amount of disk space offered per account is limited as per Flixtime’s policies. Flixtime reserves the right to charge extra, non-refundable fees for increased disk space ordered by any of its users.

You acknowledge that Flixtime operates on shared or limited resources and that any misuse or over-excessive use of the site’s reasources can have damaging effects on the website and its other users. You may not use the website in such a manner as to consume excessive CPU time, memory, disk space or session time. Flixtime shall, in its discretion, determine how to allocate resources and space among its users, which may include limiting the number of transmissions or other information being sent or received via the Flixtime website. As well, Flixtime may, at its discretion, terminate any user account without prior notice, including the termination of any account that has remained inactive for more than six months.

Flixtime makes no guarantees that content or Submissions will be stored continuously, or that Submissions will not be deleted wholly or partially from the Flixtime website. We will not be held liable for any content lost, deleted or damaged. Therefore, we recommend that you make backup copies of any materials that you have uploaded to the Flixtime website (along with copies of any downloads of FLIXTIME Videos created, if you have download rights under the applicable flixtime Subscription plan).

You hereby grant Flixtime a royalty-free, worldwide, perpetual license to use your Submission for the purposes of providing the services contemplated hereunder.

7. Sharing your Submission

Any sharing of your Submission with others, including via a link to your Submission on the Flixtime website, must comply with the following:

  1. You will not modify the display of the Submission as it appears on the Flixtime website.
  2. Any linking page to the Submission will not use or feature proprietary information or trademarks of Flixtime or other parties.
  3. The Submission shall not appear in a framed environment on a linking page, and any link shall not deliver the Submission in a manner that is different from the appearance of the Submission as it appears on the Flixtime Website, nor shall the linking page appear to imply any affiliation with, or endorsement by, Flixtime.
  4. When linking to the Submission on the Flixtime Website, or otherwise sharing the Submission, Flixtime shall not be portrayed in a false, misleading, offensive or derogatory manner.
  5. Any distribution or other forms of sharing or broadcasting your Submission, must not conflict with any terms or conditions contained in this Agreement.
  6. You may distribute, share or broadcast your Submission, as permitted hereunder, for the purpose of allowing others to view the Submission, but no other party shall have right to modify the Submission.

8. Membership Account

You acknowledge and agree that you are to keep confidential the Membership Name and Membership Account provided by Flixtime to you, and the Membership Password selected by you and approved by Flixtime for use with such Membership Name and Membership Account. Your Membership Name, Membership Account and Membership Password are personal to you and may not be shared with, or transferred to, any other person or entity. You must notify Flixtime immediately if you are aware that your Membership Account, Membership Name and/or Membership Password has been used by any other person or entity.

You acknowledge and agree that you will be solely responsible for each and every use of your Membership Account, Membership Name and Corresponding Password, and that Flixtime may rely on the use of your Membership Account, Membership Name or Membership Password as conclusive evidence that you have used the Website. In the event that you owe money to Flixtime, and if it is necessary for Flixtime to pursue legal efforts to collect such owed amount, then you will reimburse Flixtime for all expenses incurred, including reasonable attorney fees.

9. Intellectual Property

Flixtime and/or its licensors shall retain ownership over all material, content, intellectual property, trademarks, copyrights and services provided on or through the Flixtime Website (the “Flixtime Content”). You may not use any of the aforementioned property other than as explicitly agreed to by Flixtime. Without limiting the generality of the foregoing, the trademarks and copyrights of Flixtime may not be used by you in any manner that is disparaging of Flixtime or which discredits Flixtime. You shall not acquire any copyright ownership or other intellectual property ownership rights in or to any of the Flixtime Content (including in any derivative works of the Flixtime Content that may be created by you in accordance with this Agreement).

10. Representations and Warranties

In addition to the representations and warranties you have made above, each of Flixtime and you hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.

11. Indemnification

You agree to indemnify, defend and hold harmless Flixtime and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, “Indemnitees”) from and against all claims, expenses (including attorney fees) or other liability arising from your breach of any of your representations, warranties or obligations under this Agreement, and from any and all uses by you of the Website (including any uses under your Membership Account or Membership Name, whether or not authorized by you), including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or “false light”, right of publicity or blurring or distortion or alteration of any Submission or other material or content whether or not intentional. Flixtime shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by you with counsel of its own choosing. You shall fully cooperate with Flixtime in the defense of any such claim, action or matter.

12. Limitations and Disclaimer

You agree that neither Flixtime nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use by you of the Website, even if such parties have been advised, or advised of the possibility, of such damages. The Website and the services made available therein are provided on an as-is basis.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, FLIXTIME MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE flixtime.COM WEBSITE OR THE SERVICES ON THE WWW.FLIXTIME.COM WEBSITE, OR ANY SUBMISSIONS OR OTHER MATERIALS OR CONTENT AVAILABLE ON THE flixtime.COM WEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM OF ANY SERVICES, OR ANY SUBMISSIONS OR OTHER MATERIALS OR CONTENT, FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR DESTRUCTIVE FEATURES.

Flixtime shall have no responsibility for any Submissions or other material or content uploaded or posted onto the Website, including, without limitation any material or content uploaded or posted by any Member onto the Website in any forum or as any comment to a web log.

13. Term and Termination

This Agreement shall continue in perpetuity unless terminated in accordance with this Section 13. Flixtime at any time may terminate this Agreement in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under this Agreement. You may at any time terminate this Agreement by logging into your Membership Account on the Website and then sending a termination request to Flixtime. In the event termination is by Flixtime, Flixtime shall notify you of such termination. Flixtime reserves the right, in its sole discretion, to terminate your Membership Account at any time, including, without limitation, deactivating your Membership Name and Membership Password.

14. Effect of Termination

Upon any termination of this Agreement:

  1. your Membership Account shall be cancelled and closed and your Membership Name and Membership Password shall be deactivated;
  2. all Submissions uploaded by you shall be removed from the Website; provided, however, that Flixtime may continue to use the Submission for internal archival and reference purposes;
  3. Termination of this Agreement shall not relieve you from any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated. The provisions of Sections 8, 11, 12, 14, 15 and 17 shall survive the termination of this Agreement.

15. Payment

You shall pay to Flixtime a fee for any goods or services ordered in accordance with Flixtime's Standard pricing and payment policies, as appearing on the Flixtime website, which may change from time to time without notice. You are responsible for the payment of any orders originating from your account. All taxes relating to any goods and services you order will be paid by you. Unless explicitly agreed to in advance by Flixtime in writing, all fees paid and/or payable by you are non-refundable.

16. Suspension

Flixtime reserves the right, in its sole discretion, to suspend your Membership Account at any time and for any length of time. In the event, and for so long as, Flixtime suspends your Membership Account, you shall have no ability to upload any Submissions on the Website, but you may continue to access your Membership Account using your Membership Name and Membership Password. For clarification purposes, Flixtime shall not remove any Submissions you have uploaded prior to suspension of your Membership Account and such Submissions shall continue to be available for viewing.

17. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in the federal or state courts of the State of New York, and you and Flixtime each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum. In certain jurisdictions outside of the United States, the use of certain services may be illegal, and in such case, any such use in such jurisdictions is hereby prohibited. You agree to comply with all laws and regulations applicable to this agreement, including any export control regulations, and you shall be solely responsible for securing any required export or re-export licenses.

The relationship between Flixtime and you under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner. You agree that you shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Website.

No waiver on the part of Flixtime to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Flixtime to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Flixtime shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. You shall have no right to assign any of your rights or obligations under this Agreement.

This Agreement shall inure to the benefit of, and be binding upon, Flixtime and you, and its and your respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Flixtime and you, and its and your respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other. If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect. The underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.