MASHADE.COM ("Mashade") is a website and service jointly operated and jointly by GorillaSpot, Inc. ("GorillaSpot") and Blockade Entertainment, LLC ("Blockade") that allows users to view and interact with certain audiovisual content ("Audiovisual Content") provided by Blockade and its third party content providers ("Providers"). Using the online editing tools, users have the ability to manipulate the Audiovisual Content and add transitions, effects, audio and video assets to create their own personalized video and distribute such Video using GorillaSpotÕs proprietary video editing player (the "Service"). By using or visiting this website, herein called "Mashade", located at www.mashade.com ("the Site"), you signify your acceptance to the following terms, conditions, disclaimers, notices and policies that appear below (the "Agreement"). PLEASE READ THEM CAREFULLY BEFORE YOUR USE OF THE SITE! BY USING THE SITE AND THE SERVICES YOU ARE ACCEPTING THE PRACTICES DESCRIBED IN THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST NOT ACCESS OR USE THIS SITE. This Agreement is applicable to all users of Mashade, herein called "User" or "You" or "Your". This includes both those who only view content on Mashade and those who create, share and process content on the Site.
You must be over 18 years of age or have parental consent to enter into these Terms of Use. You must be at least 13 years of age to access and use the Site. There is no exception to this requirement. If you are under 13 years of age, then please do not use the Site.
Mashade may modify this Agreement at any time, with or without notice to you, by posting a modified Agreement on the Site. Your continued use of the Site after such modifications shall be deemed to be your acceptance of any such modification. It is your responsibility to check this Agreement regularly to determine whether it has been modified. IF YOU DO NOT AGREE TO ANY MODIFICATION OF THIS AGREEMENT YOU MUST IMMEDIATELY CEASE USE OF THIS SITE.
You agree that the content featured or displayed on the Site, including without limitation Audiovisual Content, text, graphics, photographs, software, images, moving images, sound, music and illustrations ("Content") belongs to Mashade and its Providers. All elements of the Site, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Services and the Site may only be used for the intended purpose for which such Site and Services are being made available. You agree that you neither own nor hereby acquire any claim or right of ownership to the Content or to any related patents, copyrights, trademarks or other intellectual property. Except as permitted herein, You agree not to copy, reproduce, modify, publish, transmit, participate in the transfer of sale of, create derivative works of, or in any way exploit, in whole or in part, any Content, except as expressly permitted herein, and/or solely for your personal, non-commercial use. Except as expressly set forth in this Agreement (or otherwise specifically authorized in writing by Mashade), you may not authorize, encourage or allow the Content obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by anyone else. Except as described in this Agreement, nothing in this Agreement shall be construed as conferring any license or right to any of the Content. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Site. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT ARE RESERVED BY MASHADE AND ITS PROVIDERS.
All trademarks, service marks and trade names of Mashade used herein (including but not limited to: the Mashade name, the Mashade corporate logo, the Mashade Design, and the logo) (collectively "Marks") are trademarks or registered trademarks of Mashade or its affiliates, partners, vendors or Providers. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Mashade trademarks in any way, including in advertising or publicity pertaining to distribution of materials on this site, without MashadeÕs prior written consent. The use of Mashade trademarks on any other web site or network computer environment is not allowed. Mashade prohibits the use of Mashade trademarks as a "hot" link on or to any other web site unless establishment of such a link is approved in advance.
You may use the Service to manipulate the Content and add transitions, effects, audio and video assets to create your own personalized video. ("Videos"). Mashade and its Providers retain all right, title and interest in and to the Videos at all times. Mashade and its Providers hereby grant you the limited, royalty-free, non-exclusive right to view, distribute and embed the Video using the proprietary video player over the Internet only. Mashade reserves the right, at any time and without notice, to revoke this license and remove any Video from the Site and from its proprietary video player. In such event, you will no longer be able to view the Video. Mashade does not encourage, and does not permit Videos that result from any activity that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; or (iii) may constitute a crime or tort. You agree that you have not and will not engage in any of the foregoing activities in connection with producing your Video. Without limiting the foregoing, you agree that in conjunction with producing your Video, you will not inflict emotional distress on other people, will not humiliate other people (publicly or otherwise), will not assault or threaten other people, will not enter onto private property without permission, and will not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. Mashade will reject and/or remove any videos in which Mashade believes, in its sole discretion, that any such activities have occurred. If notified of a Video that allegedly violates any provision of these Terms of Use, Mashade reserves the right to determine, in its sole discretion, if such a violation has occurred, and to remove any such Video from the Site.
Mashade reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your creative submission, and Mashade and its Providers or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate Mashade to sell, license or offer to sell or license any advertising, promotion or distribution rights.
User Content does not represent the views of Mashade or any individual associated with Mashade, and we do not control this Content. In no event shall you represent or suggest, directly or indirectly, MashadeÕs endorsement of User Content. Mashade does not vouch for the accuracy or credibility of any User Content on our Site, and does not take any responsibility or assume any liability for any actions you may take as a result of reading User Content on our Site. Through your use of the Site and Services, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using our Site, you assume all associated risks.
From time to time, Mashade or its Providers may conduct promotions on or through the Site, including without limitation contests and sweepstakes ("Promotions"). Each Promotion may have additional terms and/or rules which will be posted or otherwise made available to you and, for the purposes of each Promotion, will be deemed incorporated into and form a part of this Agreement.
Mashade does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect, your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing this Site or use of the Services, or your downloading of any information or materials from this Site or use of the Services. REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED WHEREIN, IN NO EVENT WILL MASHADE OR ITS AFFILIATES OR PROVIDERS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER WITH RESPECT TO YOUR USE OF OR INABILITY TO USE OR THE RESULTS OF YOUR USE OF THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. YOU SPECIFICALLY ACKNOWLEDGE THAT MASHADE SHALL NOT BE LIABLE FOR VIDEOS 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 FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
IN THE EVENT OF ANY PROBLEM WITH THIS SITE OR ANY CONTENT OR VIDEO, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS SITE OR SERVICES. IN NO EVENT SHALL MASHADEÕS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY FIVE DOLLARS ($25.00) OR (B) THE VALUE OF ANY PURCHASE FROM THIS SITE.
Subject to the permitted use of the Services granted in this Agreement, you may not, in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on the Service, or remove any proprietary notices or labels from the Service. You are prohibited from posting or sending any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. Such violations may subject the sender and his or her agents to civil and criminal penalties. You further understand and agree that sending unsolicited email advertisements to any user of the Site or the Site or through voice computer systems is expressly prohibited by these Terms of Use. Any such unauthorized use of our computer systems is a violation of these Terms of Use and applicable "anti-spam" laws. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from this Site. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials. Failure to comply with the restrictions and limitations contained in this Agreement will result in the immediate, automatic termination of your access to the Site and may subject you to civil and/or criminal liability.
As a condition to using certain components of the Services, you may be required to register with Mashade and select a password and screen name ("Display Name") to obtain a personal account. You agree to provide Mashade with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate, automatic termination of your access to the Site. You may not select or use as a Display Name a name of another person with the intent to impersonate that person; use as a Display Name a name subject to any rights of a person other than you without appropriate authorization; or use as a Display Name a name that is otherwise offensive, vulgar or obscene. Mashade reserves the right to refuse registration of, or to cancel, a Display Name in its sole and absolute discretion. Notwithstanding the foregoing, you acknowledge that Mashade cannot guarantee the accuracy of any information submitted by any User of the Service, nor any identifying information about any User. You are solely responsible for the activity that occurs through your account. You shall be solely responsible for maintaining the confidentiality of your password. You agree to notify Mashade immediately in writing of any unauthorized use of the account or other account-related security breach of which you are aware, and to authorize Mashade to deny access to the Site to anyone else presenting your password.
Solely as a convenience to Users, Mashade may provide links on the Site to other websites owned by third-parties. Unless otherwise expressly stated, Mashade does not endorse or control these third-party websites and assumes no responsibility for them.
For all charges for any products and services sold on the Site, if any, Mashade will bill your credit card or alternative payment method offered by Mashade. In the event legal action is necessary to collect on balances due, you agree to reimburse Mashade for all expenses incurred to recover sums due, including attorneysÕ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of this Site.
You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site.
Neither Mashade nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
THE SITE AND THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MASHADE DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER MASHADE, NOR ANY OF ITS AFFILIATES OR PROVIDERS WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THIS SITE. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THIS SITE MAY BE OUT OF DATE, AND NEITHER MASHADE, NOR ANY OF ITS PROVIDERS OR AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES.
You agree to indemnify and hold harmless Mashade and its subsidiaries, affiliates, officers, agents, or other partners, and employees, from any claim to demand, including reasonable attorneyÕs fees, made by any third party due or arising out of your use of the Site or Service, your violation of the Terms of Use or these additional terms, your violation of any rights of another person or entity, your violation of any applicable laws or regulations, or any other partyÕs access and use of the Site or Services with your unique username, password or other appropriate security code.
In the event that you have a dispute with one or more other users of the Site, you release Mashade (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Use of the Site is governed by the following Privacy Policy (include link). By using the Site, you are consenting to have your personal data transferred to and processed in the United States.
You agree that you will not use the Services to infringe upon or misappropriate the intellectual property rights, including without limitation the copyrights of Mashade, its affiliates, its end users, or any other party.
You shall be solely responsible for your own Videos and the consequences of posting or publishing them. In connection with Videos, you affirm, represent and warrant the following: (i) You are over the age of 18 and have the right and authority to enter into this Agreement, and are fully able and competent to satisfy the terms, conditions and obligations therein; (ii) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to publish the Video; (iii) if necessary you have the written consent of each and every identifiable natural person in the Video to use such persons name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iv) You have read, understood, agree with, and will abide by the terms of this agreement; (v) You are not, and have not been an agent of Mashade and were not and are not acting on behalf of, or as a representative of, Mashade or any other party in connection with the Video; (vi) the Video and Mashade use thereof as contemplated by this Agreement and the Mashade website will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights and rights of publicity; (vii) You are not, nor is any other person who appears in your Video, a current member of the Screen Actors Guild (SAG), the American Federation of Television and Radio Actors (AFTRA) or any other rights society; (viii) You have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your Video: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability; (ix) The Video does not contain: (a) material falsehoods or misrepresentations that could harm Mashade or any third party; (b) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (c) advertisements or solicitations of business; or (d) impersonations of third parties, other than those which are readily apparent.
In addition to all other legal remedies available to Mashade, you acknowledge that Mashade has the right to remove your Video from the Service, suspend or terminate your Mashade account or refuse to grant you access to any current or future use of the Service without warning, if Mashade, in its sole discretion, believes you have: (i) violated or tried to violate the rights of or cause injury to Mashade or its affiliates; (ii) we are unable to verify or authenticate any information you provide to user (iii) violated or tried to violate or acted inconsistently with these Terms of Use or any additional terms governing the relationship between the parties.
This Agreement and its validity, construction and performance will be governed in all respects by the laws, and in the state and federal courts of the State of New York, without regard to its choice of law provisions. You irrevocably agree to accept the exclusive personal jurisdiction and waive any objections to the venue, of such courts.
If you violate these Terms, Mashade may terminate or cancel your access rights to the Site and/or Applications immediately without notice. Mashade may also block your use of the Site and/or Applications or direct you to cease using it. If you repeatedly violate these Terms, Mashade will permanently suspend your access right to the site and/or Applications. Mashade reserves the right at any time to modify or discontinue the Site, Applications, or any part thereof and you agree that Mashade shall note be liable to you or to any third party for any modification suspension, or discontinuance of the Site, Applications, or any part thereof, except you may receive a pro-rata refund in the event such modification, suspension, or discontinuance materially affects your access to those parts of the Site or Applications that you have paid for.
In operating the Site, we may act as a "services provider" (as defined by DMCA) and offer services as online provider of materials and links to third party web sites. As a result, third party materials that we do not own or control may be transmitted, stored, accessed or otherwise made available using the Site. Mashade has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Website. Mashade has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of Mashade or of a third party, or that has otherwise violated any intellectual property laws or regulations, or any of the terms and conditions of this Agreement. If you believe any material available via the Web Site infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA (17 U.S.C. Sect. 512(c)(2)). We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content. Our designated agent (i.e., proper party for notice) to whom you should address infringement notices under the DMCA is Copyright Agent.
Please provide the following notice:
We may give notice to our users of any infringement notice by means of a general notice on any of our websites, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to a user's physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
