Please read these Terms of Use (the “Agreement” or “Terms of Use “) carefully before using the services offered by digitalmunch, LLC. (Together “digitalmunch” or the “Company”). This Agreement sets forth the legally binding terms and conditions for your use of the website at www.digitalmunch.com, all other sites owned and operated by digitalmunch that redirect to www.digitalmunch.com, and all subdomains (collectively, the “Site”), and the service owned and operated by the Company (together with the Site, the “Service”). By using the Service in any manner, including, but not limited to, visiting or browsing the Site or contributing content, information, or other materials or services to the Site, you agree to be bound by this Agreement.

Summary of Service

digitalmunch is a platform where users choose high quality ad templates to showcase their app for half the video production costs. Through the Site, email, websites, and other media, the Service makes accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, projects, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). Users of the Service (collectively, “Users”) may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible (“Submit”) Content. “User Submissions” means any Content Submitted by Users.

Acceptance of Terms

The Service is offered subject to acceptance of all of the terms and conditions contained in these Terms of Use, including the Privacy Policy available at http://custom.digitalmunch.tv/privacy-policy/, and all other operating rules, policies, and procedures that may be published on the Site by the Company, which are incorporated by reference. These Terms of Use apply to every user of the Service. In addition, some services offered through the Service may be subject to additional terms and conditions adopted by the Company. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

The Company reserves the right, at its sole discretion, to modify or replace these Terms of Use by posting the updated terms on the Site. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

The Company reserves the right to change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

The Service is available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. The Company reserves the right to ask for proof of age from you and your account may be suspended until satisfactory proof of age is provided. The Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use or law. You are responsible for all of your activity in connection with the Service. You shall not, and shall not permit any third party using your account to, take any action, or Submit Content, that:

  1. infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;
  2. you know is false, misleading, or inaccurate;
  3. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy;
  4. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
  5. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party;
  6. is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or impersonates any person or entity, including any employee or representative of the Company.

Additionally, you shall not:

  • (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure;
  • (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
  • (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service);
  • (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or
  • (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

Registration

You may view Content on the Site without registering, but as a condition of using certain aspects of the Service, you may be required to register with the Company and select a screen name (“User ID”) and password. You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account. You shall not use as a User ID, domain name, or project name any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID, domain name, and project name. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. You shall never use another User account without the other User’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.

Fees and Payments

Joining digitalmunch is free. However, we do charge fees for certain services. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service.

Third-Party Sites

The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company’s control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

Content and License

You agree that the Service contains Content provided by the Company and its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the

Intellectual Property

By Submitting User Submissions on the Site or otherwise through the Service, you agree to the following terms:

digitalmunch is the owner and retains all proprietary rights to the Site, the services provided by the Site, and all associated copyrights, trademarks, brands, service marks, patents or other proprietary rights under law. You are permitted to use the Site and its content only as specifically authorized by us.

digitalmunch’s trademarks and/or service marks may not be used in connection with any product or service that is not provided by digitalmunch, in any manner that is likely to cause confusion among customers or users of the site, tarnishes or dilutes the marks, or disparages or discredits digitalmunch.

digitalmunch deeply respects the third party intellectual property rights that may be implicated in creating an Digitalmunch Video. These intellectual property rights, and your responsibilities with respect to these rights, are outlined below.

In creating a digitalmunch Video using digitalmunch’s customized templates, you will be able to use your own Image Content such as photos, graphics, text, or video segments. You will be able to either upload your own Image Content. Both the Image Content and App Content have associated intellectual property rights as described further herein. You retain any and all rights you hold with respect to Image Content and App Content.

Image Content may be protected by copyright, even if not marked with the © symbol. If you are not the creator of Image Content, then you must get permission from the creator of the Image Content or the copyright holder to use the Image Content in a digitalmunch Video. For example, professionally-taken photographs should not be used in an digitalmunch Video unless you have received permission from the photographer to do so. As another example, professionally-produced video clips, such as clips of TV shows or movies, should not be used in an digitalmunch Video unless you have received a license to do so from the owner of the copyright.

Furthermore, if you want to publish Image Content of someone other than yourself, you must get permission from the individuals portrayed in the Image Content before using the content in a digitalmunch Video. Do not upload any Image Content that is confidential or proprietary. We assume no liability with respect to the disclosure or use of confidential or proprietary information uploaded to our Site.

You hereby grant to digitalmunch a royalty-free, perpetual license to use, copy, create, modify, display and host your digitalmunch Video, Image Content, and App Content solely to the extent necessary for digitalmunch to provide the Services as described herein.

You grant digitalmunch the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the “Trademarks”) in connection with (a) the Service, (b) the Company’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. The foregoing license grant to the Company does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions.

All trademarks and/or service marks displayed on the Site are the exclusive property of their respective owners, and may not be used without the owner’s permission.

Copyright Notifications

digitalmunch will remove infringing materials in accordance with the DMCA if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify digitalmunch’s Copyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. a description of the copyrighted work that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the Site, sufficient for digitalmunch to locate the material;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

If you believe that your work has been removed or disabled by mistake or misidentification, please notify digitalmunch’sCopyright Agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):

  1. a physical or electronic signature of the user of the Services;
  2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
  4. the subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subscriber (c)(1)(C) or an agent of such person.

Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.

Disclaimer of Warranties

ALL DIGITALMUNCH SERVICES, INCLUDING WITHOUT LIMITATION OPEN SOURCE SOFTWARE, AND THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, DIGITALMUNCH, AS WELL AS ANY PROVIDER, MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY MATERIALS OR SERVICES OBTAINED BY YOU FROM THE SITE, FROM US, OR FROM ANY THIRD PARTIES’ WEBSITES TO WHICH THE SITE IS LINKED, WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE USE OF THE SERVICES, THE UPLOADING OF IMAGE CONTENT AND/OR MUSICAL CONTENT, OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS OR CONTENT THROUGH THIS SITE OR THROUGH THIRD PARTIES’ OR PROVIDER’S WEBSITES, IS DONE AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

OTHER THAN AS EXPRESSLY SET FORTH IN THE PARAGRAPH HEREUNDER ENTITLED “LIMITED WARRANTY FOR PRODUCTS,” DIGITALMUNCH EXPRESSLY DISCLAIMS AND PROVIDES NO OTHER WARRANTIES FOR PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Third party Providers have no warranty obligation to You whatsoever. To the extent that digitalmunch has not effectively disclaimed warranties relating to the Services, or the limitations set forth above do not apply to You, your sole remedy for breach of warranty shall be to notify the Provider of the nonconformity, and such Provider may (depending on its policies and practices) refund the purchase price for the Services, if any. Other than this limited remedy, digitalmunch, and not Provider, is responsible for addressing any of Your claims relating to the Services or Your use of the Services, including but not limited to (i) product liability claims; (ii) claims that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Neither Provider, nor any manufacturer of a hardware device on which the digitalmunch Services were accessed, nor any mobile network provider, has any responsibility to provide you with support services relating to the digitalmunch Services.

Limitation of Liability

EXCEPT AS SET FORTH IN THE PARAGRAPH ENTITLED “WARRANTY CLAIMS” HEREUNDER, YOUR EXCLUSIVE REMEDY AND DIGITALMUNCH’S AND PROVIDER’S ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THIS SITE OR THE DIGITALMUNCH SERVICES SHALL BE LIMITED TO THE AMOUNT YOU PAID DIGITALMUNCH, IF ANY, FOR ANY PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE DURING THE SIX-MONTH PERIOD BEFORE THE ACT GIVING RISE TO THE LIABILITY (OR, IF NO SUCH AMOUNT WAS PAID, $1.00 USD).

IN NO EVENT SHALL DIGITALMUNCH OR PROVIDER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR THROUGH THIRD PARTY WEBSITES LINKED TO FROM THIS SITE.

YOU ARE SOLELY RESPONSIBLE FOR MAKING BACKUP COPIES OF ANY AND ALL OF YOUR IMAGE CONTENT AND MUSICAL CONTENT. DIGITALMUNCH SHALL NOT BE LIABLE FOR ANY LOSS OF OR DAMAGE TO YOUR IMAGE OR MUSICAL CONTENT.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold digitalmunch, Provider, and each of its respective parents, subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of (a) your use or misuse of the Site or Services, (b) the viewing of your content or video, (c) the violation of laws, rules, regulations or terms this Agreement, (d) your failure to comply with digitalmunch’s terms of service or other terms of any open source licenses, if applicable,(e) infringement by your content, by you, or by someone using your account, of any intellectual property or any other right of any person or entity. digitalmunch reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with digitalmunch in asserting any available defenses.

Use of Site and Storage of Material

Upon registering with digitalmunch, you will be assigned one (1) user account. You are limited to one account per person. digitalmunch limits the maximum amount of disk space per account for storing digitalmunch Videos and User content to 1 Gigabyte. You may be given an opportunity to purchase additional storage space. Payments for such purchases are nonrefundable.

You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this site. The accounts of our Users operate on shared resources. Excessive use or abuse of these shared network resources by one User may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited. You acknowledge that we have the right, at our sole discretion, to terminate your account, limit the number of transmissions you may send or receive through our site, or limit the amount of storage space, bandwidth, or other resources you may use.

You acknowledge that we reserve the right to convert any Paid User account to a Free User account upon non-receipt of a subscription fee. Furthermore, we reserve the right to terminate any Free User account with no prior notice to you, including the deletion of any videos and content associated therewith, if the account has been inactive for a twelve (12) month period.

Do not rely upon this Site as a primary storage space for User content. You should preserve backup copies of any digital data, information or other materials that you have uploaded.

We reserve the right to change these general practices and limits at any time in our sole discretion. It is your responsibility to periodically check these Terms of Service for updates

International Use

Although this Site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from outside the United States do so on their own initiative and are responsible for compliance with local laws. In addition, this Site and the services provided under this agreement may be subject to United States export control regulations or the export control regulations of other countries. You agree to comply strictly with all export control laws, and assume sole responsibility for obtaining licenses to export or re-export as required. You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Termination of Use

We may terminate or suspend your use of this Site at our discretion and for any reason. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your account and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

The following sections of these Terms of Service will survive termination: Third Party Sites and Information, Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, Termination of Use, Referral Program, Governing Law, Miscellaneous.

Governing Law

The laws of the state of Nevada, USA, will apply to all matters relating to these Terms of Service, the use of this Site and/or services provided through this Site, without regard to the conflicts of laws principles nor the United Nations Convention on the International Sale of Goods.

Notices

All notices to a User or to Digitalmunch shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service atcontact@digitalmunch.com, if by email,

Any notices or communication under these Terms of Service will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by facsimile; (5) on the delivery date if transmitted by email; or (6) immediately if broadcast by digitalmunch.

If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.

Miscellaneous

You agree that this Agreement may be assigned by digitalmunch, in our sole discretion, to any third party at any time. You may not transfer or assign any of your rights and obligations under this Agreement, and any attempt to do so will be null and void.

This Agreement, together with the site Privacy Policy, shall constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understanding of the parties with respect thereto.

Any attempt to modify or supplement the terms of this Agreement and/or the Privacy Policy shall be null and void unless agreed to in writing signed by both parties.

Any failure by us to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision.

In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees.

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