PLEASE READ CAREFULLY - THIS IS A BINDING CONTRACT
This Pinoy Houston TV PHTV Account Agreement ("Agreement") is a binding agreement between PHTV ("PHTV", "we" or "us"), which, together with its affiliates, operates studios.PHTV.com and the PHTV submission platform ("PHTV") and you or, if applicable, the company or other legal entity you represent ("you"). This Agreement incorporates by reference: the www.pinoyhoustontv.com Privacy Notice posted on www.pinoyhoustontv.com; the Conditions of Use posted on www.pinoyhoustontv.com; the Participation Guidelines posted on www.pinoyhoustontv.com; and other policies, conditions, rules and procedures that we post and update on PHTV over time. In addition, if you upload scripts, movies, shows and certain other content to PHTV you will be subject to the terms of the Submission Agreement posted on www.pinoyhoustontv.com (the current version of the Submission Agreement is available here). Any Submission Agreement you accept is referred to as a "Submission Agreement". You accept the terms of this Agreement by clicking to confirm acceptance or by creating an PHTV account. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity to this Agreement. If you do not have the authority, or if you do not agree with the terms of this Agreement, you may not create an account.
1. Amendments to this Agreement
PHTV will grow and evolve over time. As it does, we'll need to adapt the terms of this Agreement. Unless we otherwise note at the time of posting, changes to this Agreement will be effective immediately upon posting. You accept changes by using PHTV after we have posted changes or, if we provide you a means of indicating your acceptance online, by clicking to confirm acceptance.
2. Account Creation
2.1. Opening an account gives you access to features of PHTV you wouldn't otherwise have access to, such as the ability to upload content, post reviews and comments, send messages to other users using email, participate in forums and create a profile for your account.
2.2. To open an account, you must be at least 18 years old or the legal age of majority in the jurisdiction in which you reside.
2.3. When creating and updating your account, you must provide accurate and complete information. You must also keep your contact information accurate and up-to-date. You may not use a false name or a name, username or password you are not authorized to use. You may not use someone else's account. You may not use a false e-mail address, impersonate any person or entity, or otherwise misrepresent the origin of any review, comment, forum post, screenplay, movie or other content or communication. We may remove or reclaim a username you select if we believe the name you have chosen creates confusion with someone else or is otherwise inappropriate.
2.4. You're responsible for maintaining the confidentiality of your account and password and for all activities that occur under your account. You must notify us immediately of any breach of security or unauthorized use of your account. We will not be liable for losses caused by any unauthorized use of your account.
2.5. We may suspend or terminate your account or your participation on PHTV at any time. You acknowledge that if we do so, you may be prevented from accessing communications and content on PHTV. If we terminate your account, you must stop using all PHTV accounts and you will not create any new accounts.
3. Licenses from You to PHTV
3.1. If you upload scripts, movies, shows and content to PHTV for review using the submission tools found on studios.PHTV.com you will be subject to the terms of the Submission Agreement. For other content that you submit, such as reviews, forum posts, proposals and comments ("Other Materials") and content about yourself that you contribute for your PHTV profile ("Profile Content"), you grant us and our affiliates the following rights:
3.1.1 For Profile Content, a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, display and distribute the content on or in connection with PHTV. This license ends if you delete your profile unless you have shared your content with others and they posted it on PHTV and have not deleted it. When you delete Profile Content, a backup copy of it may remain in backup copies on our servers, but it will not be publicly available on your PHTV profile.
3.1.2 For Other Materials, a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display the Other Materials in any media for the term of copyright in the Other Materials. This license includes the right to use and display your name and the name that you submit in connection with the Other Materials (if different) on and in connection with PHTV.
3.2. You represent and warrant that you own or otherwise control all of the rights to Profile Content and Other Materials. The rights you grant us under this Agreement are in addition to and don't limit rights we have under law. If you are outside the United States, you consent to having your personal data transferred to and processed in the United States.
3.3 We make available tools for you to create content. You represent and warrant that you own or otherwise control all of the rights to content that you add to, or create in the PHTV system. We do not acquire any ownership or option rights in that content by your use of PHTV resources. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, distribute, and display the content in order to provide PHTV resources to you, to make the content available to other parties if you elect to share it or otherwise make it available to the public, or to otherwise service you or your account, including for customer service purposes.
4. Content and Communications
4.1. All of your Profile Content and Other Materials and all communications you make using email and any other communication mechanism we provide on PHTV are subject to our Participation Guidelines and the www.pinoyhouston.com Privacy Notice and may not:
4.1.1. be illegal, obscene, infringing, invasive of privacy or other rights of any person, defamatory, in violation of any policies posted on PHTV, in violation of any agreements with third parties or otherwise injurious to third parties;
4.1.2. threaten, harass or intimidate any user; or
4.1.3. contain software viruses, political campaigning, commercial solicitations, chain letters, mass mailings, or any form of "spam."
4.2. While we don't currently have limits on the frequency of communications you send or receive or on the amount of storage space you use on PHTV, we may introduce them in the future.
4.3. We have no obligation to make any content available on PHTV or to otherwise use it in any way. If we make any content available on PHTV, we may remove it at any time in our sole discretion.
4.4. You agree to comply with all applicable laws in connection with your use of PHTV.
5. Control of Services
We have discretion over the design and operation of PHTV and all services we offer. We may modify or discontinue PHTV or any service we provide at any time in our sole discretion.
You will indemnify and hold harmless us, our licensees, our sublicenses, our distributors, our producers, any party to which we assign any of our rights under this Agreement or any Submission Agreement, and our and their affiliates and successors, and each of their directors, officers, members, shareholders, employees, associates, agents, and representatives (the "PHTV Parties") from and against any losses, damages, liability, claims, costs, judgments and expenses (including, without limitation, reasonable outside attorneys' fees) incurred by reason of any claim arising in connection with any breach or alleged breach of your obligations, representations, or warranties under this Agreement or any Submission Agreement or other agreement you enter into with any of the PHTV (an "PHTV Agreement"). This means that, among other things, you may be required to pay for the cost of counsel to defend the PHTV Parties and to pay for damages awarded in a court of law against the PHTV Parties, any amounts payable to settle any claim or proceeding, and any costs associated with the resolution of any claim or proceeding.
7. User Generated Content
You acknowledge that PHTV will include screenplays, movies, shows, reviews, forum posts, comments, messages and other content submitted by you and other users of PHTV ("User Generated Content"). The PHTV Parties are not responsible in any way for any User Generated Content and you hereby irrevocably waive any claim and any legal or equitable rights or remedies you may have against any PHTV Party with respect to User Generated Content, including, without limitation, any claim for copyright infringement. If you have, or believe that you have, any legal or equitable claim related to any User Generated Content, your sole remedy is to assert your claim directly against the PHTV participant who submitted the User Generated Content.
8. Term and Termination
We may terminate this Agreement at any time without notice. You may terminate at any time by giving us notice of termination in accordance with this Agreement and discontinuing your use of PHTV. Termination of this Agreement will not affect or discharge any other agreement you have entered into with us or our affiliates or any rights you have granted to us through PHTV. All provisions of this Agreement survive termination of this Agreement unless specifically stated otherwise.
9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
PHTV AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH PHTV ARE PROVIDED BY PHTV ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. PHTV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF PHTV OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH PHTV, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF PHTV IS AT YOUR SOLE RISK. YOU HEREBY WAIVE ALL CLAIMS AGAINST PHTV TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF PHTV, FROM THIS AGREEMENT OR ANY PHTV AGREEMENT, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH PHTV, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. LAWS IN CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. WITHOUT LIMITING THE FOREGOING, YOU HEREBY WAIVE ALL CLAIMS TO DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT OR ANY PHTV AGREEMENT, WHETHER IN CONTRACT OR TORT, IN EXCESS OF $50 AND THE ENTIRE LIABILITY OF ALL PHTV PARTIES TO YOU FOR SUCH DAMAGES WILL NOT EXCEED $50.
10. No Rescission or Injunctive Relief
All rights granted to PHTV under this Agreement or any PHTV Agreement are irrevocably vested. No breach by PHTV of this Agreement or any PHTV Agreement will entitle you to equitable relief, whether injunctive or otherwise, against or with respect to your content or any other works produced pursuant to the rights granted under this Agreement or any PHTV Agreement or their exploitation. If the rights granted to PHTV under this Agreement or any PHTV Agreement should revert to you under any copyright law or similar law, and if you are at any time thereafter prepared to enter into an agreement with a third party for the license, exercise or other disposition of all or any of those rights, you will, before entering into the agreement, give PHTV notice of the proposed terms (and all modifications of the terms) and the party involved. In each case, PHTV will then have 10 business days in which to elect to acquire the rights involved on the terms contained in the notice.
Any dispute or claim between you and PHTV relating in any way to this Agreement, any PHTV Agreement, your visit to the Site or properties contributed to, developed on or distributed by or through the Site will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Pinoy Houston TV, 11110 Bellaire Blvd., Suite 201, Houston, TX 77072. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, PHTV will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. PHTV and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, PHTV and you each waive any right to a jury trial. You and PHTV also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
12. Applicable Law
By visiting the Site, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Washington, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and PHTV.
13. Feedback and Other Content
If you provide suggestions, ideas, comments, reviews, proposals, or other feedback to us (whether written, verbal or in any other format or manner) in connection with PHTV ("Feedback"), we are free to use your Feedback in any manner without restriction and without compensating you. You acknowledge that we, on our own or through third parties, are developing and have received (and will in the future develop and receive) content of all variety, including screenplays, stories, proposals, movies, characters, ideas, or concepts that may be similar to content you provide, or may have similar storylines, characters, plot developments or other similarities to content you provide and that you will not have any rights with respect to the similar content or be entitled to any compensation with respect to the similar content. You forever release the PHTV Parties from any claims based on any such similar content.
Our failure to enforce your strict performance of any provision of this Agreement or any PHTV Agreement will not constitute a waiver of our right to subsequently enforce the provision or any other provision of this Agreement or any PHTV Agreement.
All notices sent by you with respect to this Agreement or any PHTV Agreement should be sent by certified mail to the following address:
11110 Bellaire Blvd Ste. 220
Houston, TX 77072
All other notices and inquires (including any notices of copyright infringement or customer service issues) will not receive a response through this process and should use the notice procedures set forth in the Conditions of Use. We may send notices to you by sending an email to the email address you supply when registering for an account, by posting a notice on PHTV or by contacting you at any other addresses, phone numbers or email addresses you provide to us.
16. Complete Agreement; Enforceability
This Agreement and any PHTV Agreement constitute the entire understanding between you and PHTV related to PHTV. If any provision of this Agreement or any PHTV Agreement is found to be invalid, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of any other provision.
17. Electronic Signatures
YOU ACKNOWLEDGE THAT YOUR ACCEPTANCE OF THIS AND ANY OTHER PHTV AGREEMENT BY ELECTRONIC MEANS CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THE AGREEMENT.