FACECHEX provides Production Studios and Publishers a platform and technology to manage their content and its use across the internet. Digital video templating is a technique in which videos are processed and set with unique identifiers that are linked to specific characteristics of a video (collectively, the "Templates"). FACECHEX offers the process of generating the Templates, as well as using them for copyright detection, duplication/quality analysis, market analytics, metadata analytics, spidering, among any other processes required by you (collectively, the "Services"). You understand and agree that as part of your use of the Services, you may in certain circumstances receive communications from FACECHEX, including without limitation in response to a research inquiry, to verify the accuracy of findings, to validate the legitimacy of copyrights, to confirm a video removal or submissions or with respect to order fulfillment, and that these communications form an essential part of your use of the Services from which you cannot opt out. In all cases, you acknowledge and agree that the Services are provided to you "AS-IS" and that FACECHEX assumes no responsibility for the accuracy or timeliness of any information provided to you through the Services or with respect to the removal of content or placement of content on publications through the Services. You acknowledge that all Templates generated during the use of Services, whether for any purpose, including but not limited to testing, evaluation, analysis, demonstration and live service are property of FACECHEX. FACECHEX retains the right to use these Templates as required by FACECHEX, and is not obligated to delete, return, discard or remove the Templates. FACECHEX can, at its sole discretion, choose to return or destroy these Templates if requested.3. Registration with FACECHEX
For most Services, you will be required to register with FACECHEX prior to being able to utilize such Services, including providing all registration information. As consideration for the use of such Services, you represent and warrant that:
FACECHEX respects the intellectual property of others and by use of the Services, you agree to do the same, including without limitation, the patents, copyrights and trademarks of others. FACECHEX reserves the right to suspend or terminate access to the Services of any party that it believes, in its sole discretion, is violating the patent, copyright or trademark of others. By signing up to the FACECHEX Service you agree without limitation that the works, patents, trademarks, copyrights, and other forms of intellectual property that you lay claim to are those of your own or your companies.
With respect to copyright matters, re-use of any of FACECHEX editorial content and graphics for any purpose without FACECHEX permission is strictly prohibited. All graphics and editorial content on FACECHEX.com and any related sites are protected by U.S. copyright, international treaties, and other applicable copyright laws and may not be copied without the express permission of FACECHEX, which reserves all rights. Permission to use FACECHEX content is granted on a case-by-case basis. Do not copy or adapt the HTML or other code that FACECHEX creates to generate pages. It also is covered by FACECHEX copyright. As a regular part of our business, FACECHEX provides services to facilitate content management from a wide variety of companies. FACECHEX is not in a position to arbitrate disputes between the owners of intellectual property rights and companies who publish or list their products on FACECHEX sites. However, as a courtesy to owners of intellectual property rights, FACECHEX is willing to perform a limited investigation of reasonable complaints. However, FACECHEX provides no guarantee that we will remove the allegedly infringing materials from sites that host the content. FACECHEX encourages the owners of intellectual property rights who believe their rights are being infringed by a company who advertises or lists its products on our site to resolve their disputes directly with that company. If your materials have been removed from our Services, including without limitation removal from FACECHEX.com/FACECHEX.com, based on the complaints of another party, FACECHEX will provide you with notice of the removal of such materials due to alleged infringement of a third party's intellectual rights. FACECHEX will also provide you with the e-mail address of the complaining party so that you may attempt to resolve the issue. FACECHEX may restore your materials upon notification from the complaining party that the dispute has been resolved.
FACECHEX, the FACECHEX logo, are trademarks of FACECHEX Systems Inc. (collectively, the "FACECHEX Marks"). You agree not to display or use in any manner the FACECHEX Marks without FACECHEX prior written consent.
Producer Authorization for DMCA Agency
By accepting these terms and conditions, you are explicitly authorizing Facechex, Inc. and its agents or assigns to act as DMCA Agent on our behalf. This authorization covers any and all copyright holders whose works and copyrights have been assigned to us for distribution which includes the right to exploit, protect, and enforce said works and their corresponding copyrights.
Facechex will ask you to execute a separate Authorization for DMCA authentication purposes, but Producer does acknowledge that in the meantime FACECHEX may begin enforcing DMCA Takedown Notices, if that election is made by the Producer, and to do so, Producer authorizes a digital.
You acknowledge and agree that, in light of the global reach of the Internet, you will at all times comply with all local rules, laws and treaties, of whatever sort or nature, including without limitation, regarding transacting business online, the usage of all data, information, transactional data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials, the transmission of technical data exported from the United States or your country of residence or organization, in connection with your use of the Services.7. Use and Storage Relating to the Services
You acknowledge and agree that from time to time FACECHEX may establish general practices and limits with respect to the use of its Services, such as, without limitation, the number of days any data obtained from Services is archived, the number of days for which summary account information will be maintained, the number of days a report may cover, the number of days historical transaction data will be maintained and/or accessible, the number of campaigns you may create, the number of Templates you may upload to FACECHEX, the number of Template submissions, the maximum number of reports, research requests or other information queries that may be requested in a given time period, and the maximum amount of time you may be logged into your account in a given time period, among others. By using the any portion of the Services, you acknowledge and agree that you will be subject to any and all such general practices and limitations and further, that FACECHEX reserves the right, in its sole discretion, to alter these general practices and limitations from time to time, as it deems necessary or appropriate. You also acknowledge and agree that, by using any portion of the Services, you have no continuing rights to the information stored by FACECHEX. You agree that all banners, images, texts and promotional materials communicated to FACECHEX (collectively, the "Content") can be used at will and discretion of FACECHEX during Services rendered from or to any party deemed a client by FACECHEX.8. Termination, Suspension or Modification of Services
You acknowledge and agree that FACECHEX has the right at any time and in such frequency as it determines to suspend, discontinue, or terminate the Services, in whole or in part, with or without notice to you. You further acknowledge and agree that FACECHEX shall not be liable to you or any third party for any such suspension, discontinuance, or termination of the Services for any reason. Under some circumstances, FACECHEX reserves the right to terminate your access to the Services, in whole or in part, immediately and without notice to you. Reasons for such a termination include, without limitation, (i) a breach or breaches of the Terms or other agreements and/or guidelines incorporated herein by reference, (ii) engagement by you in conduct that is deemed by FACECHEX, in it sole and exclusive judgment, to be fraudulent or constituting an illegal act, (iii) a request made by law enforcement or other government agencies, (iv) a request made by you (self-selected termination): (v) suspension, discontinuance, or material modification of the Services or a portion thereof, (vi) unanticipated technical or security problems or issues, (vii) periods of extensive account inactivity, (viii) failure by you to pay or timely pay any fees, charges, or other monies due FACECHEX or such third parties as it may serve as agent for in connection with settling a transaction, and (ix) violation of any agreement entered into in connection with your use of the Services. Any termination by FACECHEX of your account and/or access to the Services will include, without limitation (i) removal of access to any and all offerings comprising the Services, (ii) deletion of your secure password, log in information and related accounts, including all historical transaction data and summaries, if any, and (iii) a prohibition against your ability to use the Services at any time in the future. You acknowledge and agree that any termination for cause is in FACECHEX sole and exclusive discretion and that any termination of your access to the Services and/or your account shall not cause FACECHEX to be liable to you or any third party for any reason.9. Proprietary Rights of FACECHEX and Third Parties
By using the Services, in whole or in part, you acknowledge and agree that the Services, any software necessarily used in connection therewith (collectively, the "Software") and any information or Templates derived from any such usage constitutes confidential and proprietary information of FACECHEX that is protected by applicable intellectual property and other laws. You also acknowledge and agree that Content provided or made available to you by other third parties using the Services may be protected by trademarks, service marks, copyrights, patent rights or other proprietary rights and laws. Accordingly, you acknowledge and agree that you will not, unless expressly authorized in writing by FACECHEX or the relevant third party provider of Content, as applicable, rent, sell, loan, lease, modify, distribute, reverse engineer, or create derivative works based on the Services, the Software, or the Templates, either in part or in their entirety. FACECHEX hereby grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software for purposes of using the Services for the purposes set for in Section 2 above, provided (i) you do not copy, modify, reverse engineer, reverse assemble, create a derivative work from, or otherwise attempt, in any way, to discover any source code, sell, assign, sublicense, or otherwise transfer in any way rights in the Software, or allow any third party to do any of the foregoing, and/or (ii) your right to use the Services for which the Software has been made available to you has not been suspended or terminated by FACECHEX, for any reason, in whole or in part. You agree not to modify the Software in any manner or form, or use any modified versions of the Software, for any purpose, including without limitation, unauthorized access to the Services. You agree that you will not access or attempt to access the Services by any means other than through the interface provided to you by FACECHEX for such purposes of accessing the Services.10. Proprietary Rights of Content Submitted By You, Use of Transactional Data
While FACECHEX does not make any claim as to ownership of Content you may submit in connection with your use of the Services or otherwise make available, by using the Services, you hereby grant FACECHEX a worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, aggregate, adapt, publicly perform and publicly display such Content on the publicly accessible areas of the Services for purposes of promoting the Services and providing the Services to you and other third party users of the Services for so long as you continue to provide any such Content on or through the Services, subject to termination at such time as you or FACECHEX removes such Content from inclusion in the Services. You agree that FACECHEX retains control of all Content in the areas of Services that are provided for clients, at the discretion of FACECHEX. For purposes of clarity, those areas of the Services that are "publicly available" include all areas of the Services that are accessible by the general public, whether registered with FACECHEX pursuant to Section 3 above or otherwise, as well as those portions of the World Wide Web that are not hosted and/or served by FACECHEX but are accessible via hypertext and other links. Additionally, you represent and warrant that you have all requisite rights and interests to all Content you may submit in connection with your use of the Services or otherwise make available, by using the Services.
Notwithstanding anything to the contrary set forth above in this Section 11, you hereby grant to FACECHEX a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, aggregate, adapt, publicly perform and publicly display that portion of the Content that constitutes transactional data with respect to the use of the Services, including without limitation, sales data, click-through data, winning bid price data, auction length data, and ratings and opinions submitted by you in connection with your use of the Services (collectively, the "Transactional Data").11. Hypertext links to Third Party Websites
In the course of your use of the Services, you may be provided with hypertext links to other Internet web sites and/or resources over which FACECHEX has no control, including without limitation with respect to the content of such other Internet web sites and/or resources. By using the Services, you acknowledge and agree that FACECHEX is not responsible for any such Internet web sites and/or resources in any way, including without limitation, the content of such web sites and the availability of such web sites. Furthermore, you acknowledge and agree that FACECHEX, by including such hypertext links in the Services, does not purport to endorse and is not in any way responsible or liable for any of the services, products, content, advertising or other materials appearing on or available through any such Internet web sites and/or resources, including without limitation any damages or losses resulting from or alleged to be resulting from or in connection with use of or reliance on any such services, products, content, advertising or other materials appearing on or available through any such Internet web sites and/or resources.12. Warranties Disclaimer
IT IS EXPRESSLY UNDERSTOOD AND AGREED BY YOU THAT:
YOU EXPRESSLY UNDERSTAND AND AGREE THAT FACECHEX AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES, (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS AND/OR DATA, (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES, (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING OR MADE AVAILABLE ON OR THROUGH THE SERVICES, AND/OR (v) ANY OTHER MATTERS RELATING TO THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 14, IN THE EVENT A SUBSEQUENT AGREEMENT ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICES PROVIDES FOR TERMS WITH RESPECT TO LIMITATION OF LIABILITY THAT IS CONTRADICTED BY THIS SECTION 14, THE TERMS WITH RESPECT TO LIMITATION OF LIABILITY SET FORTH IN SUCH SUBSEQUENT AGREEMENT WILL CONTROL AND SUPERSEDE THIS SECTION 14 WITH RESPECT TO SUCH PARTICULAR SERVICES. FURTHER NOTWITHSTANDING THE FOREGOING, SOME OF THE FOREGOING EXCLUSIONS OF CERTAIN WARRANTIES AND/OR THE LIMITATION AND/OR EXCLUSION OF WARRANTIES MAY NOT APPLY TO YOU, SINCE SOME JURISDICTIONS DO NOT ALLOW IT.14. Indemnity
You agree, as additional consideration for your use of the Services, to fully indemnify and hold harmless FACECHEX and its officers, employees, agents, affiliates, partners, licensors, parents and subsidiaries from and against any demand or claim, including reasonable attorneys' fees, made by any third party due to or arising out your use of the Services, your connection to the Services, your violations of the Terms, any Content you submit, post, transmit or otherwise make available through the Services, or your violation of any rights of another.15. General Provisions
If either party hereto brings an action at law or in equity to enforce, interpret or seek redress for the breach of this Agreement/Relationship, then the prevailing party in such action shall be entitled to recover all court costs, witness fees and reasonable attorneys fees, at trial, arbitration or on appeal in addition to all other appropriate relief. Such costs shall be recoverable whether or not suit is actually filed or a judgment entered.17. Violations
If you believe there have been any violations of these Terms, whether by you or another, you agree to report it to support@Facechex.com as soon as possible.