RendrFX Buyer Terms of Use

Please Note: These Buyer Terms of Use contain an exclusive jurisdiction clause, an arbitration clause, indemnification obligations, disclaimers of warranties and limitations of liability. Please review these Terms of Use in their entirety.

RendrFX, Inc. (“RendrFX”) operates a global marketplace for customizable 3D motion graphics templates, Content (defined below) and subsequent customization and rendering services (“Market Place”). RendrFX’s customers pay a fee to purchase Content (defined below) use and leverage RendrFX patent-pending technology to create single video outputs known as Customizable Motion Graphics Videos (“CMGV”s) that license artist contributor Content via the RendrFX websites (collectively, “RendrFX Websites”).

These Buyer Terms of Use ("Buyer Terms of Use") explain a contractual agreement between you the Customer ("you," "your", “Customer”, “Buyer”) and RendrFX, Inc. ("Provider," "we," "us," "our"), regarding your use of this web site, including the Market Place ("Provider Web Site"), your access to the content available on the Provider Web Site, and your purchase of services from the Provider Web Site.

You should print a copy of these Buyer Terms of Use for your records. Please note, however, that these Buyer Terms of Use may be updated and amended by us from time to time as provided herein.

1. AGREEMENT TO BUYER TERMS OF USE.

 


By clicking the “I Accept” button on the RendrFX Website during Buyer/Customer registration, you agree to be bound by, and become a party to these Buyer Terms of Use and that you have the legal capacity to execute these Buyer Terms of Use. This Agreement is effective as of the date that you click “I Accept” (the “Effective Date”). If you do not agree to all of the terms of these Buyer Terms of Use, you must click the button that indicates that you do not accept the these Buyer Terms of Use or the cancel button and you shall have no rights to purchase services or otherwise utilize any of the RendrFX services for Buyers/Customers (including utilizing the RendrFX Market Place as a Buyer).

2. CHANGE TO TERMS.

 


We reserve the right, at our discretion, to change, modify, add, or remove portions of these Buyer Terms of Use at any time. Please check these Buyer Terms of Use periodically for changes. Your continued use of the RendrFX Market Place, your Buyer Account and/or the Provider Web Site after the posting of changes to these Buyer Terms of Use will mean you agree to abide by those changes. Any amendment to these Buyer Terms of Use by you must be agreed to by us in writing.

3. CONTENT OWNERSHIP.

 


The Provider Web Site and the content accessible through the Provider Web Site (including but not limited to images, videos, templates, audio, metadata, etc.), and all intellectual property rights included in or associated with the Provider Web Site, including but not limited to patents, copyrights, trademarks and service marks (collectively, "Content"), are owned or licensed by us, and all right, title and interest in and to the Provider Web Site and Content remains with us. Content includes 3D motion graphics, templates and any photographs, images, vectors, moving images, animations, films, videos, audiovisual works or other media within the template, along with any associated keywords, metadata and/or titles submitted by a contributor to RendrFX. Customizable Motion Graphics Videos, or CMGVs, are the end product sold by RendrFX to Buyers. Buyers purchase use of a Template and subsequent Personal or Commercial license to the Content therein to generate a CMGV. Any rights to use Content and CMGVs are subject to the Terms of Service, Licenses and these Buyer Terms of Use. These Buyer Terms of Use alone do not grant you any rights to any contributor provided Content or to CMGVs. Submission of

Content by contributors to RendrFX is governed by the Artist Contributor Terms of Service and related documents incorporated therein. You agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Provider Web Site or any Content. In addition, you agree not to use any data mining, robots or similar data and/or media gathering and extraction methods in connection with the Provider Web Site or Content. Except as ordinarily occurs when a web site is downloaded to your computer in the normal course of browsing such web site, material from the Provider Web Site may not be copied, distributed, re-published, uploaded, posted, modified, reverse engineered, or transmitted in any manner without our prior written consent. Certain Content may be licensed from third parties and all such third-party content and intellectual property rights related to such content belong to the respective third parties. In any event, you may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Provider Web Site or in the Content.

Unless you enter into a license agreement with RendrFX you may not download, distribute, display and/or copy any contributor Content or CMGVs, and your use of such Content and CMGVs is subject to the Terms of Service, Licenses and these Buyer Terms of Use. You may not remove any watermarks or copyright notices contained in the Provider Web Site, Content or CMGVs.

4. LICENSES

 


a) When you select a Template from the RendrFX Market Place and choose to purchase that item, you acquire the right to use that Template (and Content therein) and RendrFX technology to create one end video; you are not actually acquiring the item itself. When you purchase the item, you will be offered different Licenses that dictate end use cases of the video, as defined in the RendrFX Terms of Service, Licenses agreement which is incorporated herein by reference. Once you purchase a specific license, your use of the end video (CMGV) is bound by the conditions set forth in Terms of Service, Licenses.

b) You may not license RendrFX Content for use in connection with matter that is pornographic, defamatory or deceptive, or in a manner that could be considered libelous, obscene, or illegal in nature. This includes both Customer Media incorporated in the end CMGV as well as use of the end CMGV in any larger group of work. RendrFX shall not be liable for violations of these Buyer Terms of Use or the RendrFX Terms of Service, Licenses, and you may incur liability for any violation thereof. If RendrFX becomes aware (including via an Artist Contributor) of your use of any Content in a manner that violates the Buyer Terms of Use, the RendrFX Terms of Service, Licenses or any other RendrFX agreement, policy or procedure, RendrFX reserves the right to disable your account and take all commercially reasonable action in connection with the Content at issue.

c) When Artist Contributors submit Content to RendrFX, they attest that they have the right to license their Content subject to the Artist Contributor Terms of Service, Terms of Service, Licenses and any other binding RendrFX agreements. RendrFX will not be held liable for Artist Contributor violations to the Artist Contributor Terms of Service or any other agreements incorporated therein. If RendrFX becomes aware (including via a Buyer ) that an Artist Contributor violated the Artist Contributor Terms of Service or other RendrFX agreement, policy or procedure, RendrFX reserves the right to disable the Artist Contributor’s account and take all commercially reasonable action in connection with the Content at issue. Templates or Content may be removed from the RendrFX Market Place, and in certain cases RendrFX may issue purchase refunds (in whole or in part) where deemed appropriate by RendrFX’s sole discretion.

5. ACCOUNTS


a) You agree to provide true and complete information relating to your RendrFX Buyer account (“Account”), including, but not limited to, information relating to your employment (if using RendrFX for commercial use), your address, and your age.

b) By opening a RendrFX Account, you express your consent to the RendrFX Privacy

Policy, which is incorporated herein by reference and governs RendrFX’s collection, processing, storage and transfer of the Customer Media and data submitted by you, including data relating to you, your Account, your Customer Media, or other information related to any of the foregoing (hereafter, “Personal Data”). You agree that your Personal Data may be collected, processed, stored, and transferred to jurisdictions other than your home jurisdiction.

c) You acknowledge and agree that RendrFX has the right to refuse to establish an Account or to close any existing Account, for fraud, RendrFX license infringement, intellectual property infringement, violation of a third party’s rights including those of privacy or publicity, submission of material that is obscene in nature, violent or that might be construed as defamatory in the sole discretion of RendrFX, failure to comply with RendrFX’s guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with RendrFX, or otherwise for the convenience of RendrFX.

d) RendrFX will terminate your Account no later than ninety (90) days following its receipt of a written request from you. Once your account is terminated, RendrFX will not be accountable for storage or delivery of any previously created CMGVs or Customer Media uploaded to the web site.

e) When uploading Customer Media to the site, you submit to allowing RendrFX to retain that media to facilitate RendrFX services as long as your account remains active. RendrFX reserves the sole responsibility to determine how long Customer Media will be stored on our site and is under no obligation to store your Customer Media. Please back up your media as needed via other channels, as RendrFX has no obligation to store your Customer Media.

f) You may remove Customer Media from your Account at any time.

g) RendrFX will store the final CMGV videos you purchase and create on our website for period of at least three years. Please ensure that you have downloaded your video before the end of the three year time period, as RendrFX will not be held accountable for storing or delivering the video after that time period. RendrFX reserves the right to store the CMGVS for as long as your account is active.

h) If your Account is terminated for any reason, you must obtain written authorization from RendrFX prior to establishing another Account.

6. USAGE LOGISTICS AND RESTRICTIONS


a) You may not upload Customer Media to the site that that:

a. Is pornographic, defamatory or deceptive;

b. Is in a manner that could be considered libelous, immoral, obscene, or illegal in nature;

c. Infringes any third party's copyrights or other intellectual property rights or any right of publicity or privacy;

d. Exploits minors;

e. Depicts unlawful or violent acts;

f. Depicts animal cruelty or violence towards animals;

g. Promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or

h. Violates any law, statute, or regulation.

b) As noted above, when you purchase a specific license, your use of the end video (CMGV) is bound by the conditions set forth in Terms of Service, Licenses. When you incorporate Customer Media in a CMGV, you attest that you have the appropriate ownership or licenses to use that Customer Media to create a CMGV and use the CMGV (with incorporated Customer Media) according to the purchased license. RendrFX will not be held liable if you use Customer Media in a manner that violates these Buyer Terms of Use or violates any third party’s rights.

c) When you purchase a CMGV, you are purchasing the ability to create one end video from the template you select, and use that end video according to the license you purchased. If you want to create and use an additional video from that template, you will need to

purchase another CMGV separately.

d) When creating a video, you will be given the ability to use the RendrFX Storyboard Editor to preview an image from each scene with the Customer Media you upload. You will then have the ability to preview the video (Video Preview 1) once and either accept that video for final video creation, or make additional edits to generate a second video preview (Video Preview 2). At this point, you have two options:

a. 1) You can choose between Video Preview 1 or Video Preview 2 for final video creation.

b. 2) You can choose to purchase additional Render Services to make additional updates and generate additional video previews. Please note that you may have the ability to purchase additional Render Services preemptively as well.

e) When purchasing additional Render Service, unused credits can be applied to a future purchase, but will not be refunded.

f) Once you select and purchase a RendrFX template license to create a CMGV, the transaction is final and RendrFX will not issue refunds or returns (including, but not limited to scenarios where you decide not to create the video or if you are not pleased with the final aesthetic compilation with your Customer Media). If you believe there is a technical issue with the Template or end CMGV itself, please contact Support@rendereffects.com and we initiate a review your request within two business days. RendrFX has the sole authority to issue refunds (in whole or in part) at our discretion.

g) RendrFX leverages Stripe for payment processing. Please refer to Stripe’s Privacy Policy and Terms of Service for further information on their policies. RendrFX may change its designated payment account provider in its sole discretion.

h) If you purchase RendrFX credits, RendrFX credits expire if not used within 24 months from the date of deposit, and will be forfeited on the 24 month anniversary of the deposit date. If you deposit money to your RendrFX account at any time during that 24 month period before your RendrFX credits expire, the total balance of your RendrFX credits (that is, both the new deposit and the balance of any unused older RendrFX credits) will become available for a further 24 months from the date of the new deposit. If you do not use your RendrFX credits within that further 24 months period, the RendrFX credits will be forfeited on the 24 month anniversary of the new deposit. We generally try to inform you beforehand when RendrFX credits are going to expire, but this is not always possible and we are not required to issue any warnings regarding expiration. Your use and purchase of RendrFX credits is at your sole risk. Please check your Account regularly for details of expiry dates. If you have different rights under an applicable consumer law, the foregoing does not operate to exclude those rights.

i) RendrFX is not responsible for the accuracy, completeness, appropriateness, or legality of Content uploaded to the site, Customer Media uploaded to the site, RendrFX CMGVs, Market Place posts, or any other information you may be able to access using the RendrFX Services.

7. DISCLAIMER OF WARRANTIES.


The material in this site could include technical inaccuracies or typographical errors. YOU USE THE PROVIDER WEB SITE AT YOUR OWN RISK. PROVIDER WEB SITES ARE PROVIDED "AS IS," WHERE IS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH YOU. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, ACCURACY OR TITLE. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROVIDER WEB SITE OR AGAINST INFRINGEMENT. We also do not guarantee uninterrupted or secure access to the Provider Web Site, that defects will be corrected, or that the Provider Web Site or the servers that make it available are free of viruses or other harmful components.

8. LIMITATION OF LIABILITY.


We are an online service provider; we are not responsible for any loss or injury whatsoever due to Content or other information published through this Provider Web Site. The Provider Web Site may be unavailable due to maintenance or other factors and we will have no liability for any such unavailability. We will also not have any liability for any loss of data, degraded data, old or out-dated data, or errors in data resulting from non-deliveries, mis-deliveries or service interruptions caused by us, any third-party acts or any other web host provider or the Internet infrastructure and network external to the Provider Web Site. The limitations of liability provided in these Buyer Terms of Use inure to our benefit and to the benefit of our affiliates, and to all of our respective officers, directors, employees, attorneys and agents.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY UNDER THESE BUYER TERMS OF USE EXCEED THE FEES PAID BY YOU TO RENDRFX IN THE THREE (3) MONTHS PRIOR TO THE ACT GIVING RISE TO THE LIABILITY.

Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions which may supersede the foregoing disclaimers and limitations. As a result, these disclaimers and/or limitations may not apply to you if prohibited by law.

9. TERMINATION.


We may, in our sole discretion and at any time, discontinue the Provider Web Site, either in part or in whole, with or without notice. You agree that any termination of your access to the Provider Web Site may be affected without prior notice, and you agree that we shall not be liable to you or any third-party for any such termination.

10. PROHIBITED ACTIVITIES.


You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or other malicious code, intended to damage or interfere with the proper working of the Provider Web Site or to surreptitiously intercept or expropriate any system, data or personal information from the Provider Web Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, "spam" or any other such unsolicited overload technique.

11. LINKING AND THIRD-PARTY CONTENT.


The Provider Web Site may contain links to third-party web sites not under our control or operation. We provide any such links only as a convenience and do not endorse and are not responsible for the contents of any linked site or any link contained in a linked site. The Provider Web Site may contain news, information, or pricing published by various third-party providers. Use of any third-party content may be conditioned upon terms and conditions as provided, from time to time, by such third-party providers.

12. LAWS AND REGULATIONS.


You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) use of the Provider Web Site and (ii) release of information to and retrieval of information from the Provider Web Site.

13. INDEMNIFICATION.


You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (i) your use of the Provider Web Site; (ii) your breach of any provision of these Buyer Terms of Use or any other RendrFX agreements, policies or procedures; (iii) the illegality,

reliability, appropriateness, originality or copyright of any submission to Provider; and/or (iv) any intentional wrongdoing by you.

14. ASSIGNMENT.


You will not have the right to assign or transfer your rights under these Buyer Terms of Use to any other person or entity without our prior written consent, which consent may be withheld for any reason or for no reason. Furthermore, you acknowledge and agree that your access to and use of the Provider Web Site may not be sublicensed or otherwise transferred voluntarily or by operation of law to any third party. Any attempted assignment, license, sublicense or transfer by you, whether voluntary or involuntary, is void and grounds for termination of your rights under these Buyer Terms of Use.

15. CONTACT.


If you have any problems, questions or complaints about these Buyer Terms of Use or any Provider Web Site, please contact us by email at support@rendereffects.com.

16. GOVERNING LAW, ARBITRATION AND JURISDICTION.


You recognize that, although the Internet can be accessed from anywhere in the world, the Provider Web Site is located in the Commonwealth of Pennsylvania, United States of America, and that when you access the Provider Web Site, you are doing so in the Commonwealth of Pennsylvania, United States of America. These Buyer Terms of Use shall be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Pennsylvania without giving effect to any principles of conflict of law and the federal laws of the United States of America. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. YOU FURTHER AGREE THAT ANY ARBITRATION ACTION BROUGHT BY YOU ARISING OUT OF OR RELATING TO THESE BUYER TERMS OF USE OR THE PROVIDER WEB SITE SHALL BE FILED ONLY IN ERIE COUNTY, PENNSYLVANIA, AND YOU HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION AND VENUE IN ERIE COUNTY, PENNSYLVANIA.

17. PRIVACY POLICY.


By agreeing to these Buyer Terms of Use, you also agree to our Privacy Policy located at www.renderfx.com/legal/privacy-policy which is incorporated herein by reference. Like these Buyer Terms of Use, the Privacy Policy is subject to change from time to time. Your continued use of the Provider Web Site constitutes your acceptance to any changes to the Privacy Policy.

18. CLAIMS CONCERNING COPYRIGHT INFRINGEMENT.


RendrFX, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), has implemented procedures for receiving written notification of claimed infringements. RendrFX has designated the following agent to receive notices of claimed copyright infringement:

RendrFX, Inc.

ATTN: Copyright Agent
900 State Street
Erie, PA 16501

19. MISCELLANEOUS.


Headings are for reference purposes only. Our failure to exercise or enforce any right or provision of the Buyer Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Buyer Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the

validity and enforceability of any remaining provisions. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable materials. Specifically, you agree to comply with all applicable laws regarding the transmission of technical or other data exported from the United States or the country in which you reside. These Buyer Terms of Use, and any web pages or other documents incorporated by reference, set forth the entire understanding and agreement between us with respect to the subject matter hereof.

Any notices required to be delivered by you to RendrFX in accordance with these Buyer Terms of Use (except as set forth in Section 18 above) shall be delivered in writing to the following recipient(s):

RendrFX, Inc.

Attention: Buyer Terms of Use
900 State Street
Erie, PA 16501

Email: Support@rendereffects.com

September 22, 2015

Version 1.0

Definitions:

Buyer: Customers who purchase Template use and create CMGVs from the RendrFX websites. Buyers will be able to upload their own media (“Customer Media”) to RendrFX.

Customer Media: Any files uploaded by the end customer to the RendrFX Websites for the purpose of integration into CMGVs. Customer media may include, but is not limited to videos, photographs, images, logos, moving images, animations, films, vectors, music, audiovisual works, etc.

Contributor: Contributors are those individuals or entities who upload Content, or 3D motion graphics Templates, to RendrFX. “Contributor” is used interchangeably with the term “Artist” or “Artist Contributor” throughout the RendrFX site.

Content: 3D motion graphics Templates and all content therein. “Content” is synonymous with the creations of 3D motion graphics artists and is used interchangeably with the word “Art” on our website. “Content,” or “Art,” submissions include templates and any photographs, images, vectors, moving images, animations, films, videos, audiovisual works or other media within the template, along with any associated keywords, metadata and/or titles submitted by the contributor to RendrFX.

CMGV: Customizable Motion Graphics Videos. CMGVs are the end product sold by RendrFX to Buyers. Buyers purchase use of a Template and subsequent Personal or Commercial license to the Content therein to generate a CMGV.

Render Services: RendrFX will offer Buyers the ability to render each Template purchase twice in order to allow for initial media upload corrections. If an additional render is needed for further corrections, Buyers can purchase additional renders. Only one final CMGV without a watermark will be created per template sale.

Royalty: RendrFX will pay artist contributors a Royalty for each unique purchase of a Template (Content) and subsequent license used to create a CMGV for which RendrFX receives payment. Royalty rates are set forth on the Artist Contributor Payment Schedule and will be defined as a percentage of the CMGV purchase price, as set by RendrFX.

Template: Templates for CMGV creation are available via the RendrFX Market Place. When a Buyer purchases a Template and subsequent Personal and Commercial license to the Content therein, they will have a defined time period to upload their Customer Media and create a final CMGV, as defined by these Buyer Terms of Use.


Please Note: These Terms of Use contain an exclusive jurisdiction clause, an arbitration clause, indemnification obligations, disclaimers of warranties and limitations of liability. Please review these Terms of Use in their entirety.

RendrFX Website Terms of Use

These Terms of Use ("Terms of Use") explain a contractual agreement between you ("you," "your") and RendrFX, Inc. ("Provider," "we," "us," "our"), regarding your use of this web site ("Provider Web Site") and your access to the content available on the Provider Web Site.

You should print a copy of these Terms of Use for your records. Please note, however, that these Terms of Use may be updated and amended by us from time to time as provided herein.

1. AGREEMENT TO TERMS OF USE.


By using the Provider Web Site, you agree to these Terms of Use as amended from time to time. Furthermore, when you access the Provider Web Site and at various other places on the Provider Web Site, you specifically acknowledge your agreement with the most current version of these Terms of Use. The failure to include a specific acknowledgment at any point on the Provider Web Site shall not be construed to diminish the applicability or effectiveness of these Terms of Use.

2. CHANGE TO TERMS.


We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms of Use at any time. Please check these Terms of Use periodically for changes. Your continued use of the Provider Web Site after the posting of changes to these Terms of Use will mean you agree to abide by those changes. Any amendment to these Terms of Use by you must be agreed to by us in writing.

3. CONTENT OWNERSHIP.


The Provider Web Site and the content accessible through the Provider Web Site (including but not limited to images, videos, templates, audio, metadata, etc.), and all intellectual property rights included in or associated with the Provider Web Site, including but not limited to patents, copyrights, trademarks and service marks (collectively, "Content"), are owned or licensed by us, and all right, title and interest in and to the Provider Web Site and Content remains with us. Content includes 3D motion graphics, templates and any photographs, images, vectors, moving images, animations, films, videos, audiovisual works or other media within the template, along with any associated keywords, metadata and/or titles submitted by a contributor to RendrFX. Customizable Motion Graphics Videos, or CMGVs, are the end product sold by RendrFX to Buyers. Buyers purchase use of a Template and subsequent Personal or Commercial license to the Content therein to generate a CMGV. Any rights to use Content and CMGVs are subject to the Terms of Service, Licenses and the Buyer Terms of Use. These Terms of Use do not grant you any rights to any contributor provided Content or to CMGVs. Submission of Content by contributors to RendrFX is governed by the Artist Contributor Terms of Service and related documents incorporated therein. You agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Provider Web Site or any Content. In addition, you agree not to use any data mining, robots or similar data and/or media gathering and extraction methods in connection with the Provider Web Site or Content. Except as ordinarily occurs when a web site is downloaded to your computer in the normal course of browsing such web site, material from the Provider Web Site may not be copied, distributed, re-published, uploaded, posted, modified, reverse engineered, or transmitted in any manner without our prior written consent. Certain Content may be licensed from third parties and all such third-party content and intellectual property rights related to such content belong to the respective third parties. In any event, you may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Provider Web Site or in the Content.

Unless you enter into a license agreement with RendrFX you may not download, distribute, display and/or copy any contributor Content or CMGVs, and your use of such Content and CMGVs is subject to the Terms of Service, Licenses and the Buyer Terms of Use. You may not remove any watermarks or copyright notices contained in the Provider Web Site, Content or CMGVs.

4. DISCLAIMER OF WARRANTIES.


The material in this site could include technical inaccuracies or typographical errors. YOU USE THE PROVIDER WEB SITE AT YOUR OWN RISK. PROVIDER WEB SITES ARE PROVIDED "AS IS," WHERE IS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH YOU. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, ACCURACY OR TITLE. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROVIDER WEB SITE OR AGAINST INFRINGEMENT. We also do not guarantee uninterrupted or secure access to the Provider Web Site, that defects will be corrected, or that the Provider Web Site or the servers that make it available are free of viruses or other harmful components.

5. LIMITATION OF LIABILITY.


We are an online service provider; we are not responsible for any loss or injury whatsoever due to Content or other information published through this Provider Web Site. The Provider Web Site may be unavailable due to maintenance or other factors and we will have no liability for any such unavailability. We will also not have any liability for any loss of data, degraded data, old or out-dated data, or errors in data resulting from non-deliveries, mis-deliveries or service interruptions caused by us, any third-party acts or any other web host provider or the Internet infrastructure and network external to the Provider Web Site. The limitations of liability provided in these Terms of Use inure to our benefit and to the benefit of our affiliates, and to all of our respective officers, directors, employees, attorneys and agents.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions which may supersede the foregoing disclaimers and limitations. As a result, these disclaimers and/or limitations may not apply to you if prohibited by law.

6. TERMINATION.


We may, in our sole discretion and at any time, discontinue the Provider Web Site, either in part or in whole, with or without notice. You agree that any termination of your access to the Provider Web Site may be affected without prior notice, and you agree that we shall not be liable to you or any third-party for any such termination.

7. PROHIBITED ACTIVITIES.


You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or other malicious code, intended to damage or interfere with the proper working of the Provider Web Site or to surreptitiously intercept or expropriate any system, data or personal information from the Provider Web Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, "spam" or any other such unsolicited overload technique.

8. LINKING AND THIRD-PARTY CONTENT.


The Provider Web Site may contain links to third-party web sites not under our control or operation. We provide any such links only as a convenience and do not endorse and are not responsible for the contents of any linked site or any link contained in a linked site. The Provider Web Site may contain news, information, or pricing published by various third-party providers. Use of any third-party content may be conditioned upon terms and conditions as provided, from time to time, by such third-party providers.

9. LAWS AND REGULATIONS.


You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) use of the Provider Web Site and (ii) release of information to and retrieval of information from the Provider Web Site.

10. INDEMNIFICATION.


You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (i) your use of the Provider Web Site; (ii) your breach of any provision of these Terms of Use; (iii) the illegality, reliability, appropriateness, originality or copyright of any submission to Provider; and/or (iv) any intentional wrongdoing by you.

11. ASSIGNMENT.


You will not have the right to assign or transfer your rights under these Terms of Use to any other person or entity without our prior written consent, which consent may be withheld for any reason or for no reason. Furthermore, you acknowledge and agree that your access to and use of the Provider Web Site may not be sublicensed or otherwise transferred voluntarily or by operation of law to any third party. Any attempted assignment, license, sublicense or transfer by you, whether voluntary or involuntary, is void and grounds for termination of your rights under these Terms of Use.

12. CONTACT.


If you have any problems, questions or complaints about these Terms of Use or any Provider Web Site, please contact us by email at support@rendereffects.com.

13. GOVERNING LAW, ARBITRATION AND JURISDICTION.


You recognize that, although the Internet can be accessed from anywhere in the world, the Provider Web Site is located in the Commonwealth of Pennsylvania, United States of America, and that when you access the Provider Web Site, you are doing so in the Commonwealth of Pennsylvania, United States of America. These Terms of Use shall be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Pennsylvania without giving effect to any principles of conflict of law and the federal laws of the United States of America. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. YOU FURTHER AGREE THAT ANY ARBITRATION ACTION BROUGHT BY YOU ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PROVIDER WEB SITE SHALL BE FILED ONLY IN ERIE COUNTY, PENNSYLVANIA, AND YOU HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION AND VENUE IN ERIE COUNTY, PENNSYLVANIA.

14. PRIVACY POLICY.


By agreeing to these Terms of Use, you also agree to our Privacy Policy located at www.renderfx.com/legal/privacy-policy which is incorporated herein by reference. Like these Terms of Use, the Privacy Policy is subject to change from time to time. Your continued use of the Provider Web Site constitutes your acceptance to any changes to the Privacy Policy.

15. CLAIMS CONCERNING COPYRIGHT INFRINGEMENT.


RendrFX, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), has implemented procedures for receiving written notification of claimed infringements. RendrFX has designated the following agent to receive notices of claimed copyright infringement:

RendrFX, Inc.

ATTN: Copyright Agent
900 State Street
Erie, PA 16501

16. MISCELLANEOUS.


Headings are for reference purposes only. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable materials. Specifically, you agree to comply with all applicable laws regarding the transmission of technical or other data exported from the United States or the country in which you reside. These Terms of Use, and any web pages or other documents incorporated by reference, set forth the entire understanding and agreement between us with respect to the subject matter hereof.

BY USING THE PROVIDER WEB SITE AND/OR ACKNOWLEDGING ACCEPTANCE OF THESE TERMS OF USE ON THE PROVIDER WEB SITE, YOU ACCEPT AND AGREE TO THESE TERMS OF USE.

September 14, 2015

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