This Website (“Site”) is owned and operated by Rightsline Software Inc. (“Rightsline”) and is accessible worldwide to anyone with Internet access. Access to and use of the Site are subject to the terms and conditions of this User Agreement (“Agreement”) and Copyright Notice and all applicable laws and regulations, including laws and regulations governing Copyright and Trademark. BY SIGNING BELOW, YOU, THE USER (“YOU”), ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, ALL OF THE TERMS AND CONDITIONS IN THIS USER AGREEMENT.
This Agreement constitutes the entire and only agreement between You and Rightsline, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. Rightsline and its affiliates, subsidiaries, divisions, agents, representatives or licensors reserve the right to change these terms and conditions at any time without providing You with any further notice. The changes will appear on this screen. By using the Site, You agree in advance to accept any changes and check this screen regularly to ensure compliance with these terms and conditions.
All information, including, without limitation, text, software, photographs, graphics, illustrations, artwork, video, music, sound, names, logos, Trademarks, service marks, and all HTML, CGI and other codes and scripts in any format used to implement the Site (all collectively “Content”) are the property of Rightsline, or of Rightsline’s licensors, and/or strategic partners, or of the sellers/licensors whose Intellectual Property rights are made available through the Site (“Sellers”). You may not copy, modify, upload, download, decompile, disassemble, reverse engineer, transmit, republish, or otherwise distribute any Content from the Site, either directly or by use of a robot, spider, or other similar manual or automated device or process except as otherwise expressly permitted by these terms and conditions, as amended from time-to-time.
The name Rightsline, the structure, sequence, organization, and look and feel of the Rightsline applications, Site, the Rightsline database, listing, and transaction systems, and/or the Content, if applicable, (all collectively hereinafter “RL Property”) are the sole and exclusive property of Rightsline. You agree not to take any steps to violate the applicable Copyrights, Trademarks and/or patents, if any, protecting the RL Property. You may not reproduce or distribute the graphic or textual elements of the RL Property. All right, title and interest (including, without limitation, all rights arising under the United States Copyright Act, 17 U.S.C. Section 101 et seq., the Trademark Act and all other applicable laws) in and to the RL Property and the entire editorial, visual, audio, and graphic content of all property listings and promotional materials developed by Rightsline in connection with its activities under this Agreement, including, without limitation, (i) each of the property web pages, (ii) all advertising, promotional and sales materials created by Rightsline, (iii) all page layout designs developed by Rightsline for the properties shall, as between You and Rightsline, be and remain the sole property of Rightsline and You shall not acquire any right, title or interest in RL Property except to the extent expressly provided by this Agreement. Any unauthorized use of any of RL Property, as well as the editorial, visual, audio, and graphic content of all property listings and promotional materials developed by Rightsline by You shall be deemed an infringement of the rights of Rightsline therein. You shall not in any way or at any time dispute or attack the validity or harm or contest the rights of Rightsline in or to any of Rightsline’s intellectual property and/or rights.
No rights or licenses, express or implied, are granted in or to the Content and materials provided on and/or made available through the Site other than the limited right to use the Site solely for your personal use in accordance with these terms and conditions and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any Content, form, or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution). The Site has been designed solely to provide information and facilitate the exchange of information between and among users concerning the ownership, availability, and transfer of Intellectual Property rights. The Site may not be used for any illegal purpose or in any manner inconsistent with these terms and conditions. You may not use any device, software or routine to interfere or attempt to interfere with the proper functioning or use of the Site, or take any other action that imposes a burden on Rightsline’s infrastructure, servers, applications, and/or Sellers.
THE INFORMATION FROM OR THROUGH THE SITE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. RIGHTSLINE AND/OR ITS AFFILIATES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, RIGHTSLINE AND ITS AFFILIATES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN RIGHTSLINE AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. RIGHTSLINE ASSUMES NO LIABILITY FOR ANY ERRORS, BUGS, VIRUSES, OMISSIONS OR OTHER PROBLEMS WITH RESPECT TO THE CONTENT OF THE SITE, OR WITH ANY SELLER’S RIGHT OR LEGAL OR ACTUAL ABILITY TO COMPLETE ANY TRANSACTION OFFERED THROUGH THE SITE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY FURTHER LINKED SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RIGHTSLINE THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. RIGHTSLINE’S MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AMOUNT OF COMPENSATION YOU HAVE DIRECTLY PAID, IF ANY, TO RIGHTSLINE FOR ANY GOODS, SERVICES OR INFORMATION.
IN NO EVENT SHALL RIGHTSLINE HAVE ANY LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES INCURRED FROM THE USE OF OR INABILITY TO USE RIGHTSLINE OR ANY INFORMATION OR SERVICES PROVIDED ON OR ACCESSED FROM RIGHTSLINE, EVEN IF RIGHTSLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH A STATE, RIGHTSLINE’S LIABILITY IS LIMITED TO THE LOWEST EXTENT PERMITTED BY LAW.
By registering with Rightsline You represent to Rightsline that (i) You are either the lawful owner or authorized representative of the owner of all rights offered for sale or licensing through Rightsline (ii) the property information, documentation and specifications that You have provided to Rightsline is accurate, true, correct, complete and not misleading (iii) the sale or licensing of your rights will in no way violate the terms of any agreement or other restrictions affecting the rights (iv) the individual executing this Agreement is duly authorized to enter into agreements with third parties with respect to the posted rights and (v) you have provided Rightsline with true, correct and complete information regarding your ownership status and right to enter into transactions and grant licenses in and to your rights in the posted Trademarks and Copyrights. You also agree that if at any time this information changes or You become aware of any inaccuracy in this information, You will correct or update this information on the Rightsline system immediately upon discovering, or when you reasonably should have discovered, the inaccuracy of this information. You further agree to notify any Rightsline registered buyer (a “Buyer”) who purchased or licensed the rights based upon any inaccurate information of the correct information and to offer these Buyers the opportunity to rescind their purchase. In the event of such a rescission, Rightsline will not reimburse You for any transaction fees or royalties already paid or owing under this Agreement to Rightsline. You agree that all information You enter into the Rightsline database directly or supply to Rightsline representatives will be complete and accurate at all times. You also agree to indemnify and hold Rightsline harmless for any claims against it or damages and costs incurred by Rightsline arising out of or in connection with any errors and omissions that relate to the accuracy of the information listed in the database for titles that You control. You hereby warrant and represent that no such information which You provide to or through the Site is false, misleading, or inaccurate; infringes the Intellectual Property rights of any third party; is defamatory, libelous, threatening or harassing; is obscene, indecent, or unsuitable for minors; otherwise violates any local, state, federal or international law or regulation; or contains any virus or other programming feature which will interfere with the operation of the Site or of the computers of users who visit the Site.
You shall not engage in any act or become involved in any situation or occurrence which brings Rightsline into public disrepute, scandal or ridicule, or shocks or offends the community, or derogates from the public image or reflects unfavorably upon Rightsline or its products and services and shall not make any statements that violate any rule or policy of the Federal Communications Commission, the Federal Trade Commission or any other law, rule or regulation.
You shall not enter into any agreement for the properties and/or rights with any person or entity when either You or Rightsline has any reason to believe that said person or entity may market or cause to be marketed the properties in a manner contrary to or conflicting with any of the rights posted on Rightsline.
You possess the full power and right or have been authorized to enter into transactions and grant licenses to the properties that You list on the Rightsline Site. You have the right and authority or are authorized to transact and/or license all rights, title and interest in and to the properties and to develop, produce, duplicate, manufacture, merchandise, market, advertise, distribute, promote, reproduce, offer for sale and sell the properties using the Trademarks and Copyrights and all marks, names and designs used in connection with all of the foregoing (other than a Name).
There is no suit, action, arbitration, or legal, administrative or other proceeding or governmental or quasi-governmental investigation pending or, to the best of your knowledge, threatened against or affecting the properties, rights, Trademarks, or Copyrights. The properties are not at present the subject of any restriction, prohibition or investigation by any governmental authority, agency or tribunal or by court order. You are not in violation of any applicable federal, state or local statute, law or regulation affecting the properties, rights, Copyrights or Trademarks. You are not a debtor under any proceeding under the United States Bankruptcy Act nor are You contemplating seeking protection under such Bankruptcy Act.
The posting, uploading, marketing and use of the properties pursuant to the terms of this Agreement does not and shall not violate or infringe on any patent or any proprietary or personal right of any person or corporation. Neither the properties or You have infringed and neither is now infringing on any patent or other right belonging to any person or corporation.
No fee will be charged to You for listing rights in the Rightsline database. If, however, You require Rightsline employees to assist You in entering data into the database, we reserve the right to charge You a non-refundable one-time fee per title, which shall be reasonably determined by Rightsline in light of the circumstances. Prior to charging this fee, Rightsline will determine the total amount of this fee and notify You or your authorized representative of this amount.
Rightsline transaction fees are paid by owners, Sellers and licensors (“You”) using the Site to promote their Intellectual Property rights. When You (i) receive an offer from a Buyer/Licensee or (ii) notify Rightsline or a Buyer/Licensee that an offer has been accepted, You agree to make your best efforts to consummate the proposed transaction through the Rightsline system. Once a transaction is consummated, You are obligated to immediately pay to Rightsline a commission/transaction fee equal to four and one half percent (4.5 %) of the consideration received pursuant to the corresponding transaction, which shall include, but is not limited to, any and all advances and/or future royalties. You shall pay these commissions/transactions fees to Rightsline within seven (7) days of receipt by You of the consideration received from the Buyer/Licensee pursuant to the transaction, it being agreed that Rightsline shall become a third-party beneficiary to the transaction. You agree that any sales or licensing contracts between You and the Buyer/Licensee will include a clause acknowledging the financial interest of Rightsline in the transaction.
You authorize Rightsline to (i) collect and receive all sums payable to You as compensation for rights licensed or sold to any Buyer/Licensee; (ii) endorse checks and all other instruments payable to You for the sale and/or license of rights through the Site; (iii) negotiate and deposit checks and instruments payable to You in the Rightsline Trust Account; and (iv) deduct and retain from checks and instruments payable to You all sums due to Rightsline as compensation or reimbursement under this Agreement. Within ten (10) business days after the end of the month in which payment is received by Rightsline, we will (i) mail or e-mail to You a full accounting of these sums, and (ii) simultaneously mail or contract a wire transfer to You of all proceeds due to You.
You agree to act in good faith regarding the process of listing rights to titles that You control in the Rightsline database. By listing a title, You take full responsibility for the accuracy of the rights information that You enter or authorize Rightsline to enter into the database. When setting sales parameters, You agree to act in good faith, to abide by the rules of Rightsline and not to manipulate the system beyond its intended use. You agree not to make illegal attempts to enter into the database to obtain information that You are not authorized to access nor to use the Site’s tools for any purpose other than their intended use, as expressed by Rightsline. Rightsline shall be the sole arbiter of whether You have abided by our rules. We reserve the right to terminate your registration and block access to the Rightsline Site at any time if we determine in our sole discretion that You have not acted in good faith or behaved in accordance with our rules and regulations.
In connection with the sale of rights, You hereby grant to Rightsline a license to display your logo, art samples, and related Intellectual Property on the Rightsline Site and in related marketing and/or advertising material, whether in connection with the sale of particular rights or in connection with the general promotion of the Rightsline Site.
Rightsline does not guarantee Sellers’ purported and/or represented rights in Intellectual Property rights. The Site enables users to inquire, negotiate, license, and/or purchase Intellectual Property rights directly from the Sellers, who represent that they are the owners or duly authorized representatives of the owners or licensors of the corresponding Intellectual Property right(s). Rightsline does not verify the accuracy, truth or completeness of the information provided by Sellers, including information with respect to availability, ownership and/or right of licensure. Accordingly, Rightsline does not guarantee the accuracy, truth or completeness of such information. Rightsline is not a party to any transaction that occurs between any Rightsline users, except to the extent that it is a third-party beneficiary of any transaction fees. You should conduct your own independent research to investigate the status of the rights offered by Sellers through the Site, and obtain independent professional advice, as You deem appropriate.
Rightsline has the right to disclose the following information: media analysis, Marketing and advertising strategies and analysis, customer service (including a toll free customer service number), collection of all funds from sales and licensing transactions, accounting, media placement, media testing, credit card processing, fulfillment services, graphics, public relations, and legal services with regard to Rightsline’s obligations hereunder.
Please be advised that obtaining the right to use Film Clips, Audio Clips, Stills and Posters is a process that can require You to obtain numerous licenses from multiple parties. Licensees may, therefore, be required to clear the likeness rights of the actors with the actors themselves, the actors’ estate, and/or the Screen Actors Guild (323.954.1600); and the music with the appropriate publishers, in coordination with the appropriate studio’s music division. Licensees may also be required to obtain written releases from any unions or guilds to the extent required under the applicable collective bargaining agreements, including, but not limited to, The Director’s Guild (310.289.2000) and The Writer’s Guild (323.951.4000).
The Site contains links to other Web sites. Rightsline is not responsible for the content, accuracy or opinions expressed in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by Rightsline. Inclusion of any linked Web site on the Site does not imply approval or endorsement of the linked Web site by Rightsline. If You decide to leave the Site and access these third-party sites, You do so at your own risk.
The Content provided by Sellers is not under the control of Rightsline. You are advised that certain Content or works in which Sellers may offer rights through the Site may be perceived as offensive, harmful, inaccurate or deceptive. You should therefore exercise caution when using the Site or entering into a transaction with a Seller. Rightsline assumes no responsibility or liability for material posted on its Web site by any Sellers or Buyers of rights. Rightsline shall not be responsible for the truth, accuracy, quality or legality of information listed, or for the ability of Buyers to purchase rights or Sellers to sell rights. Rightsline shall not be responsible for monitoring whether agreed upon transactions between Buyers and Sellers are completed, and Rightsline does not guarantee that Sellers and Buyers will complete all transactions that they have agreed to perform.
You agree to indemnify and hold harmless Rightsline, its affiliated companies, employees, officers, directors, agents, successors, assigns, shareholders and subsidiaries, from and against all liabilities, claims, demands, judgments, causes of action, suits, deficiencies, obligations, losses, expenses, damages, and costs, including reasonable attorneys’ fees, for which Rightsline may become liable or may incur or be compelled to pay, resulting from any violation or breach of this Agreement or in connection with your breach of any of your warranties, representations, covenants, duties or obligations contained in this Agreement or any act or omission of yours or any of your representatives, agents, or employees, which indemnity shall include reasonable attorneys’ fees incurred by Rightsline in connection with such claim or demand or from a dispute between You and another Rightsline Seller or Buyer, or their authorized representative, and any activity (including negligent or wrongful conduct) by You or your authorized representative in any action or claim against Rightsline arising from the Manufacturing, Marketing or use of the properties or proprietary rights infringement (including the infringement of any third party rights in Trademark, Copyright, patent or trade secret) or from the use of the Trademarks or Copyrights in accordance with the terms of the agreement herein, or arising from or in connection with any and all claims for product liability, defamation, unfair competition, antitrust violation, negligence, misrepresentation, fraud, false advertising or violation of postal laws, Federal Communications Commission or Federal Trade Commission regulations, or any other federal, state or local law, regulation or statute. Rightsline reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification. Rightsline shall have the right to select and control legal counsel for the defense of any such claim, demand or action and for any negotiations relating to any such claim, demand or action; provided, however, You must approve any settlement of any such claim, demand or action to the extent that such settlement imposes any restrictions on or requires You to contribute financially to such settlement. Rightsline also shall have the right to offset any amounts for which You are liable hereunder against amounts that become due and payable by Rightsline to You.
Failure to enforce any right or obligation by either party with respect to any matter arising in connection with this Agreement shall not constitute a waiver as to that matter or any other matter. The invalidity of any provision shall not render invalid any other provision of this Agreement.
This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto and their successors, heirs and permitted assigns.
This Agreement sets forth our entire understanding. We may amend this Agreement at any time by posting the amended terms on the Rightsline Web site. All amended terms shall automatically be effective upon posting the amended terms on the Rightsline Web site. Rightsline may also impose limits on certain features or services without prior notice. Your continued use of Rightsline following notice of such modification shall denote acceptance of any such modification. If You do not agree to any modification of this Agreement, You must immediately stop using Rightsline. This Agreement may not be otherwise amended except in writing signed by You and Rightsline.
Rightsline reserves the right to limit or terminate at any time this Agreement and/or access to the Rightsline Web site if any term(s) of this Agreement is or are violated by You, or if we are unable to verify any information that You provide. You may terminate this Agreement at any time. The termination of this Agreement for any reason whatsoever shall not release You from (i) any liability, obligation or agreement that at the time of termination of this Agreement You had already accrued; (ii) any liability, obligation or agreement that You may accrue in respect of any act or omission prior to the termination of this Agreement; or (iii) any liability, obligation or agreement pursuant to this Agreement which is intended to be performed by You after the termination of this Agreement, including, but not limited to, the payment of all accrued moneys owed or owing to Rightsline under this Agreement.
Without prior notice, Rightsline reserves the right in its sole discretion to change, suspend or discontinue or limit access to any aspect of the Site at any time, including the availability of any of the Site features, database, or Content. Rightsline may, without notice, terminate or suspend any user’s access to all or part of the Site if it determines, in its sole and absolute discretion, that such user has violated any of these terms and conditions. Rightsline further reserves the right to remove immediately from the Site any offer of rights by any Seller, upon the receipt by Rightsline of any claim or demand from any party other than the Seller who asserts a claim of sole or partial ownership or infringement of the rights being offered by the Seller.
Rightsline has implemented technical security measures, and You expressly agree not to circumvent, or attempt to circumvent, such security measures, or other technical measures that Rightsline has adopted to protect the security of transactions made through the Site and the privacy of communications between and among users of the Site.
This Agreement shall be treated as though it were executed and performed in Los Angeles, California, and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles). Any cause of action by You with respect to the Site (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth above. The language in this Agreement shall be interpreted as in accordance with its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Los Angeles, California. You expressly submit to the exclusive jurisdiction of said courts and consent to extraterritorial service of process.
Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Rightsline’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
The Site may include statements concerning Rightsline’s operations, prospects, strategies, financial condition, future economic performance and demand for Rightsline’s products or services, as well as Rightsline’s intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond Rightsline’s control. When used on the Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein do not constitute an offer or a solicitation of an offer for the sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
Rightsline respects the Intellectual Property of others, and accordingly asks You to do the same. If You believe that your work has been copied in a way that constitutes Copyright infringement, please provide our Copyright Agent with the following information:
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the Copyright interest;
(b) A description of the Copyrighted work that You claim has been infringed;
(c) A description of where the material that You claim is infringing is located on the Site;
(d) Your address, telephone number, and e-mail address;
(e) 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
(f) A statement by You, made under penalty of perjury, that the above information in your Notice is accurate and that You are the Copyright owner or authorized to act on the Copyright owner’s behalf.
Our Copyright Agent for Notice of claims of Copyright infringement on the Site is Rob Delf who can be reached as follows:
Rightsline Software, Inc.
448 S. Hill St – Suite 901
Los Angeles, CA 90013
By phone: (310) 507-1270
By e-mail: support@Rightsline.com
The Site contains information and press releases about Rightsline. While this information was believed to be accurate as of the date prepared, Rightsline disclaims any duty or obligation to update this information or any press releases. Information about companies other than Rightsline contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.
You hereby release and hold Rightsline and its officers, affiliates and representatives harmless from and against all legal and equitable claims, demands, and damages, actual and consequential, of every nature and description, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or concerning your use of the Site or any of the Content. If You reside in California, You hereby waive your right to invoke California Civil Code Section 1542, which provides that “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if unknown by him must have materially affected his settlement with the debtor.”
By signing below You agree to comply with all applicable laws and regulations concerning your use of the Site, and the transactions into which You enter by means of the Site.