Distrify Media

Distrify Media Terms of Use

Effective Date: 17 February 2015

1. Customer Care

   Thank you for choosing Distrify Media. We want your customer experience to be enjoyable and error free, and we will work hard to make sure you are happy with your purchase. We have a great track record of resolving issues, so if you do encounter any problems, please just email us at [email protected] and we will respond promptly. We promise to provide a refund if we can't sort out your problem. When contacting us, please do so by replying to the order receipt you received when you made the purchase - this will make sure we can link your request to your purchase, please also provide a description of the problem including a screen shot if possible, and details of the hardware you are using to watch the film (computer/mobile phone, browser, etc.). Please remember that if something has gone wrong, it might not be our fault - we will be polite and friendly to you, and we thank you for your patience in return. Your statutory rights as a consumer apply to your purchases through Distrify Media.

2. Your Purchase
   1. In creating a user account and/or making a purchase through the Service you agree to be legally bound by these Terms, and by the Website Terms of Use, available here, which form an integral part your contract with Distrify Media.
   2. Your purchase is STRICTLY for DOMESTIC USE ONLY. You agree not to infringe the rights of any third party in using Distrify Media including those of the copyright holder of the Content you have purchased. You may not make your Film available to others or use the Content or any part of it for any commercial purpose, educational purpose or any other purpose not expressly authorised in these Terms (unless otherwise advised in the product description).

      STREAM: if you purchase a stream, you may watch your purchase on any device you own. You have 30 days from the moment you complete your purchase to complete your viewing. You will be able to watch your Film once only. You may discontinue your viewing and resume later, however you may only resume watch on four occasions, after which your access will be blocked. You may not otherwise copy, upload, modify, manipulate, reverse-engineer, publish, burn to CD, DVD or other disc, display publicly or in any way transmit whether online or otherwise, the Content or any part of it. You may not transmit or transfer the Content or any part of it to any other computer, website, server or other device by any means without the express, written permission of Distrify Media.

      DOWNLOAD TO OWN: if you purchase a download, you may download your purchase once; you have 30 days to download your purchase after which time your purchase will no longer be available and you will not be entitled to a refund; you may store and/or watch your film on any device you own without limit of time; you may copy it or burn to CD or DVD, but you may not upload, modify, manipulate, reverse-engineer, publish, display publicly or in any way transmit whether online or otherwise, the Content or any part of it without the express, written permission of Distrify Media.

      For the avoidance of doubt, Distrify Media shall take a very strict approach should you violate the rights of a Content Provider and shall not hesitate to report any criminal activity to the relevant authorities.

   3. You consent to, and agree to abide by, the terms and conditions of use of the provider of your chosen payment method. It is your responsibility to familiarise yourself with such third party terms and conditions, and Distrify Media accepts no liability for any losses you may incur as a result of any breach of such terms and conditions either by yourself or by the provider of the payment method.
   4. In order to purchase content, you will be required to open a user account. The details you provide must be accurate and you must keep them up to date. You will be issued with login details comprising a user name and password. It is your responsibility to keep these details safe and to prevent others from accessing your account, and you shall be responsible for the conduct of your account and all activities performed through it. You may not divulge your login details to any party nor transfer your account to another party without the written consent of Distrify Media. If you create an account, access this site and/or use the service on someone else's behalf, you warrant that you have that person's authority to do so, and that you accept all liability and the consequences for any breaches of these Terms resulting from any activity you conduct which is not so authorised. Distrify Media reserves the right to terminate any user account without notice where it believes, in its sole discretion, that these Terms have been breached, or generally where it considers it in Distrify Media's interest to do so.
   5. Some Content may be sold on an age restricted basis. It may be unlawful for you to knowingly purchase Content if you don't meet the minimum age criterion. In purchasing such Content, you warrant that you are old enough to purchase the Content legally. Should Distrify Media suspect that a Customer intends to, or has purchased, Content but does not fulfil the minimum age criterion, Distrify Media reserves the right to cancel the transaction without refund.
   6. Distrify Media reserves the right to take any action it believes necessary to recover any sums you owe to Distrify Media. You agree that, in such circumstances, you will be liable for all costs and expenses incurred by Distrify Media including, but not limited to, legal fees, collection fees, arbitration costs and court costs.
3. Watching your Film
   1. Subject to the Supporter Terms of Use, you may introduce Films to your friends by posting a link to the Film or by embedding the Film's Player on any website under your control.
   2. Use of the Service is restricted to persons over the age of 13. By using the Service you warrant that you are 13 years or older. If you are under 13, your parent or guardian may agree to access the Service on your behalf, provided you meet any age criterion under clause 2.e, above.
   3. You will not use the Service for any purpose which is unlawful or not authorised in these Terms.
   4. Your access to this Website and the Service is not guaranteed. Any Content may be withdrawn at the sole discretion of Distrify Media. Your access to the Service and/or Website may be suspended or permanently blocked without notice should Distrify Media believe, in its sole discretion, that you are in breach of these Terms, or for any other reason.
   5. Distrify Media accepts no liability for any losses suffered by you or any third party for its decision to withdraw and/or block your access to the Service or any website under Distrify Media's control.
   6. We reserve the right to terminate your account and block your future access if you initiate any unwarranted chargeback proceedings against Distrify Media, and we reserve the right to pursue you for any sums you owe and costs we incur in doing so where we suspect chargeback fraud.
   7. You acknowledge that if you breach either the Content Provider's and/or Distrify Media's property rights you may be liable for civil and/or criminal proceedings and you agree to fully indemnify Distrify Media, Content Provider and/or any third party from all losses resulting from your breach of these Terms. Such losses shall include all reasonable legal costs incurred as a result of any action taken against you as a result of your breach of these Terms, loss of profits, loss of goodwill, consequential, special and punitive damages.
4. Limitation of Liability
   1. You use this Service and/or access this Website at your own risk.
   2. Distrify Media makes no warranties as to quality or fitness for purpose of the Service or Content, and cannot guarantee that the Service will be uninterrupted and/or error free, and Distrify Media cannot guarantee the adequacy of any third party infrastructure (e.g. your internet connection). However, any Customer problems or complaints will be taken seriously, and Distrify Media will remedy complaints insofar as is reasonably practical and economical. Please see our Customer Care policy for further information.
   3. Whilst Distrify Media endeavours to ensure all information referring to products, services, Content and other materials provided through its website and Service is accurate, Distrify Media cannot warrant that such information will not contain inaccuracies.
   4. Distrify Media hereby excludes and limits all liability, in so far as is legally permissible, for any losses you or any third party should incur as a direct or indirect result of your use of the Service or any website or in respect of any act or omission on the part of Distrify Media. Distrify Media will not be liable to you for any lost profits, costs of procurement of substitute goods or services, or for any direct or indirect, special, incidental, or consequential damages, including, without limitation, damages for lost data, damages to software or firmware, damages to hardware (collectively "Losses"), however caused and under any theory of liability, including but not limited to contract, products liability, strict liability, and negligence, and whether or not either party to this agreement was or should have been aware of, or was advised of, the possibility of such Losses. In no event will Distrify Media's total and aggregate liability to you, the Customer, exceed the amount actually paid by you to Distrify Media for the Content which forms the basis of the claim. Distrify Media hereby excludes all liability, in so far as is legally permissible, for any trauma, shock, discomfort, offence or other negative sensation you or any third party should experience as a result of use of the Service or Website. It is your responsibility to research whether Content is suitable for you and for anyone who should view or otherwise consume it as a result of your use of the Service.
   5. You will hold Distrify Media harmless from, and indemnify Distrify Media against, all Losses liabilities and costs (including reasonable legal fees) resulting from your breach of these Terms and in respect of any action which should be taken by, or against, Distrify Media as a result of such breach.
5. Miscellaneous
   1. Amendment: these Terms are subject to change, and you will be notified of any alterations through the Distrify Media website distrify.com. Where amendment to these terms has a substantial material impact on your use of the Service, you may cancel your use of the Service within 10 working days of notification of said amendments without penalty. Your continued use of the Service after 10 working days have elapsed shall constitute your acceptance of the amended terms.

Supporter Terms of Use

Distrify Media enables film lovers to share Distrify Media films legally online by embedding or sharing the Distrify Media Player containing the film you want to share. You can even earn money or credits by doing so. We need to ask you to agree to the following conditions, and require you not to share our films if you do not agree to be bound by our Website Terms of Use, our Customer Terms and by the following Terms:

1. Where the Distrify Media Player gives the option, you may embed a Film's Player on your website or blog and/or share the Player e.g. through social media platforms. You may not share the Film or other Content in any other way. You may not embed or share the Player or its Contents on or with websites or other locations which contain material which is obscene, defamatory, offensive, discriminatory and/or unlawful or which gives or may give rise to criminal and/or civil liability. Distrify Media reserves the right to block and/or take any action it considers appropriate to remove Content embedded or shared on locations which contain material it considers, in its sole discretion, to be in breach of these Terms, inappropriate, liable to cause harm to the reputation of Distrify Media and/or where it is generally in the best interests of Distrify Media to do so. If we decide that a Player has been embedded or shared on an inappropriate site, we will ask you to remove it and request that you do so promptly.
2. Whilst we shall endeavour to ensure that our films are freely shareable, we may occasionally be required to limit the sites on which a particular film's Player may be embedded e.g. due to contractual obligations owed to third parties. You understand and acknowledge that we shall have the right to limit or discontinue your right to embed or share any film for any reason and that you shall not hold us liable for any losses you may incur as a result.
3. You acknowledge and agree that it is your responsibility to ensure that, when sharing or embedding a Distrify Media Player, the contents of the Player (including but not limited to trailer, film and merchandise) are suitable for your subscribers, readership, contacts and anyone else who might reasonably view the Player and its contents as a result, and that Distrify Media shall have no liability for any losses or damages caused by your failure to do so.
4. If you wish to take advantage of our Shared Rewards Scheme, you should follow the instructions in our Player once clicking the Embed or Share buttons. When a purchase is made through the shared Distrify Media Player, you will earn a percentage of the NET price the end consumer pays for the transaction (i.e. after deduction of any applicable VAT or sales tax which Distrify Media is required to remit to the relevant tax authorities). The percentage you receive is stated in the Share and Embed screens in the player. This share is paid to you GROSS and includes all relevant transactional taxes: it is your responsibility to pay any sums you may owe to the relevant tax authority. Please note that some customers may pay less than the advertised price due to promotions or discounts. You will only receive the stated percentage of the NET currency price actually paid by the customer at the time of transaction. This sum will be credited to your account. Please check your account regularly to keep track of your earnings; once your account has reached the minimum payment threshold (as advertised on our pricing pages from time to time) you may make a withdrawal request. Any transactions conducted in currencies other than the currency in which you are paid will be converted to your currency at the lower of the rate at time of transaction or at time of payment to you.
5. In the event of purchases of Film(s) or other Content through a Distrify Player embedded or shared on a website, page or other location, which Distrify Media considers, in its sole reasonable discretion, breaches these Terms, Distrify Media reserves the right to withhold permanently any payments which would otherwise be due to you. You understand and accept that you will receive no shared rewards under this scheme for purchases made from Players embedded on, or shared to, inappropriate locations.
6. This Shared Rewards scheme does not create a partnership or employment relationship between you and Distrify Media and you may not represent yourself as connected with Distrify Media in any way.
7. Distrify Media may alter these Terms at any time; notification will be posted on our Website distrify.com. Your continued use of our Service for 7 days after such alteration shall be deemed to constitute acceptance of the new Terms.
8. You understand and accept that we reserve the right to hold you liable for any losses we or our content providers may suffer as a result of your breach of these terms, and you agree to indemnify us in respect of any such losses including, but not limited to, loss of profits, loss of use, loss of goodwill, consequential, special or punitive damages regardless of the form of any claim, whether in contract or in tort or whether from breach of this agreement, irrespective of whether Distrify Media has been advised or should be aware of the possibility of such damages.
9. Amendment: these Terms are subject to change, and you will be notified of any alterations through the Distrify Media website distrify.com. Where amendment to these terms has a substantial material impact on your use of the Service, you may cancel your use of the Service within 10 working days of notification of said amendments without penalty. Your continued use of the Service after 10 working days have elapsed shall constitute your acceptance of the amended terms.

Terms of Website Use

This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our websites distrify.com and muvies.com (our sites), whether as a guest or a registered user. Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site. If you proceed to make a purchase from Distrify Media, you will be bound by the Customer Terms which can be found above. If you wish to share or embed the Distrify Media Player as a Supporter, you must agree to the Supporter Terms (above). Please also see our Definitions (below) which apply to all Terms on this document.

Information about us
distrify.com and muvies.com are sites operated by Distrify Media Limited ("We"). We are registered in Scotland under company number SC491140 and have our registered office at 2 Dawson Road, Glasgow, G4 9SS, UK.

Accessing our site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

Intellectual property rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may not reproduce any part of the sites for any purpose, and you may not use any part of the materials on our site for any commercial purposes other than as defined in the Affiliate Terms of Use. If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. If you breach this or any of the terms of use we reserve the right to take any action against you we deem necessary to protect our and our clients' IP, including court action.

Reliance on information posted
Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

Our site changes regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

Our liability
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

• All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
• Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort or delict (including negligence), breach of contract or otherwise, even if foreseeable.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Information about you and your visits to our site
We process information about you in accordance with our privacy policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

Transactions concluded through our site
Contracts for the supply of goods or services formed through our site or as a result of visits made by you are governed by our terms and conditions of supply.

Viruses, hacking and other offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

Linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You may not link to our site from any site which contains material which is in any way illegal or obscene.

Links from our site
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Jurisdiction and applicable law
The Scottish courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland.

Trade marks
Distrify and Muvies are EU registered trade marks of Distrify Media Limited.

Variations
We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

Your concerns
If you have any concerns about material which appears on our site, please contact [email protected].

Thank you for visiting our site.

Definitions

1. Distrify Media Service: also referred to as the Service, shall mean this website, the muvies.com website and all functionality and resources made available to you by Distrify Media.
2. Video-On-Demand (VOD): shall mean that method of exhibition of the Film, in which the consumer is licensed the ability to select the time and day of the exhibition of the Film, and the Film is then streamed or downloaded via the Internet to the viewing consumer within a specified period of time following the consumer's selection and the consumer can then view the Film at that time or at a later point in time on the consumer's personal devices only.
3. Transactional Video-On-Demand: also referred to as TVOD or Streaming, shall mean that method of exhibition of VOD in which the consumer is required to pay a separate fee to obtain a limited right to view the Film that may be accessed and viewed, but not downloaded or further copied, subject to express limitations: 1.5 total views with 5 accesses permitted over a period of 30 days.
4. Download-to-Own: shall mean that method of VOD where the consumer is licensed the right to download and store a copy of the Film on the consumer's hard drive, cellular phone, or other storage receptacle for an indefinite period of time and the consumer is licensed the right to burn a hard-copy (e.g. DVD) of the Film after having first received a copy of the digital file of such Film. The file containing the Content may be downloaded once, and the customer has a limit of 30 days in which to make the download.
5. Service Provider's Service: also referred to as the Distrify Media Player or the Service - the video player through which trailers are viewed and Films sold, and all supporting technology and infrastructure including, but not limited to, the Distrify Media and Muvies websites.
6. Supporter: The Distrify Media Player increases sales by paying a commission to third parties (Supporters) for sales made through sharing or embedding the Player on a website over which they have control, which is not controlled by the Licensor or its employees or representatives. Distrify Media monitors closely all locations to which a player is shared and blocks any sites which breach our Supporter terms and conditions.
7. Film(s): also referred to as Content shall mean any film(s) made available through the Service including but not limited to the product made available for sale, trailers, extras and/or other non-digital merchandise (e.g. DVDs), T-shirts etc.
8. AVOD: or Advertisement supported Video on Demand - shall mean any method of distribution whereby revenue is generated by selling advertising to support the Film's VOD availability.
9. Content Plan: a discounted pricing Plan whereby you may pay in advance for enhanced data upload and storage limits and further features which are available from time to time, and which makes provision for costs to be billed to you for exceeding said limits.
10. Term: the period of time for which you are bound to these Terms.