Welcome to www.Grapeflix.com (the "Site"), a site operated by Grapeflix, Inc. ("Grapeflix," "we," "us," "our"). PLEASE READ THESE TERMS AND CONDITIONS OF USE AND THE PRIVACY POLICY CAREFULLY BEFORE USING THE SITE. Please note that by visiting or using the Site you signify your assent to the following terms and conditions (the "Terms of Use"). If you do not agree to these Terms of Use, please do not use this Site. These Terms of Use are effective upon acceptance (as described above) for new users and are otherwise effective on May 1, 2006.

1. Introduction

Grapeflix provides an online platform that enables content providers to open and control their own space within the Site, to which they can upload works of authorship (including, but not limited to, videos, audio materials, screen plays, trailers, printed matter, images, closed captioning, music, pre-roll advertisements, reviews, comments, and related information (collectively, "Content")), and allow Grapeflix to grant access to such Content to registered users. As a forum for the viewing and otherwise accessing of the Content, Grapeflix does not control the content of Content uploaded to or otherwise posted via the its service, and does not filter or screen any of the Content (except for random checks relating to technological specifications) nor endorse any of the Content. If you intend to use the services offered by Grapeflix on and through the Site (such as the ability to download, upload, or submit materials) you will be asked to register and agree to an additional agreement (your "Membership Agreement"). Without completing such registration and agreeing to the Membership Agreement, you will be limited only to searching and browsing the Site.

2. Age Restriction; Capacity to Contract

You may not use the Site, submit information about yourself to Grapeflix or create or otherwise use an account, if you are not able to legally form binding contracts or under the age of 18 (except that if you are between the ages of 13 and 18, you may use the site but only if you are supervised by your parent or legal guardian who must be the primary Grapeflix account holder). Grapeflix reserves the right to check, from time to time, the accuracy of your identity, and any other information you supplied. However, Grapeflix cannot and does not guarantee the listed identity of any user, or the accuracy of any information listed by any user. It is your sole responsibility to conduct your own due diligence inquiry to confirm the identity or identities, and/or age or ages, of those with whom you intend to communicate or conduct any business.

3. Revisions to the Site or Terms of Use

We reserve the right at any time to change the Site, including eliminating or discontinuing any content on or feature of the Site. In addition, we may revise these Terms of Use at any time, at our sole discretion, by posting an amended Terms of Use on the Site. Any changes that we make to the Terms of Use will be effective immediately upon posting. Please check this page periodically for changes to the Terms of Use; you will be able to determine if the Terms of Use have been changed since your previous visit by viewing the "Last Updated" information that appears at the top of this page. Your use of the Site and any dispute related thereto is subject to the then-current versions of these Terms of Use.

4. Code of Conduct

While using the Site and/or the Materials (as defined below) contained on the Site, you agree to comply with all applicable laws, rules and regulations. Without limiting the foregoing, while using the Site, you agree not to engage, or solicit or encourage any other person to engage, in any of the following:

. Restrict or inhibit any other visitor or member from using the Site, including, without limitation, by means of "hacking" or defacing any portion of the Site;
. Use the Site or Materials for any fraudulent or unlawful purpose or to maliciously harm or deceit any other user;
. Express or imply that any statements you make are endorsed by us, without our prior written consent;
. Engage in spamming or flooding; transmit or otherwise make available in connection with the Site any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature; or otherwise interfere with or disrupt the operation of the Site;
. Sell, resell, transfer, license, or exploit any use of or access to the Site or Materials, except for personal non-commercial use as permitted in your Membership Agreement;
. Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or Materials;
. Remove any copyright, trademark or other proprietary rights notices contained in the Site or Materials;
. Remove, circumvent, or interrupt with any digital rights management or security tools or other similar technologies available on the Site;
. "Frame" or "mirror" any part of the Site without our prior written authorization;
. Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; or
. Interfere with or violate any other Site visitor's or user's right to privacy or other rights, or harvest or collect information about Site visitors or members without their express consent or otherwise in violation of these Terms of Use.

5. Trademarks and Copyrights:

This Site and works of authorship on this Site, including but not limited to, all media, screen plays, trailers, printed matter, images, closed captioning, music and related information ("Works"), are owned and controlled by Grapeflix, its affiliates, other parties that have licensed to Grapeflix the right to use their material, and other users of the Site, and are protected by U.S. and international copyright and other laws. Some of the names, characters, logos, trademarks, service marks, or other images displayed on the Site ("Trademarks") are the registered and unregistered trademarks of Grapeflix or other parties and are protected by trademark and other laws. You acknowledge that these rights are valid and enforceable. Except as explicitly permitted, on a case-by-case and use-by-use basis, by the respective owner of the Works and Trademarks (collectively, the "Materials"), you may not copy, modify, reproduce, republish, upload, post, display, perform, transmit, broadcast, or distribute the Site or any of the Materials available on or through the Site. Nothing contained in these Terms of Use shall purport to convey any ownership or other rights with respect to the Materials, and you acknowledge that by using the Site or Materials you do not acquire any ownership or other rights with respect thereto. You hereby covenant that you will not "steal" or otherwise copy, modify, distribute, or misappropriate, in whole or in part, any of the Materials contained on the Site and/or the "platform" or methods that Grapeflix uses to offer and perform its service, including without limitation, via electronic means (such as "spiders" or other electronic information-gathering processes).

6. Disclaimer of Warranties:

YOU UNDERSTAND AND AGREE THAT THE SITE AND ALL THE MATERIALS, INFORMATION, AND CONTENT ON THE SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND GRAPEFLIX DOES NOT ENDORSE ANY SUCH CONTENT OR MATERIAL. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GRAPEFLIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. GRAPEFLIX DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE MATERIALS, OR THE SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE ON ANY MATERIALS PROVIDED THROUGH THE SITE.

7. Limitation of Liability:

YOU AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL GRAPEFLIX OR ANY OF ITS PRINCIPALS, OWNERS, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, CO-BRANDERS, PARTNERS, CONTRACTORS, CONSULTANTS, SUPPLIERS, CUSTOMERS, AND OTHER AFFILIATES, BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING FROM OR RELATING TO USE OF OR ACCESS TO THE GRAPEFLIX SERVICE AND ANY PROPOSED TRANSACTION (SUCH AS MOTION PICTURE RIGHTS AGREEMENTS OR THE SALE OF ANY GOODS) IN CONNECTION THEREWITH, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MOREOVER, GRAPEFLIX WILL NOT BE LIABLE FOR ANY ACTS OF ITS EMPLOYEES ACTING BEYOND THE SCOPE OF THEIR AUTHORITY. NOTWITHSTANDING ALL OF THE FOREGOING, IF GRAPEFLIX IS FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO FIVE HUNDRED DOLLARS (U.S. $500).

8. Indemnification:

You agree to indemnify, defend, and hold harmless Grapeflix (and any of its principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, co-branders, partners, contractors, consultants, suppliers, customers, and other affiliates) from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses due to, or arising out of, your breach of these Terms of Use, your activities in connection with the Site, or your violation of any laws or the rights of a third party.

9. Feedback.

If you transmit to or otherwise provide to Grapeflix any feedback (such as questions, comments, suggestions, or the like) ("Feedback"), such Feedback shall be deemed to be non-confidential and non-proprietary. Grapeflix shall have no obligation of any kind with respect to such Feedback and shall be free to reproduce, use, disclose, modify, display and distribute the Feedback to others without limitation. By transmitting such Feedback to Grapeflix, you are deemed to grant to Grapeflix a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license (with rights to sublicense) to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to improving the Site, and developing and marketing products and services incorporating such Feedback

10. Notification of Claims of Infringement.

If You believe that any content available on the Site infringes Your intellectual property rights, please notify Grapeflix's Copyright Agent through the Report Abuse Form or by mail to the address provided in Section 16 below. In such notice, You must (a) identify the copyrighted work that you believe has been infringed upon, in sufficient detail so we can find it; (b) identify the material on the Site that You claim is infringing, with enough detail so that we may locate it on the Site; (c) 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; (d) a statement by You declaring under penalty of perjury that the above information in Your notice is accurate, and that You are the owner of the copyright interest involved or that You are authorized to act on behalf of that owner; (e) Your physical address, telephone number, and email address, and (f) Your electronic or physical signature.

11. Privacy and Information Rights:

You agree that we may collect and use information that you provide to us or that is otherwise collected about you when use the Site in accordance with our Privacy Policy.

12. Global Nature of the Internet:

Recognizing the global nature of the Internet, you agree to comply with all rules regarding online conduct and use of this Site. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Grapeflix makes no representation that materials on this Site are appropriate or available for use in locations outside of the United States, and accessing them from territories where their contents are illegal is prohibited.

13. Governing Law:

When accessing this Site (regardless of where you are located) you agree that these Terms of Use, our Privacy Policy, and any matters arising from or relating to use of this Site, are to be construed in accordance with and governed by the internal laws of the State of California (without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties), and any disputes arising here from shall be resolved in accordance with the dispute resolution clause in the Membership Agreement

14. Termination:

You agree that we may, in our sole discretion, terminate these Terms of Use and your ability to use this Site (or any portion thereof) if you fail to comply with any term or condition hereof or for any other reason. Upon termination of these Terms of Use, you may no longer use or otherwise access the services or materials provided on this Site. The provisions of Sections 4 (Code of Conduct), 5 (Trademarks and Copyrights), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Indemnification), 9 (Feedback), 12 (Governing Law), 14 (Termination), and 17 (Miscellaneous) shall survive termination of these Terms of Use.

15. Notice for California Users:

Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

16. Contact Us:

If you have questions or concerns regarding the Terms of Use, please contact us by email at legal@grapeflix.com or by mail at:

Grapeflix, Inc.
1098 Foster City Blvd.
Suite 106
Mail Code 400
Foster City, CA 94404

17. Miscellaneous:

If any provision of these Terms of Use are found for any reason to be unlawful, void or unenforceable, then that provision will be deemed severable herefrom and will not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. These Terms of Use, together with any of our policies and agreements referred to herein, are the entire agreement between you and us relating to your use of the Site or the Materials, and supersedes any and all prior or contemporaneous written or oral agreements, understandings or representations, made between you and us regarding the same subject matter (except other written, fully-executed contracts between you and us). Neither the course of conduct between you and us, nor trade practice, shall act to modify any provision of these Terms of Use. These Terms of Use are not assignable, transferable or sublicenseable by you except with our prior written consent.