Terms of Use for MachineManTheMovie.com

Acceptance of Terms

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Madison Films (Hereinafter " Company " ) Website and Services. By using the Website and Services, you agree to be bound by this Agreement.   The term "User" refers to You.   You are only authorized to use the Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement.   Please read this Agreement and save it.   If you do not agree to be bound by this Agreement and to follow all applicable laws, you must leave the Website and discontinue use of the Services immediately.

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which term also incorporates the Privacy Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by Company, each of which is incorporated by reference and each of which may be updated by Company from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

1.   ELIGIBILITY.  

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. By using the Company Services, you represent and warrant that your use of the Services does not violate any applicable law or regulation.

2.   TERM.

This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Services.  

3.   MODIFICATIONS OF TERMS OF USE.  

Company may modify or replace any of the Terms in this Agreement, at its sole discretion, from time to time, and such modification shall be effective upon posting of a notice on the Website or by sending you an email.   Your continued use of the Company Services after Company posts a revised Agreement signifies your acceptance of the revised Agreement.   It is therefore important that you check the Terms of Use periodically to ensure you are updated as to any changes.

4.   RULES OF USE.  

You are responsible for all of your activity in connection with the Service.   Illegal and/or unauthorized use of the Services, including collecting any personally identifying information for any User, such as names, addresses, email addresses, or IP addresses of   other Users by electronic or other means for any purpose, including for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website, or employing third party promotional sites or software to promote   any part of the Website or Services for money, is prohibited.   Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed without notice or explanation.   Company reserves the right to take appropriate legal action for any illegal or unauthorized use of the Company Services.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) you know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, obscene, offensive, or profane; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming") (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or (vi) impersonates any person or entity, including any employee or representative of Company.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Company does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. Company has no obligation to monitor the Site, Service, Content, or User Submissions. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company ' s sole discretion, violates this Agreement by partaking in Activities that are illegal or prohibited, by but without limitation, removing the offending Content from the Website and Services.

5.   FUNDRAISING AND CONTRIBUTIONS.  

Company may undertake fundraising efforts via its Website and allow Users to make a financial contributions   ( " Donors " ) to be utilized in connection with the making of the feature film currently titled " Machine Man " (The " Film " ).   Users who are interested in making financial contributions will be asked to complete the necessary form(s) and submit their personal contact and payment information via PayPal through which payment will be made, collected, and disbursed to be applied towards the Film.   Contributed funds are non-refundable and irrevocable, except as stated in Paragraph 6 of this Agreement, and do not entitle the Donor to any credit, goods, services, or remuneration of any kind.   A Donor may be entitled to certain privileges or benefits if at all, to be described on the website, and which are subject to change, modification, or removal by the Company at the Company ' s sole discretion at any time.  

Any User interested in the opportunity to share in the Film ' s profits if a distribution deal is reached are invited to invest in the Film.   Users interested in investing in the Film should contact Kellie Madison directly @ info@machinemanthemovie.com .  

Madison Films is NOT a 501(c)(3) organization and therefore contributions made to Madison Films may not be eligible for tax deductions.   Please consult your accountant or attorney on any tax and legal matters.  

6.   PLEDGES AND FEES.  

If the Company does not reach the minimum production fundraising goal of TWO HUNDRED THOUSAND DOLLARS ($200,000) by December 31, 2013, ( " Minimum Production Goal " ), then Donor ' s pledge shall be refunded. Any refund payment may be subject to up to a 3% reduction in transaction fees as charged by PayPal.   This is a fee associated with PayPal, and is not a fee charged by the Company.

7.   THIRD PARTY SITE.  

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

8.   CONTENT AND LICENSE.  

You agree that the Service contains Content specifically provided by Company or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.

Company grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

9.   WARRANTY DISCLAIMER.  

Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which Users gain access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH

THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company ' s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

10.   INDEMNIFICATION.  

You shall defend, indemnify, and hold harmless Company, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses.

11.   LIMITATION OF LIABILITY.  

IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

12.   INTERNATIONAL.  

Accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

13.   ELECTRONIC DELIVERY/NOTICE POLICY AND CONSENT.  

By using the Services, you consent to receive from Company all communications including notices, agreements, legally required disclosures or other information in connection with the Website or Services (collectively, "Notices") electronically. Company may provide such electronic Notices by posting them on the Website. If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of the Company Website and Services.

14.   GOVERNING LAW.  

These Terms of Service (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the company (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over Company or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of California.   You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in the County of Los Angeles in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.

15.   INTEGRATION AND SEVERABILITY.  

The Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

16.   MISCELLANEOUS.  

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company ' s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.