(as of December 20, 2016)
PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE ENTERING YOUR DATA IN THE REEL FILM FINDER SERVICE. These terms and conditions of service ("TOS") govern your use of the "Platform" which is comprised of reelfilmapp.kodak.com and any related applications (including applications on mobile phones and devices ("Mobile Apps") and includes their respective internet-based services, features, content, and functionality (the "Service" or "Services"). Eastman Kodak Company ("Company"), is the owner and operator of the Platform. Company and its licensors, suppliers, subsidiaries, affiliates, agents, directors, officers, employees, representatives, successors, and assigns (referred to collectively with Company as "we", "us", or "our") may, at our sole discretion, and at any time, discontinue this Platform, in whole or in part, or may prevent or restrict your use of the Platform or any Service, in each case with or without notice to you.
By accepting these terms and conditions, or by using or entering data in the Platform, you agree to be legally bound by these TOS.
We reserve the right to change the Platform, these TOS, or the terms of service under which we offer the Platform or any of our Services at any time, for any reason, and without notice. Modifications to these TOS shall be deemed effective immediately upon posting to the Platform. You are responsible for regularly reviewing these TOS, because your continued use of the Platform following the posting of changes to these TOS will mean you accept those changes. Any terms and conditions proposed by you which are in addition to or which conflict with these TOS are expressly rejected by us and shall be of no force or effect.
In agreeing to these TOS, you agree that we may at any time, in our sole and absolute discretion, with or without prior notice to you, modify, cancel, update, reconfigure, supplement, limit, terminate, or otherwise alter the Platform, the Services or any part thereof, including as between different users of the same Services, whether temporarily or permanently.
The Platform provides a communications service by which individuals and/or businesses ("Clients") seeking either or both of (i) movies projected on motion picture film and/or (ii) the digital projection of movies shot on motion picture film (collectively "Movie Projection Services") can connect with individuals and/or businesses whom provide such Movie Projection Services ("Venues").
We are not a party to any agreement between a Client and Venue to perform Movie Projection Services and have no liability or obligations therewith. As a Venue, you agree that we are not responsible for the accessibility or unavailability of a movie or Movie Projection Services and agree that we are not responsible for your interactions and dealings with other Clients or Venues. You hereby waive the right to assert any claim against us relating to the same. INFORMATION CONCERNING MOVIE PROJECTION SERVICES ARE PROVIDED DIRECTLY OR INDIRECTLY FROM VENUES AND KODAK IS NOT RESPONSIBLE FOR ITS ACCURACY.
We license for use in the Platform data from Gracenote concerning movies and Motion Projection Services, which may include those Motion Projection Services you provide. That Gracenote-provided data does not currently indicate which movies or Movie Projection Services are displayed on motion picture film and may not include information regarding Motion Projection Services you provide. To the extent Gracenote does not provide such data, at our discretion, you may be given access to a portion of the Platform for the sole and exclusive purpose of indicating, for your Motion Picture Services only, which movies or Movie Projection Services you provide and when, whether they are displayed on motion picture film, and other special events at your locations. Subject to your compliance with these TOS, we hereby grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable, limited license to access and use the Platform on a device that you own or control, solely for this purpose. Any rights not expressly granted by us herein are reserved. The information you provide will then be available to Clients and other users of the Platform. If any Gracenote-provided information concerning you or Movie Projection Services you provide is inaccurate, address these concerns with Gracenote. We do not guarantee the accuracy, integrity, timeliness or quality of such Gracenote-provided information or any information provided by you. We do not authorize the use of information available via the Services or on the Platform for any purpose. Other than your own information, you may not resell, redistribute or use information from the Platform or Services for commercial purposes. We do not endorse or recommend any particular product or service or its provider.
You agree not to use the Platform or Services (i) to violate or infringe upon the rights of others in any way, including without limitation rights of privacy, publicity and intellectual property, (ii) to violate or facilitate the violation of any law, regulation or ordinance or to encourage others to violate any of the same, (iii) to send unsolicited communications of any type or nature, including without limitation to contact Clients, (iv) to transmit, relay, or otherwise communicate vulgar, unlawful, obscene, profane, tortious, hateful, libelous, indecent or otherwise offensive or objectionable materials or information, (v) to falsify your identity or impersonate another person; or (vi) to engage in conduct that limits the use and enjoyment of the Services, or any part thereof, by other users in any way, in each case as determined by us in our sole and absolute discretion.
In addition, you agree not to (1) reverse engineer, disassemble, alter, decompile, duplicate, create derivative works from, make copies of, extract information from, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Services, in whole or in part, except as expressly permitted by us; (2) post any software, links or content that directly or indirectly contains viruses, corrupted files or any other similar mechanism that may adversely affect the operation of the Platform or its Services; (3) connect, use, attempt to connect or use in any way the Services, for purposes other than your private, personal use as explicitly offered on the Platform; (4) link to, mirror or frame any portion of the Platform except as expressly permitted by us; (5) incorporate, integrate or otherwise include any portion of the Services that is comprised of software into any software, program or product that communicates, accesses, or otherwise connects with the Services; (6) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform or Services; (7) attempt to gain unauthorized access to or impair any aspect of the Platform or Services or its related systems or networks; or (8) remove any copyright, trademark or other proprietary notices from any portion of the Platform or Services. Finally, you may not authorize or assist any third party to do any of the things described in this section 5.
We may terminate or suspend your access to the Platform at any time, with or without cause, and with or without notice. Upon such termination or suspension, your right to access or use the Platform and its Services will immediately cease.
If you violate these TOS in any way, we shall have the right, in our sole discretion, to take any action that we believe is appropriate. We may investigate violations of these TOS and may involve and cooperate with law enforcement authorities in taking legal action against Venues who are involved in such violations, including without limitation pursuing civil, criminal and injunctive redress. You hereby waive and hold us harmless from any claims resulting from any action we take during or as a result of our investigation and from any actions taken as a consequence of such investigations by us or law enforcement authorities.
You may terminate your agreement to these TOS at any time by ceasing your access or use of the Platform and its Services. All sections of these TOS which by their nature should survive the expiration or termination of your agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or your termination of such agreement.
You are solely responsible for the data you provide in accessing the Platform ("Your Materials"), and we act merely as a passive conduit for your online distribution and publication of Your Materials. You agree that Your Materials will only include items which you are legally entitled to publish and which you believe to be true. You will not purposely provide false or misleading information in Your Materials. You also understand and agree that Your Materials submitted to the Platform may be used by us anywhere, anytime and for any reason whatsoever, without compensation, subject to any use limitations expressly contained in these TOS. We do not guarantee the accuracy, integrity, timeliness or quality of any information provided by you and are not responsible for the mis-entry of any information into the Platform, even if we are involved in the entry of such information.
We reserve the right in our sole discretion and without obligation to monitor Your Materials made available on the Platform to ensure conformity with these TOS and any applicable laws, rules and regulations of any government having proper jurisdiction. We have the right, but not the obligation, to refuse to post, edit, delete, truncate or to remove Your Materials for any reason, including if Your Materials contain any of the following, as determined, in each case, by us in our sole and absolute discretion:
Notwithstanding the generality of the concepts in the previous sentence, you specifically agree that Your Materials:
By submitting Your Materials on the Platform, you hereby grant us an irrevocable, perpetual, unrestricted, transferable, fully-paid, royalty-free, and worldwide license to use, reproduce, broadcast, modify, adapt, translate, transmit, sell, store, privately and publicly display, privately and publicly perform, create derivative works based upon, distribute, and promote Your Materials through all or any portion of the Platform or Service, including without limitation, such other products or services as we may designate in any medium now known or hereafter devised, for editorial, commercial, promotional and all other purposes. You waive any right to inspect or approve uses of Your Material you submit or to be compensated for any such uses. We are under no obligation to give credit or pay any consideration to you for Your Materials. You agree that we own all right, title, and interest in any compilation, collective work or other derivative work created by us using or incorporating Your Materials. You hereby irrevocably and unconditionally waive the right to be identified as the author of Your Materials and waive all rights to which you may be entitled pursuant to sections 77-89 to the UK Copyright Design and Patents Act 1988 in relation to our, and our successors’ in title or licensees’ use of Your Materials.
As you use the Platform and our Services, you should expect to receive, access or use information, text, materials, graphics, software, sound, data, advertising, and other content provided by us (collectively, "Our Content"). You acknowledge and agree that the Platform and any of Our Content, Services or software available through or used in connection with the Platform, including without limitation proprietary databases, software, servers, components, and algorithms necessary to operate and provide the Services, contain proprietary and confidential information that is owned or licensed by us, and is protected by applicable intellectual property and other laws. You further acknowledge and agree that Third Party Content made available via the Platform, but provided by third parties may be subject to separate terms and conditions established by those third parties. Our formatting of such Third Party Content, including the selection of such Third Party Content, and its arrangement, enhancement and coordination is copyright protected by us. You further acknowledge and agree that Our Content contained in information presented to you through the Platform is protected by copyright, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, rent, lease, license, loan, sell, publish, transmit, distribute, create derivative works based on, or in any way exploit the Platform, Services or any of Our Content or Third Party Content available through the Platform, in whole or in part.
All contents of the Platform are protected by U.S. and/or foreign copyright laws and belong to Company or our licensors, licensees, partners, affiliates, contributors or third parties. The copyrights in the content are owned by us or other copyright owners who have authorized their use on the Platform. Our or the Company name and any logos and/or other Company trademarks for the Platform or Services referenced herein are trademarks of ours or of the Company. Any rights not expressly granted herein are reserved.
To the extent you submit to us any ideas, concepts, know-how, drawings, techniques or other materials and/or information of any kind, you agree that we are free to use any and all of the foregoing without further permission or payment to you or any third party. You also permit any user of the Services or Platform to access, display, view, store and reproduce for personal use any of Your Materials or Third Party Content you have contributed to the Services or Platform.
Subject to these TOS, you are permitted to link to our homepage for the Platform. You may not link to the Platform in a manner that may damage our reputation or suggest an approval or endorsement of your website without our prior written consent. You may not establish a link from any website that is not owned by you. You agree to cooperate with us in causing any unauthorized linking immediately to cease. We reserve the right to withdraw linking permission without notice.
Our goal is to provide a service with outstanding uptime and reliability. Planned downtime and other matters outside of our reasonable control are some of the circumstances that may lead to the Platform or some of the Service being unavailable. Although we strive to operate without interruption, we do not guarantee that the Platform or any Service will always be made available.
We have used commercially reasonable efforts to implement a variety of administrative, managerial, and technical security measures designed to prevent unauthorized use and disclosure. We cannot, however, guarantee security of the information contained in Your Materials or otherwise collected by or provided to us and we cannot promise that such measures will prevent third party "hackers" from illegally accessing the Platform, Services or their contents. We are not responsible or liable for any third party access to or use or misuse of the information contained in Your Materials or otherwise collected by us.
WE PROVIDE THE SERVICES AND PLATFORM "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. WE DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (i) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE AND NON-INFRINGEMENT, (ii) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (iii) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE PLATFORM AND SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
WE DO NOT WARRANT THAT THE PLATFORM OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE PLATFORM OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN OR PROVIDE MATERIAL OR DATA THROUGH THE USE OF THE PLATFORM OR SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. IF YOUR USE OF THE PLATFORM OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACEMENT OF EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.
WE CANNOT AND DO NOT WARRANT THAT YOUR MATERIALS WILL NOT BE INTERCEPTED, DELETED, MISAPPROPRIATED OR USED BY OTHERS.
EACH CLIENT IS RESPONSIBLE FOR SELECTING ANY MOVIE PROJECTION SERVICES TO BE PROVIDED AND WE DO NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY A CLIENT OR SOLD BY A VENUE AND DO NOT RECOMMEND OR ENDORSE ANY PARTICULAR CLIENT OR VENUE. WE DO NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY CLIENT’S OR VENUE’S IDENTITY, ACCREDITATION, REGISTRATION OR APPLICABLE LICENSES.
BECAUSE WE ARE NOT INVOLVED IN THE TRANSACTIONS BETWEEN CLIENTS AND VENUES, IF A DISPUTE ARISES BETWEEN ONE OR MORE CLIENT OR VENUE, EACH RELEASES US FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOW AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE YOU ACCESS TO THE PLATFORM AND PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE OR THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS SECTION 13 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (i) BREACH OF CONTRACT, (ii) BREACH OF WARRANTY, (iii) NEGLIGENCE, OR (iv) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THESE TOS, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US WITH RESPECT TO THESE TOS, THE SERVICE, OR THE PLATFORM, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE GREATER OF (i) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS PLATFORM IN THE PRIOR TWEVLE (12) MONTHS, OR (ii) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).
IN NO EVENT WILL WE BE LIABLE FOR THE ONLINE OR OFFLINE CONDUCT OF A CLIENT OR VENUE AND YOU HEREBY RELEASE US FROM ANY LIABILITY RELATING THERETO.
You agree to release, indemnify, defend and hold us and our shareholders, officers, directors, employees, agents and advisors, harmless from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys' fees and costs (whether brought by third parties or otherwise) due to or arising out of Your Materials that you submit, post, transmit, modify or otherwise make available through the Services, your use of the Platform or the Services, your connection to the Platform or the Services, any breach by you of these TOS, or your violation of any rights of another. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this section 14.
Any claim for enforcement, breach or violation of duties or rights under these TOS will be adjudicated under the laws of the State of New York, without reference to its conflict of laws principles, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. You hereby irrevocably consent to the exclusive jurisdiction and venue of the State or Federal courts in Monroe County, New York in all disputes arising out of or relating to these TOS or the use of the Service or Platform and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such courts, except that we may elect, in our sole direction, to litigate the action in the country, county, state or other governmental, political or administrative division where any breach by you occurred or where you can be found. Use of the Service or Platform is unauthorized in any jurisdiction that does not give effect to all provisions of these TOS, including without limitation this section 15.
If for any reason a court of competent jurisdiction finds any provision or portion of these TOS to be unenforceable, the remainder of these TOS will continue in full force and effect. A printed version of these TOS and any notice given in electronic form shall be admissible in proceedings based upon or relating to these TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We may assign these TOS, in whole or in part, at any time with or without notice to you. Except as expressly stated herein, these TOS constitute the entire agreement between you and us with respect to the Service and Platform and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Service. The section titles in these TOS are solely used for the convenience of the parties and have no legal or contractual significance.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLATFORM OR SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The very nature of the Service provides communications between you and us by electronic means (e.g., via the Platform, email, text message). For purposes of forming a legally binding agreement, you consent to receive communications from us in an electronic form and agree that all terms and conditions, agreement, notices, disclosures and other communications that we provide to you electronically satisfy any applicable legal requirements, including that these be made in writing. You acknowledge that there is inherent risk in use of the Internet and that information transmitted through the Internet in general is not confidential. We cannot and do not guarantee the privacy or protection of any electronic communications through the Internet.
These TOS shall not be deemed to create any partnership, joint venture, agency, fiduciary or employment relationship or any other legal relationship between you and us. Neither you nor us (or our respective employee or other representatives) are authorized to make any representations or any commitment on the other’s behalf unless previously authorized in writing. Obligations of you or us hereunder are exclusively contractual in nature.
Our failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the TOS will continue in full force and effect.
The TOS, Privacy Notice, and any other terms and conditions of service on the Platform constitute the sole and entire agreement between you and the Company with respect to the Platform and Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform and Services.