By using the services offered by Flixout Corporation, “Flixout”, and creating a channel to publish content on, “channel”, the channel creator, “client”, agrees to enter into a legal binding contract, “agreement”, governed by the laws of the State of Colorado to which Flixout is incorporated. The client agrees to all terms and conditions laid out in this document and any other supplemental legal document that is readily available on our website at https://www.flixout.com/legal.
1. Client Content
By creating and publishing content on a channel, the client agrees to authorize Flixout to host, process, encode, and/or transcode the content on Flixout’s platform, servers, and devices to allow the client’s audience access to the content as enabled on the client’s channel. The client represents, warrants, and undertakes that the content uploaded to the Flixout platform is owned by the client and/or that the client has licensed the material uploaded in a manner that conforms with the copyright laws of the United States of America. The client agrees to hold Flixout harmless for any content uploaded to the Flixout platform and the client agrees to sole legal responsibility for the content uploaded on their channel to the Flixout platform.
The client agrees that any content uploaded to the Flixout platform conforms to the laws of the United States of America in addition to their local jurisdiction where applicable. Flixout may at its discretion or legal court order inspect content uploaded by the client at anytime to ensure that all applicable laws are followed and reserves the right to remove, restrict, and/or archive content that may be in violation of the law.
The client shall retain all licenses and copyrights to content uploaded to the Flixout platform. By uploading content to the Flixout platform, these licenses and copyrights shall not be transferred to Flixout and remain reserved exclusively for the clients use. The client authorizes Flixout the right to distribute this content on the Flixout platform to only the client’s channel audience as per the settings designated by the client. Should a client designate their channel as a “featured channel”, client agrees to allow Flixout the right to distribute the name and logo uploaded for the client’s channel and link to the channel via our website.
Although clients shall retain the license and copyrights of all content uploaded to the Flixout platform, Flixout is under no obligation to provide any resulting transcoded or encoded files that were processed as a result of uploading content to the Flixout platform and thus, these files remain the property of Flixout and shall be destroyed or archived for non-public access on the termination of this agreement. Resulting files from the transcoding and encoding process of uploaded content are for exclusive use of the Flixout platform and cannot be transferred.
Client agrees to act as custodian of record for all content uploaded to the Flixout platform under the client’s channel. Should Flixout be required to retain professional services in direct relation to the client’s channel (such as law enforcement, IRS, or legal requests), the client shall be fully responsible for any and all fees incurred by Flixout at a rate of 125% of costs incurred. Lawful subpoenas served on Flixout caused from the content on the client’s channel or actions taken by client shall result in a $100 charge per hour needed to resolve the subpoena in addition to any and all costs associated with resolving the matter incurred by Flixout.
Client shall indemnify Flixout, Flixout’s affiliates, successors, parent company, subsidiaries, and assigns against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profits, loss of reputation and all interest, penalties, legal costs, and all other reasonable processional costs and expenses suffered or incurred arising out of or in connection with your content.
2. Payment of Fees to Flixout
All services provided by Flixout are due and payable as stated on or before the invoice due date. Recurring fees shall be due on the renewal/anniversary date of the contract subject to the selected renewable period. Additional fees incurred by the client in the previous month will be due seven days after invoice generation. If a client has elected to pay via credit/debit card or PayPal, the credit/debit card or PayPal account will be automatically debited two days before the invoice due date. Clients with a credit balance will automatically have their credit applied to generated invoices at the time of invoice generation reducing the total of the invoice due.
Invoices that have not been paid by the due date will be considered delinquent. In the event that an invoice is delinquent, your channel access will be limited, and the client will have to pay any balance due plus a late fee and/or reconnection fee in full before the channel access can be restored. Should a client’s channel be suspended due to non-payment/late payment, no audience fees will be collected by the Flixout platform and Flixout reserves the right to restrict/prevent access of the audience to the client’s channel. The client will have limited access to the Flixout platform during this time in which they will only be able to make payment to outstanding invoices owed to Flixout.
Clients with an invoice that is 30 days delinquent may have their channel terminated and all information, data, and content permanently deleted from the Flixout platform. Flixout reserves the right to achieve any and all information, data, and content at this stage but is under no obligation to do so. Invoices will begin to accrue interest on the total outstanding balance at a rate of 2% per month.
Clients with an invoice that is 90 days delinquent are to have considered to have abandoned their channel and the outstanding invoices will be turned over to a collection agency for payment. In the event an outstanding invoice is turned over to a collection agency, a $150 administrative fee will apply, and interest will continue to accrue on all balances until paid in full. Abandoned channels will be treated as abandoned property and as such, any and all content contained within the channel or channel archive, including licenses and copyrights, where allowable by law, shall irrevocably become the property of Flixout.
Billing disputes must be made in writing by the client within 30 days of the original invoice date. Any disputes after the initial 30 days will be considered null and void. Courtesy invoices are supplied via email seven days before an invoice is due. It is the client’s responsibility to verify that the invoiced items are appropriate and submit any disputes immediately.
Client agrees and understands that Flixout provides a digital service and such, does not issue refunds for any reason. Clients are encouraged to utilize our free trial offer before signing up to a package to discover the Flixout platform in its entirety before entering into a contract.
3. Contractual Periods
All services provided by Flixout shall be on a month-to-month basis unless otherwise specified. The minimum term for services provided by Flixout shall be one month unless client elects to longer terms in which case the minimum term for services provided shall equal the term selected by the client. The contract between Flixout and the client shall be automatically be extended seven days before the renewal date equal to the original term length unless the client has elected to change contract terms or cancel services with Flixout prior to this date.
Flixout reserves the right to modify, change, or outright cancel contracts at the end of a term with or without reason at its sole discretion. In the event that a contract has been breached by the client by way of a terms of service violation or an acceptable use violation, Flixout reserves the right to cancel a contract midterm without refund or recourse by the client at its sole discretion.
No refunds or prorated credits will be given to those wishing to cancel their contract before the contract end date.
4. Disputed Charges
Should a client dispute a charge made by Flixout with their credit/debit card company or PayPal, Flixout shall limit the client’s access to the platform until the dispute has been resolved in full. This includes preventing the ability of the client to charge their audience members. Flixout may also limit the access of the client’s audience to the client’s channel. An administrative fee of $150 will be assessed per disputed charge and services will not be restored until the fee(s) has been paid in full along with the resolution of the dispute(s) in question. Disputed charges will result in the paid amount being removed from the invoice the dispute originated from until the dispute has been resolved. This may result in an invoice becoming unpaid or delinquent and is subjected to the terms outlined in section two of this agreement.
5. Client Liability and Indemnification
Client agrees that in no event shall Flixout be liable to any third party for the client’s breach or alleged breach of any of the terms and conditions set forth in this agreement. Client agrees to defend, indemnify and hold harmless Flixout from any and all expenses, losses, liabilities, damages, or third-party claims resulting from the client’s breach or alleged breach of any client obligations set forth in this agreement.
Client is solely responsible for any and all content, including audience content of the client’s channel, uploaded, transmitted, distributed, or disseminated when using any and all Flixout services and releases Flixout of any liability. It is the sole duty and responsibility of the client to ensure their use of Flixout services complies with all federal, state, and local laws including federal, state, and local laws of their audience locations. Some features of the Flixout platform may be regulated/restricted/unlawful/illegal in certain jurisdictions, Flixout makes no warranty to the legality of using any Flixout platform feature, service, or function and is released of any claims arising from their use or continued use by the client.
6. Limitation of Liability
IN NO EVENT SHALL FLIXOUT BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF DATA, LOSS OF PROFITS (REAL AND PERCEIVED), USE OF THE FLIXOUT PLATFORM, USE OF THE FLIXOUT WEBSITE, ANY FLIXOUT PRODUCT OR SERVICES, OR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED BY FLIXOUT. IN NO EVENT SHALL FLIXOUT CUMULATIVE LIABILITY EXCEED AN AMOUNT GREATER THAN FIVE HUNDRED DOLLARS ($500 USD) OR EQUAL TO ONE MONTHS WORTH OF FEES, WHICHEVER IS LESS.
7. Disclaimer of Warranty
THE SERVICES, THE FLIXOUT WEBSITE, THE FLIXOUT PLATFORM, INCLUDING WITHOUT LIMITATION, ALL PRODUCTS AND SERVICES DISPLAYED OR OFFERED ON THE FLIXOUT WEBSITE OR FLIXOUT PLATFORM AND ALL TEXT, GRAPHICS, LINKS, VIDEOS, AND APPLICATIONS ARE PROVIDED TO THE CLIENT ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. FLIXOUT MAY DISCONTINUE CERTAIN FUNCTIONS OF THE PLATFORM AT ANY TIME FOR ANY REASON WITH OR WITHOUT WARNING AT IT’S SOLE DISCRETION. FLIXOUT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE FOREGOING, WITHOUT LIMITATION, ANY WARRANT OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FLIXOUT SPECIFICALLY DISCLAIMS ANY WARRANT THAT (1) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (2) DEFECTS WILL BE CORRECTED; (3) THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS; AND (4) THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT.
8. Lawful Purpose
Flixout reserves the right to refuse services to anyone for any reason or no reason at all. Client may only use the Flixout platform, the Flixout website, and all Flixout resources for lawful purposes. Transmission of any material in violation of any United States Federal, State, or Local regulation is strictly prohibited. This includes but is not limited to copyrighted material, material legally judged to be threatening or obscene, and material protected by trade secrets. The designation of any materials as such described above is left entirely to the discretion of Flixout management or by regulation. Regardless of place when entering into this agreement, the client agrees that for purposes of venue this contract was entered into in Denver County, Colorado, and any and all disputes will be litigated or arbitrated in Denver County, Colorado. Defendants further waive all objections to venue and acknowledge that venue in any such litigation will be held in Denver County courts or the Federal District Court of Colorado.
9. Data Loss
Client shall hold Flixout harmless for any data loss. Flixout will make every reasonable effort to ensure data is secure and that redundant copies are available, but the client is strongly encouraged to and are responsible for keeping local backup files of all data. Any backup service provided by Flixout is at our discretion and not guaranteed unless otherwise specified under a separate contract.
If any of the provisions, or portions thereof, of this agreement are found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, this agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted. This agreement (including the exhibits, attachments, and/or addenda, if any) represents the entire agreement of the parties with respect of the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between the parties with respect to the subject matter hereof. This agreement and the rights granted, and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by the client, but may be so transferred, assigned or delegated by Flixout.
Any waiver or any provision of this agreement, or a delay bey any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right. In any legal proceeding between the parties under this agreement, the prevailing party shall be entitled to recover its costs, expenses, and reasonable attorneys’ fees. This agreement is made under and shall be governed by the laws of the Untied States of America, expect with regard to its conflict of law rules.
This agreement and Flixout policies are subject to change by Flixout with or without notice. Continued usage of the services after a change to this agreement by Flixout or after a new policy is implemented and posted on the Flixout website constitutes your acceptance of such change or policy. We encourage you to regularly check the Flixout website for any changes or additions.