Arcola Studios, LLC (the “Company”, “we”, “us” or “our”) provides this website and any related mobile applications/apps (as applicable, the “Platform”), as well as related pages and content for use by our permitted users.  We’ve worked hard to give you the essential information here and elsewhere on our Platform to get you comfortable with the Platform and to make it useful to you.  These Terms help enable us to provide you with the services, information, other content and features available through our Platform, and shall govern your use of the Platform.    

PLEASE READ THESE TERMS OF USE CAREFULLY.  THE TERMS AND CONDITIONS SET FORTH BELOW (THE “TERMS“) GOVERN YOUR USE OF THE PLATFORM (AS DEFINED BELOW). THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND OUR COMPANY AND GOVERN YOUR ACCESS TO, AND USE OF, THE PLATFORM. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS PLATFORM, OR ANY INFORMATION CONTAINED ON THIS PLATFORM. YOUR USE OF THIS PLATFORM SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. THE COMPANY MAY MAKE CHANGES TO THE CONTENT AND THE SERVICES OFFERED ON THIS PLATFORM AT ANY TIME.   

1. Scope of Access to Platform

Subject to these Terms of Use, the Company grants you a limited, personal, non-exclusive and non-transferable license to download and use the Platform solely for your personal or internal business use.  

You agree not to modify, adapt, translate, or reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Platform. Further, you may not reproduce all or any portion of the Platform. This Platform is owned by the Company. The Company reserves the right at any time to suspend or terminate use of this Platform or its functionality and tools by you or other users in the Company’s sole discretion.  

‍In the event that you are given access to certain password protected areas of the Platform, you are responsible for maintaining the confidentiality of your password, registration data and for any and all activity that occurs under your password. You agree to notify the Company immediately of any unauthorized use of your password or any other breach of security relating to the Platform. You shall not, and shall not attempt to, access any data of another customer of the Company if you are not an authorized user under the applicable account.

2. Payment Matters

When you subscribe for any services or products made available through the Platform additional terms may apply to such transactions and which terms will be displayed as part of the subscription or purchase check out process.  You agree that you will promptly pay for subscriptions and other purchases made by you through the Platform in accordance with the applicable payment terms for such subscriptions or other purchases.

We use third-party services for payments processing (e.g., payment processors).  The Company itself will not store or collect your payment card details. That information is provided directly by you to an applicable third-party payment processor whose use of your personal information for such purposes is governed by their privacy policy.  Payment processors are required by an industry self-governing body to adhere to the standards set by the PCI Security Standards Council, which is a joint effort of card payments brands (such as Visa, MasterCard, American Express and Discover) and which helps ensure the secure handling of payment information.  

3. Information Errors and Corrections; Delivery Matters; Product Changes

Although we strive to maintain the accuracy of information maintained on the Platform (including subscription and other pricing information for products and services), occasionally pricing or other information errors may occur.  In the event that a product or service that is made available through the Platform (including, without limitation, through any services or product catalogs accessible through the Platform) is mistakenly listed at an incorrect price or with other incorrect information, we reserve the right to refuse or cancel any orders placed for any such product or service that is based on such incorrect price or information.  

Applicable schedules, if any, noted for products and services offered through the Platform are estimated indications of service or delivery dates unless otherwise expressly agreed by the Company in a written confirmation concerning an applicable order.

The Company reserves the right to discontinue offering any particular service or product made available through the Platform and at any time, with or without notice.

4. Company Content

‍The content that is originally provided by the Company (the “Content”) on this Platform is made available to you by the Company and is the copyrighted work (and in some cases logos and other marks) of the Company. The Company grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Content and to use the Platform solely for your personal or internal business use.

Except for the limited use license above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Content or the Platform in any manner. You may not distribute the Content or the Platform in any manner to any third party except as expressly authorized by us.

5. Third Party Content

‍Certain information and other content appearing on the Platform may be the material of third party licensors and suppliers to the Company (“Third Party Content“). Third Party Content does not include materials and other content posted on the Platform by you or other users (as applicable “User Content”). Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your computer solely for your personal use or internal business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. THE COMPANY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

‍6. Links to Third Party Sites

‍The Platform may be linked to other sites or apps that are not the Company sites or apps. the Company is providing these links to you only as a convenience, and the Company is not responsible for such linked sites or apps, including, without limitation, the content or links displayed on such sites or apps.

‍7. Submissions

‍Any text, feedback on the Platform or other information that you submit, post or otherwise make available on the Platform, such as comments and suggestions, are “Submissions“. Submissions do not include User Content that is made available on or through the Platform.

You, and not the Company, have full responsibility for each such Submission you make, including its legality, accuracy, appropriateness, and trademark and copyright ownership. You agree that any Submission provided by you in connection with this Platform is provided on a non-proprietary and non-confidential basis. Please note that, generally, Submissions will be accessible by other users on the Platform. You agree that the Company is free to use a Submission on an unrestricted basis for any purpose and you grant the Company a sublicensable, non-exclusive, fully-paid and royalty-free, worldwide license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Submission.

‍You agree that the Company may incorporate Third Party Content on, in and/or around your Submissions and/or User Content. You retain ownership of any copyrights or other intellectual property rights applicable to any information you submit to the Company, such as your User Content. If you use software tools to import content from other sources on the Internet to create User Content, you agree that you have all necessary rights and permissions to use such content and to create the User Content using that third party content and that you will only submit and use User Content in any account that you register for or have access to in a manner that complies with all applicable laws and regulations. You further agree that you will not upload, post or otherwise make available on this Platform any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission and/or User Content that you make. You represent and warrant that: (i) you own all Submissions and/or User Content posted by you on or through this Platform or otherwise have the right to grant the licenses to the Company set forth in this section, and (ii) the posting of your Submissions and/or User Content on or through this Platform does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions and/or User Content posted by you to or through the Platform. The Company shall have no obligation to pay you any fees or royalties for your Submissions and/or User Content.

8. Term and Termination

Your rights to use the Platform continue until terminated by the Company in our discretion.   If you violate these Terms, the Company may terminate and/or suspend your access to this Platform without notice.

‍9. Privacy Policy

‍Your use of this Platform is governed by the Company Privacy Policy (the “Privacy Policy“) which may be accessed at this link: Arcola.TV Privacy Policy.

10. ‍Unauthorized Activities

‍Unauthorized use of the Platform, any Content or Third Party Content contained on this Platform may violate certain laws and regulations. You agree to indemnify and hold the Company and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) the Company or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party based on your submitted User Content and/or that your use of the Platform, any Content or Third Party Content or the use by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party. The Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at the Company’s discretion, the Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Platform, the Platform or on the Internet.

‍11. Proprietary Rights

“Arcola”, “Arcola.TV”,  and the related logos and other marks used by the Company to identify it and its products and services, are protected trademarks of the Company.  Other trademarks, names and logos on this Platform are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on this Platform, including documents, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of the Company or its licensors.  This Platform is Copyright © Arcola Studios, LLC.  All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

12. Disclaimer of Warranties

‍Your use of this Platform is at your own risk. Neither the User Content, the Platform or Third Party Content nor Submissions have been verified or authenticated in whole or in part by the Company, and they may include inaccuracies or typographical or other errors. The Company does not warrant the accuracy or timeliness of the User Content, Submissions or the Third Party Content contained on this Platform. The Company has no liability for any errors or omissions in the User Content, Submissions and/or the Third Party Content, whether provided by the Company or our licensors.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN WRITING AS TO PRODUCTS AND SERVICES OFFERED BY THE COMPANY: (A) THE COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH ANY PRODUCTS OR SERVICES OFFERED BY THE COMPANY, THIS PLATFORM, ANY MATERIALS, USER CONTENT, USER SITES, OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM AND/OR THE RESULTS OBTAINED FROM THE USE OF THIS PLATFORM, INCLUDING WITHOUT LIMITATION THE MATERIALS, USER SITES, AND THE THIRD PARTY CONTENT; AND (B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY PRODUCTS OR SERVICES OFFERED BY THE COMPANY, THIS PLATFORM, MATERIALS, USER CONTENT, THIRD PARTY CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR DEVICE AS A RESULT OF USING THIS PLATFORM, AND THE COMPANY DOES NOT GUARANTEE ANY UPTIME OR AVAILABILITY OF THE PLATFORM.

13. Limitation of Liability

‍THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY OF THE MATERIALS, USER CONTENT, OR THIRD PARTY CONTENT TO OR FROM THIS PLATFORM. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF THE COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE AND THE COMPANY SHALL NOT BE LIABLE IN THE AGGREGATE FOR THE GREATER OF: (I) THE PAYMENT AMOUNTS, IF ANY, PAID BY YOU TO THE COMPANY IN TO ACCESS THE PLATFORM DURING THE PRIOR TWELVE (12) MONTHS OR (II) FIFTY DOLLARS ($50.00).

‍14. Local Laws; Export Control

The Platform, Company Content, User Content and/or Third Party Content may not be appropriate or available for use outside of the United States of America. If you use this Platform outside the United States of America, you are responsible for following applicable local laws and regulations, including any applicable export controls laws.

‍15. Changes To These Terms

These Terms may be changed, modified, supplemented or updated by the Company from time to time. The date that these Terms were last revised is identified at the top of the page and you will be bound by any changed, modified, supplemented or updated Terms if you choose to continue to use the Platform after such changes to the Terms are posted.

‍16. Governing Law

‍The provisions of New York law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms.

17. Dispute Resolution and Arbitration

Generally and Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below as Excepted Matters) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice of a Dispute from one Party to the other Party.

Binding Arbitration.  If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA“) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules“), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, any in-person arbitration will take place in New York, New York. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in New York, New York, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and inconvenience of the forum with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Platform be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions.  The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the fullest extent permitted by applicable law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration.  The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration (the “Excepted Matters”): (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

18. Force Majeure Conditions.  

The Company shall not be responsible for any delays or failures of performance resulting from acts beyond its control, including, without limitation, acts of God, acts of war, riots, acts of terror, public health emergencies, epidemics, pandemics, and other acts or omissions of third parties such as interruptions, delays, or malfunctions of service by third-party service providers.

19. Other General Matters

If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. The Company’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and the Company and supersede all prior or contemporaneous negotiations, discussions or agreements between you and the Company about this Platform. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.