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Terms of Service Agreement

This Agreement sets forth the Standard Terms and Conditions that apply to your use of Hutscene services. The User registration form you completed in conjunction with your account activation is a part of this Agreement and is incorporated herein by this reference as though fully set forth herein.

TERMS AND CONDITIONS FOR USE OF HUTSCENE SERVICES, RECEIPT OF CONSUMER CONTACT INFORMATION AND FOR USE OF THE Hutscene.com WEBSITE.

BY VISITING OR USING THE HUTSCENE WEBSITE, OR ANY PAGE OF THE www.Hutscene.com WEBSITE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE , AND THAT SUCH AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND HUTSCENE . IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE DO NOT VISIT OR USE THE HUTSCENE WEBSITE OR ANY PAGE OF THE HUTSCENE WEBSITE.

Definitions: For the purposes of this Agreement, the terms set forth below shall have the following meanings:

  1. Agreement refers to this Terms of Service Agreement AND your User Order;
  2. User Order shall mean one or more separate documents governed by this Agreement specifying the parameters of the Products, including the Fees for obtaining and using such Products, made available to User and in accordance herewith ;
  3. You and yours, refer to you, a visitor/User to the Hutscene website, as well as anyone you authorize to visit and use the Hutscene website on your behalf;
  4. Hutscene, us we, and our and ours refer to Hutscene and its parent company, whose products or services are offered on the Hutscene website;
  5. Hutscene.com website refers to the website located at www.Hutscene.com and related pages, or any linked pages and websites hosted or sponsored by Hutscene .
  6. Consumer shall mean an individual seeking a product or service whose personally identifiable information is provided at registration time.
  7. Product shall mean a retail product manufactured via lawful means whether conducted by or on behalf of Hutscene, or purchased from wholesale vendors and thereafter provided to User;

Privacy Policy

Hutscene is committed to maintaining the privacy and security of any and all information that you provide to Hutscene through the Hutscene.com website. Please see our Privacy Policy document.

Please note that privacy policies of Hutscene's affiliates or third parties may apply to information you provide on the Hutscene.com website. In addition, websites linked to the Hutscene.com website may have separate privacy policies.

Elibibility of Use and Limitations of Hutscene.com Website

You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Hutscene Services. If you are between the ages of 13 and 18 (or between 13 and the age of legal majority in your jurisdiction of residence), you may only use the Hutscene Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service.

We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

Hutscene Services are also not available to any users previously removed from Hutscene Services by Hutscene. Finally, Hutscene Services are not available to any persons barred from receiving them under the laws of the United States (such as its export and re-export restrictions and regulations) or applicable laws in any other jurisdiction.

Except where we specify otherwise, Hutscene offers you access to the Hutscene.com website solely for your personal and non-commercial uses. You promise that you will not use the Hutscene.com website, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other website, transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Hutscene.com website. This means, among other activities, that you agree not to engage in the practices of screen scraping, database scraping, or any other similar activity. You agree that you will not use the Hutscene.com website in any manner that could damage, disable, overburden, or impair the Hutscene.com website or interfere with any other party's use and enjoyment of the Hutscene.com website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Hutscene.com website.

If and when requested by Hutscene.com, you agree to provide true, accurate and complete user information and to refrain from impersonating or falsely representing your affiliation with any person or entity. Except with the written permission of Hutscene.com, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Hutscene.com website.

You agree that Hutscene may in its sole discretion and at any time terminate your access to and use of the Hutscene.com website, or any part thereof, with or without notice.

E-Signatures and Communications

All electronic communications, including any electronic signatures or identifiers of Hutscene, are being transmitted solely for informational purposes. By making an electronic communication, Hutscene specifically does not intend to agree, bind, or otherwise consent to any matter for any purpose whatsoever, including product sell, product shipping or product return, and does not intend that the electronic communication, or any related or associated electronic media or data, to constitute, or to be deemed to constitute, an electronic signature pursuant to any state or federal law or regulation that authorizes the use of electronic signatures.

REGISTERING FOR SERVICE USER ORDER

Registration is available to eligible members only. To register, you must complete a User Registration form wherein you set your username and password and provide contact information. You may only register one time for our service. You shall not: (I) select or use as a username a name of another person with the intent to impersonate that person; (II) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (III) use, as a username, a name that is otherwise offensive, vulgar or obscene.

You are solely responsible for maintaining the confidentiality of your account and password, for restricting access to your computer, and for all activities that occur under your account or password. Please make sure the information you provide to Hutscene upon registration and at all other times is true, accurate, current, and complete to the best of your knowledge.

Unless expressly permitted in writing by Hutscene, you may not sell, rent, lease, share or provide access to your account to anyone else, including without limitation charging anyone for access to administrative rights on your account. Hutscene reserves all available legal rights and remedies to prevent unauthorized use of the Hutscene Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

User Conduct and User Best Practices

Your acceptance of these terms is your warrant and representation to us that your conduct in performing your obligations under this Agreement will conform to all of the Terms of Service set forth herein and all applicable, international and/or federal, state and local laws, rules and regulations including, without limitation, the provisions of the published Hutscene Privacy Policy, all privacy laws and anti-spam laws.

YOU AGREE NOT TO violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while on the Hutscene Services.

You agree that you will comply with these Terms of Service and will not:

  1. Create, upload, transmit, distribute, or store any content that is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable.
  2. Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Hutscene Services accounts of others without permission, forge another person's digital signature, misrepresent the source, identity, or content of information transmitted via the Hutscene Services, or perform any other similar fraudulent activity.
  3. Make unsolicited offers, advertisements, proposals, or send junk mail or spam to users of the Hutscene Services, including, without limitation, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests), and other similar activities.
  4. Harvest or collect the email addresses or other contact information of other users from the Hutscene Services.
  5. Defame, harass, abuse, threaten or defraud users of the Hutscene Services, or collect, or attempt to collect, personal information about users or third parties without their consent.
  6. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Hutscene Services or User Content, features that prevent or restrict use or copying of any content accessible through the Hutscene Services, features that enforce limitations on the use of the Hutscene Services or User Content, or delete the copyright or other proprietary rights notices on the Hutscene Services or User Content.
  7. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Hutscene Services, Hutscene Streamer or any part thereof.
  8. Modify, adapt, translate or create derivative works based upon the Hutscene Services or any part thereof.
  9. Interfere with or damage operation of the Hutscene Services or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
  10. Relay email from a third party's mail servers without the permission of that third party.
  11. Access any website, server, software application, or other computer resource owned, used and/or licensed by Hutscene, including but not limited to the Hutscene Services, by means of any robot, spider, scraper, crawler or other automated means for any purpose, or bypass any measures Hutscene may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used and/or licensed Hutscene, including but not limited to the Hutscene Services.
  12. Manipulate identifiers in order to disguise the origin of any User Content transmitted through the Hutscene Services.
  13. Interfere with or disrupt the Hutscene Services or servers or networks connected to the Hutscene Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Hutscene Services; use the Hutscene Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Hutscene Services, or that could damage, disable, overburden or impair the functioning of the Hutscene Services in any manner.
  14. Use or attempt to use another user's account without authorization from that user and Hutscene.
  15. Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Hutscene Services that you are not authorized to access.
  16. Attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose.
  17. Use the Hutscene Services for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.

Hutscene takes no responsibility and assumes no liability for any User Content or for any loss or damage resulting therefrom, nor is Hutscene liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter when using the Hutscene Services. Your use of the Hutscene Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Hutscene Services will not contain any content that is prohibited by such rules.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

Use of Devices and Applications

Access to the Hutscene Services may require the use of your personal computer or mobile device, as well as communications with or use of space on such devices. You are responsible for any Internet connection or mobile fees and charges that you incur when accessing the Hutscene Services.

PAYMENT METHODS

We offer two methods by which you may pay for products.

  1. Credit card: If you use a credit card to fund your account, YOU AGREE TO NOT CHARGE BACK YOUR CARD for any reason. If you are dissatisfied with our services or any product you have purchased using your credit card you must follow the return/refund policy and procedures set forth under these Terms of Service. In the event you breach this term and you charge back your credit card for all or partial amounts within your account, you will be charged an administrative service fee of one hundred ($100) dollars, which you agree to pay in addition to the amount of the product purchase fee due for products you have received to the date of the chargeback. Your user account balance will not reflect a deposit made until your credit card company has processed your payment into Hutscene's merchant account. This date may differ from the date you actually authorize your payment.
  2. Check or Draft: If you use a check, including a fax check, you agree to not stop payment on the check for any reason. If you are dissatisfied with our services or any products you have purchased using your check or draft you must follow the return/refund policy and procedures set forth under these Terms of Service. If your check or draft is not honored by the bank for any reason, you are subject to and will be charged a return check fee equal to three (3) times the face value of the check up to a maximum of one thousand ($1000) dollars, which you agree to pay in addition to the check face amount. Your user account balance may not reflect a deposit made into your user account until your check been deposited into our bank, processed and has cleared your bank. This date may differ from the date you send your payment or the date we receive your check. ALL CHECKS MUST BE ACCOMPANIED BY A CLEAR ENLARGED COPY OF A VALID DRIVERS LICENSE FOR THE SIGNER OF THE CHECK.

In any of the above circumstances, you also agree to pay any collection costs and reasonable attorney fees and court costs should collection action be initiated.

PRODUCT DELIVERY

For Users that Hutscene determines meet the Eligibility Criteria and funding requirements, products shall be provided pursuant to the parameters defined in Your initial User Order.

PRODUCTS CONTENT AND GUARANTEE

Products are procured from varying commercial resources. Description provided within a product is inputted solely by the provider and not Hutscene or anyone affiliated with us. Providers do not submit their contact information directly to Hutscene. A product may come to Hutscene from a variety of provider commercial sources only some of which may be owned by Hutscene.

Hutscene reserves the right to change or adjust this policy without prior notice to you. You are therefore encouraged to review these Terms of Service periodically.

PRODUCT RETURN POLICY:

Please see our Return Policy document.

USER'S RESPONSIBILITIES

You agree that you will not use Hutscene or Hutscene data for any unauthorized use including but not limited to chain letters, junk mail, "spamming", telephone solicitations in violation of any state or federal Do-Not-Call registry, or as a basis for any use or distribution lists to any person who has not given specific permission to be included in such a process. You further agree not to use Hutscene or Hutscene data to send any messages or materials that are unlawful, considered an act(s) against public policy, discrimination of any kind, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Hutscene reserves the right to terminate User's account immediately and without notice, if it becomes aware and determines, in its sole discretion, that User is violating any of the foregoing guidelines.

ACCOUNT AND PASSWORD

You will be allowed to choose your own username and confidential password. YOU ARE THE ONLY ONE AUTHORIZED BY Hutscene TO USE YOUR USERNAME AND PASSWORD. You are solely responsible for maintaining the confidentiality of your user ID and password. You are solely responsible for all uses of your account, whether or not authorized by you. You agree to immediately notify Hutscene of any unauthorized use of your account. Unless otherwise agreed to in writing, you will not be entitled to a return credit or refund for product(s) purchased through your account prior to you notifying us of an unauthorized use.

LINKS

Some Links on the Hutscene website may let you leave the Hutscene website. You understand the linked sites are not under the control of Hutscene and Hutscene is not responsible for the contents or operation of any linked site or any link contained in a linked site, or any changes or any updates of such sites. Hutscene is not responsible for web casting or any other form of transmission received from any linked site. Hutscene is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Hutscene of the linked site or any association with their operators.

DISCLAIMER OF WARRANTIES / LIMITATION OF LIABILITY

THE Hutscene SERVICE PROVIDED IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Hutscene EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE Hutscene SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY Hutscene, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL Hutscene, Hutscene, Inc., ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE Hutscene SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE Hutscene SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Hutscene RECORDS, PROGRAMS OR SERVICES. THE SUBSCRIBER HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT Hutscene IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES AVAILABLE FROM Hutscene AND ITS AFFILIATES.

LIMITATION OF LIABILITY

IN THE EVENT THAT EITHER PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NON-BREACHING PARTY SHALL HAVE THE RIGHT TO EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY; PROVIDED, HOWEVER, SUBJECT TO THE DAMAGE AMOUNT LIMITATION SET FORTH BELOW, THE LIABILITY OF THE BREACHING PARTY SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE EXPRESSLY WAIVED. IN NO EVENT SHALL EITHER PARTY INCLUDING Hutscene, Inc., ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES IN TORT, CONTRACT OR OTHERWISE INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR CLAIM. LIABILITY OF Hutscene, Hutscene, Inc., ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWO (2) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

NO ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER SUCH CAUSE OF ACTION OCCURS.

THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

FORCE MAJEURE.

Neither party shall be liable in any way for its failure to perform hereunder, other than its failure to pay any monies due and owing hereunder, if such failure is occasioned by any of the following: war; fire; flood; interruption of transportation; embargo; accident; explosion; governmental orders, regulations, restrictions, priorities or rationing; strike, lockout or other labor problems; or any cause beyond the reasonable control of the non-performing party provided, however, that the non-performing party shall make a good faith effort to perform.

COPYRIGHT AND USER CONTENT LICENSE TO HUTSCENE

All contents of the Hutscene website are proprietary to Hutscene, its successors and assigns, and are protected under U.S.A. and international Copyright and Trademark laws. All rights are reserved. You may not download and/or save a copy of any of the screens except as otherwise provided in this Agreement. Hutscene does not grant any license or other authorization to any user of its trademarks, service marks, copyrightable material or other intellectual property by placing them on this website. Hutscene, reserves any rights not expressly granted herein.

Unless otherwise agreed to in a written agreement between you and Hutscene that was signed by an authorized representative of Hutscene, if you submit, transmit, display, perform, post or store User Content using the Hutscene Services, you grant Hutscene and its sublicensees, to the furthest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, worldwide, irrevocable, fully sub-licenseable, nonexclusive, and royalty-free right to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (including without limitation for promoting and redistributing part or all of the Hutscene Services (and derivative works thereof)) in any form, format, media or media channels now known or later developed or discovered; and (b) use the name, identity, likeness and voice (or other biographical information) that you submit in connection with such User Content. Should such User Content contain the name, identity, likeness and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that Hutscene and its sub-licensees are allowed to use them to the extent indicated in these Terms of Service.

User Content Representations

You are solely responsible for your User Content and the consequences of posting or publishing it. You represent, and warrant that:

  1. You are the creator and owner of the User Content or otherwise have sufficient rights and authority to grant the rights granted herein.
  2. Your User Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) defame any other person.
  3. Your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code
  4. Unless you have received prior written authorization, your User Content specifically does not contain any pre-release or non-public beta software or game content or any confidential information of Hutscene or third parties. Hutscene reserves all rights and remedies against any users who breach these representations and warranties.

Your Content is Uploaded at Your Own Risk

Hutscene uses reasonable security measures in order to attempt to protect User Content against unauthorized copying and distribution. However, Hutscene does not guarantee that any unauthorized copying, use or distribution of User Content by third parties will not take place. To the furthest extent permitted by applicable law, you hereby agree that Hutscene shall not be liable for any unauthorized copying, use or distribution of User Content by third parties and release and forever waive any claims you may have against Hutscene for any such unauthorized copying or usage of the User Content, under any theory. THE SECURITY MEASURES TO PROTECT USER CONTENT USED BY Hutscene HEREIN ARE PROVIDED AND USED "AS-IS" AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

TERMINATION

We may terminate your access to all or any part of the Hutscene Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by contacting Hutscene customer service. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

GOVERNING LAW

California law shall govern this Agreement, and any dispute arising from the relationship between the parties to this Agreement, excluding any laws that direct the application of another jurisdiction's laws and without regard to conflicts of law principles. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and cost and expenses incurred, subject to the Limitation of Liabilities clause. The parties consent to the exclusive jurisdiction and venue of the courts of the State of California or to any Federal Court located within the southern district for the State of California.

INTERPRETATION AND CONSTRUCTION

No provision of this Agreement shall be construed in favor of or against Hutscene or you by reason of the extent to which any such party or its counsel participated in the drafting thereof. The parties agree that California Civil Code Section 1654 shall not apply to the terms of this Terms of Service Agreement. No direct benefit is intended to be conferred by this Agreement on any person not a party to this Agreement and any benefit which may be actually conferred is purely incidental. In the event of any conflict between the terms of this Agreement and the User Order, the terms of this Agreement shall control.

ARBITRATION

Any dispute or claim arising hereunder shall be submitted to binding arbitration in Los Angeles County, California, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, ("AAA"), and the parties expressly waive any right they may otherwise have to cause any such action or preceding to be brought or tried elsewhere. Any such dispute or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The parties hereunder further agree that: (i) any request for arbitration shall be made in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statues of limitations; (ii) the appointed arbitrator must be a former or retired judge or attorney at law with at least five (5) years experience in the substantive area of this Agreement; (iii) all proceedings involving the parties shall be reported by a certified shorthand reporter and written transcripts of any such proceedings shall be prepared and made available to the parties; (iv) the decision of the arbitrator or arbitrators must be made within ninety (90) days from the date the arbitration proceedings are initiated; (v) costs and fees of the arbitrator shall be borne by the non-prevailing party, unless the arbitrator or arbitrators determine otherwise; (viii) the award or decision of the arbitrator, which may include equitable relief, and reasonable attorneys fees and costs to the prevailing party, shall be final and judgment may be entered on such award in accordance with applicable law in any court having jurisdiction over the matter. The parties agree that in connection with any such arbitration, the following provisions of the California Code of Civil Procedure, as enacted or hereafter amended, shall apply: Section 1856, et seq., "The General Principles of Evidence"; Section 2016, et seq., "The Civil Discovery Act"; and Section 1283.5, "Manner of Taking Deposition."

Should either party file an action contrary to this provision, the other party may recover reasonable attorneys' fees and costs of not less than one thousand ($1000) dollars and not more than the actual reasonable attorneys fees and costs incurred in defending such an action and subject to written verification, proof and approval by a court of competent jurisdiction with whom the action in question was heard.

SEVERABILITY

If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

SURVIVABILITY

The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely confidentiality/non-disclosure, warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Hutscene against any and all claims, losses, liability costs and expenses (including but not limited to reasonable attorneys' fees) arising from your violation of these Terms and Conditions or any third-party's rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with Hutscene.

HEADINGS

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such action.

ASSIGNMENT

You may not sell, mortgage, assign or otherwise transfer any of your rights or obligations under this Agreement to any other person or entity, without the express written consent of Hutscene. Notwithstanding the foregoing, either You or Hutscene may assign its rights and obligations under this Agreement without consent and without notice to the other, and both You and Hutscene shall accept such assignment as a novation, to a successor as a result of a change in business legal structure, corporate restructuring, reorganization, merger, consolidation, or acquisition of all or substantially all of the assigning party's stock or assets, provided that this Agreement shall be binding upon, inure to the benefit of and be enforceable by You and Hutscene and their respective successors and assigns.

ENTIRE AGREEMENT

This Agreement constitutes the final, complete, and exclusive statement of the terms of this Agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty independent of those expressly set forth in this Agreement. No direct benefit is intended to be conferred by this Agreement on any person not a party to this Agreement and any benefit which may be actually conferred is purely incidental.

MODIFICATION OF TERMS

Hutscene reserves the right to modify this Terms of Service Agreement and its policies at any time and without advance notice to you, effective upon making the modified provisions available on the Hutscene website. You are responsible for regularly reviewing these documents. Continued use of the Hutscene website after any such changes shall constitute your consent to such changes. Hutscene does not and will not assume any obligation to notify you of any changes to this Terms of Service Agreement.

INDEPENDENT COUNSEL.

You're establishing of an account and/or your use of the Hutscene website is evidence that you have read and understand this Terms of Service Agreement as set forth above and that you have had the opportunity to consult with independent counsel of your choice prior to establishing your account and utilizing the services contemplated by this Agreement.

 Last updated on July 10th, 2018

   
 
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