Editmentor End User License
Worth reading. Seriously.

Legal stuff can get pretty dry sometimes… we know this. Still, because what we're doing here at Editmentor is a pretty new thing, we really do want you to read and understand this agreement and your part in it. So we got our lawyers drunk and made them promise to be even cooler than they normally are by making this document less painful than normal to read. You’ll be glad you did. Why? Read it, agree with it, and find out.


Terms o’ Service

Ahem. This is a legally binding agreement (“Agreement”) between you and Resolve Entertainment, Inc., its representatives, subsidiaries, and assigns (“Resolve”) stating the terms that govern your use of the business activities commonly known as Editmentor and the website www.editmentor.com (together “Editmentor”). This agreement, along with all future updates, additional terms, licenses, and all of Resolve’s rules and policies, together comprise the Agreement between you and Resolve.

By purchasing or using any Editmentor products (“Content”), whether via download, on DVD or other media, you agree to be bound by the terms of this Agreement – changes, additions, or deletions by you are not acceptable, and Resolve may refuse you access to Editmentor for noncompliance with any part of this Agreement.

We may from time to time make changes to this Agreement and you agree to abide by them – any changes will be reflected in this Agreement and posted online.


Definitions

1. “Content” means any images, animations, films, videos, music or other relating documentation or audio/ visual representations recorded in any format that are owned or controlled by Resolve.
2. “Service” means the supplying of Content to you by Resolve.
3. “Not Cool” means unacceptable, not allowed. (Our lawyers wanted us to clarify that.)
4. “Lame” means not good, not true, or unfair. (Also courtesy of our lawyers.)
5. “Lay(ing) The Smack Down” means civil or criminal liability or pursuing all available and applicable civil, criminal, and punitive measures. (Our lawyers almost didn’t let us use this one.)
6. “Free Stuff” means stuff that’s provided to you at little to no cost. This could maybe include (but isn’t limited to) coupons for free footage, public congratulations in Editmentor publicity, or access to events or levels of Editmentor that other people would otherwise have to pay for.
7. “Your Mom” means, well… you know who that is.


Age Requirements. If you are under the age of 18, you must review this Agreement with your parent or guardian (maybe Your Mom) to make sure that you and your parent or guardian understand everything in this Agreement.


Plain English. Throughout this Agreement, sections of text are clearly set apart and labeled “Plain English”. These sections of text are included for your convenience only and should not be considered legally binding on you or Resolve. If they are ever found to conflict with or only partially explain the non-“Plain English” text, the non-“Plain English” text will take precedence. It is your responsibility to read and understand the whole Agreement.


Grant Of License – What You CAN Do. You are granted a limited, nonexclusive, personal and nontransferable license to use and modify the Content, subject to all terms of this Agreement. Here are some ways you may use the Content (together the “Permitted Uses”):

1. Showing your version of the Content to your friends, teachers, professors, colleagues, or Your Mom.
2. Including your version(s) of the Content on a demo reel to show the people listed above and potential employers that you’re not completely clueless when it comes to editing or storytelling in general.
3. Using the content to participate in different Editmentor promotions and contests.
4. Using the Content in a derivative work for non-commercial use only.

--begin Plain English--
We really do want you to be able to use the Content to promote yourself, your editing, and your ideas. That’s the whole point of Editmentor. We know you’re creative, and we want you to be creative in how you use the Content – in fact, if you come up with a use for the Content that we think is really cool and fits into the requirements of this Agreement, we will probably give you Free Stuff. And seriously, who doesn’t like Free Stuff?
--end Plain English--


Single User License. The Content may only be modified or used on one computer at any one time. You may not rent, lease, sell or sublicense the Content to another person, company or other entity. Doing so would be Lame. Anything you produce using the Content must be for your own use. This is NOT a concurrent use license. Please contact Resolve for a multi-seat site license if you’d like to use the Content with multiple users. If you have multiple personalities contained in one physical body, you still qualify as a Single User under this Agreement. Doesn’t that make you/you all feel good?


Restrictions – What You CAN’T Do. As open and laid-back as we are, there’s still some stuff that is Not Cool and we can’t let you do.

1. YOU MAY NOT USE THE CONTENT TO MAKE MONEY OR TO DIRECTLY FINANCIALLY PROFIT FROM THE USE OF THE CONTENT IN ANY WAY. DOING SO WOULD BE SERIOUSLY LAME. IT WOULD DAMAGE THE ABILITY OF RESOLVE AND RESOLVE’S CONTENT PROVIDERS TO BOTH MAKE THEIR LIVING AND MAKE EDITMENTOR THE BEST IT CAN BE.
2. You may not claim ownership of the Content or take credit for roles beyond what you actually perform. (Good grief people, taking a Director, DP, or even Assistant Makeup credit for Content you got from Editmentor is unbelievably Lame. You’d be surprised how many people try.)
3. You may not submit your versions of the Content to film festivals.
4. Any Content-specific usage restrictions from Resolve not listed in this Agreement MUST BE OBSERVED.
5. You may not use or include any Content into a logo, trademark or service mark.
6. You may not feature any Person in any Content in (i) a way that would lead a reasonable individual to believe that the Person personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable individual. In such case(s), you must accompany each such use with a statement that indicates that the Person does not necessarily endorse the views or opinions communicated by you and the Content is being used for illustrative or artistic purposes only.
7. The Content may not under any circumstances be used in a way that would defame, malign, slander, asperse, libel, vilify, or say bad stuff about the persons, property, countries, races, customs, cultures, religions, governments or military visible within the Content.
8. The Content may not under any circumstances be used in or in conjunction with, or as part of pornographic, obscene, fraudulent, libelous, infringing or illegal material.

Any Content use contrary to these restrictions will give Resolve (mainly our lawyers) the option to Lay The Smack Down if we choose. Please don’t make us go there.

--begin Plain English--
Resolve operates on the Golden Rule. We want you to be creative about how you use the Content. We also want to fulfill our promises to our content providers to make them money. If you make money from the Content without telling us, not only is that Lame, it keeps us from keeping our promises.

It’s much better to work WITH us. Now let’s say you use the Content to create the best ringtone ever. You use it on your phone – fantastic. You make a whole bunch of ringtones from our Content – great. You then sell them to people without telling us – Not Cool. How about this though… what if you made lots of amazing ringtones, contacted us, and then we sold them to the worldwide user base Editmentor services? We would definitely want you to keep making ringtones, so we would either give you lots of Free Stuff, pay you, or maybe both. Then everybody wins.

Now to repeat ourselves – if you think of a way to use the Content to make money that we’re not doing, let us know. It is in our best interest to take good care of you ($$$) – so you keep coming up with great ideas. Again, everybody wins.
--end Plain English--


Letting Us Know. If you notify Resolve of – and Resolve can verify – any third party’s unauthorized use or duplication of Content, especially uses that limit the amount of money that Resolve makes from the Content, not only would Your Mom be proud, Resolve would be grateful.

--begin Plain English--
I.e. Depending on the situation, we would probably give you Free Stuff.
--end Plain English--


Credit – What You Should/Must Do. When showing or using the Content, we request that you honor all involved parties by giving accurate, industry-standard credit where appropriate.

In any credits, you agree to include a credit line that reads “Content provided by Editmentor.com.”

Where applicable, Resolve will notify you of any necessary union or other credits, and YOU AGREE TO INCLUDE THOSE CREDITS AS REQUIRED. Failure to do so on your part opens you to the potential of other people’s lawyers Laying The Smack Down. And trust us, other people’s lawyers aren’t nearly as cool as ours.


Marketing and Promotion. You give Resolve the right to display any derivative works in your possession or control that include any Content for Resolve marketing, educational, and promotional purposes as examples of customer usage. At your request, Resolve will identify you as the author of such derivative work.


Who Owns It? All right, title and interest in the Content, including any updates or revisions thereto, is and shall remain the exclusive property of Resolve, its content providers and their successors and assigns. Other than the limited license explicitly set forth in this Agreement, no interest in, or rights or licenses to the Content are granted to you and no interest in, or rights or licenses to the Content shall inure in or accrue to you, whether by implication, estoppel or otherwise. All rights of any kind in the Content which are not expressly granted in this Agreement are entirely and exclusively reserved to and by Resolve, its content providers and their successors and assigns.

--begin Plain English--
Though you are allowed to use the Content according to this Agreement, you still don’t actually own it – either Resolve or the people who originally created the Content still own it.
--end Plain English--


Objectionable Material. You understand that by using the Content, you may encounter material that some may be deem offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Content at your sole risk and that Resolve shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.


Technical Issues. On occasion, technical issues may delay or prevent delivery of your Content. Your exclusive and sole remedy with respect to Content that is not delivered within a reasonable period will be either replacement of such Content, or refund of the price paid for such Content, as determined by Resolve.


Limits on Liability. Resolve will not be liable to you for any special, indirect, consequential, punitive, or incidental damages (including, without limitation, damages for loss of profits, business interruption, loss of business information, or any other financial loss) arising out of the use of or inability to use the Content. That’s not our bag. RESOLVE’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PARTICULAR CONTENT. Your rights (and mileage) may vary from state to state.

--begin Plain English--
In the random, strange chance that you lose money while using the Content, the most we would pay you would be the amount you originally paid for that Content.
--end Plain English--


Indemnity. Apologies for the all caps. This is important.

YOU AGREE TO INDEMNIFY AND HOLD RESOLVE, ITS CONTENT PROVIDERS, AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND ASSIGNS, HARMLESS FROM AND AGAINST ANY CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES OR EXPENSES OF ANY KIND ARISING FROM YOUR USE OF THE CONTENT IN ANY FORM, ANY BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR YOUR NEGLIGENT ACT, OMISSION, OR WILLFUL MISCONDUCT, OR ANY ACTION TAKEN BY RESOLVE AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED.

--begin Plain English--
If you break this Agreement, or someone sues you, or you run up expenses that you think is our bag, it’s not. You agree to not blame us, The Man, or Your Mom.
--end Plain English--


Warranties and Liability Limitations, Yo. Again, apologies for the all caps. This stuff is important.

a. RESOLVE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR- FREE, AND YOU AGREE THAT FROM TIME TO TIME RESOLVE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

b. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL CONTENT ARE (EXCEPT AS EXPRESSLY STATED BY RESOLVE) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

c. IN NO CASE SHALL RESOLVE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, RESOLVE’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

d. RESOLVE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICE, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND RESOLVE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU OR YOUR MOM FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

e. RESOLVE DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND RESOLVE DISCLAIMS ANY LIABILITY RELATING THERETO. PRODUCTS CAN ONLY BE DOWNLOADED ONCE; AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.

--begin Plain English--
Regarding the last few above sentences… If, God forbid, your hard drives crash or munch all your Content, we and Your Mom are totally bummed… AND it’s still not our fault. Back your stuff up, good people.
--end Plain English--


No Responsibility for Third-Party Materials or Websites. Certain products and services available via the Service may include materials from third parties. In addition, Resolve may provide links to certain third party websites. You acknowledge and agree that Resolve is not responsible for examining or evaluating the content or accuracy of any such third-party material or websites. Resolve does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. Links to other websites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that Resolve is not in any way responsible for any such use by you.

--begin Plain English--
If we link to a website whose owner goes off the deep end and claims the moon is made of pepperoni… well, that’s kinda weird. AND don’t blame us. It’s not our fault.
--end Plain English--


Term and Termination. This Agreement shall be effective as of the earliest of the date you first download, install or use, the Content and shall continue in effect until terminated. Unless expressly waived by Resolve in writing, all license rights granted according to this Agreement will automatically end upon any breach of this Agreement. Upon termination of this Agreement for any reason, you shall immediately cease all use of the Content in any form. Any provisions in this Agreement that by their sense and context are intended to survive the termination of this Agreement shall survive such termination. Any cause of action that Resolve may have against you for breach of this Agreement prior to the date of termination shall survive such termination.

--begin Plain English--
Uh… the Agreement starts whenever you buy the Content. If you break the Agreement, your rights to the Content end. Send an email *now* to yourmom@editmentor.com and see what happens. Even if the Agreement has ended, Resolve still has rights. And our lawyers may still be able to Lay The Smack Down.
--end Plain English--


Privacy Policy. Except as otherwise expressly provided for in this Agreement, Editmentor is subject to the Privacy Policy available at www.editmentor.com, which is expressly made a part of this Agreement. If you have not already read the Privacy Policy, you should do so now.


Your Information. You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service. You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Resolve may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete. You agree that Resolve may store and use the Registration Data you provide (including credit card and PayPal account information) for use in maintaining your accounts and billing fees to your credit card or PayPal account.


User Account and Security.

a. Account and Password. As a registered user of the Service, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. Not even to Your Mom. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Resolve of any unauthorized use of your Account or any other breach of security. Resolve shall not be responsible for any losses arising out of the unauthorized use of your Account.

b. Security. You shall not access or attempt to access an Account that you are not authorized to access. Violations of system or network security may result in someone Laying The Smack Down.


Injunctive and Other Equitable Relief. You agree that the remedy at law for any breach or threatened breach of this Agreement by you would, by its nature, be inadequate, and that in such case Resolve will be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.

Resolve reserves the right to take steps Resolve believes are necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Resolve’s right to cooperate with any legal process relating to your use of the Content, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights) or as required by law. You agree that Resolve has the right, without liability to you, to disclose any Account information to law enforcement authorities, government officials, and/or a third party, as Resolve believes is necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Resolve’s right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Content is unlawful and/or infringes such third party's rights) or as required by law.

--begin Plain English--
Our lawyers, cool as they are, have no problem Laying The Smack Down. We respect your info and your privacy. There may be times when we need to share your info with 3rd parties as appropriate or required by law.
--end Plain English--


Assignment. You may not assign or otherwise transfer this Agreement or any rights hereunder without the prior written consent of Resolve. A transfer of controlling interest in any entity shall constitute an assignment.


Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.

--begin Plain English--
Depending on the situation, we would probably give you Free Stuff. Just kidding, that’s not what the above paragraph means at all. Seriously though, give us a good enough reason to give you Free Stuff, and we’d totally do it.
--end Plain English--


Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, US of A, without regard to California conflict of laws principles. The parties agree that any claim asserted in any legal proceeding by one party against the other shall be commenced and maintained exclusively in a state or federal court located within the county of Los Angeles, California, having subject matter jurisdiction with respect to the dispute between the parties (except that a judgment by such courts may be enforced by any court). Both parties hereby submit to the jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.

--begin Plain English--
Anybody who really wants to Lay The Smack Down has to do it in Los Angeles County.
--end Plain English--


Entire Agreement. This is the entire agreement between the parties with regard to the subject matter hereof. It supersedes all prior or contemporaneous agreements, understandings, or representations with respect to the Content.


And there it is. The Agreement in all its glory. Now stop reading and start editing.

Your Mom will be proud.