Akme Seller Terms of Service Agreement

This Akme Seller Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made between David+ Lincoln Productions, Inc. (“Akme,” “we,” “us,” or “our”) and you, our customer (“you” or “your”). This Agreement governs your use of Akme owned-and-operated websites, applications, and/or embeddable video players (collectively, the “Services”). This includes our Akme Livestream services.

Akme Sell Addendum

Please review our Seller Addendum, which also governs your use of the Akme Services, to understand our practices.


Notice: Section 11 of this Agreement contains a mandatory ARBITRATION AGREEMENT for certain privacy claims that you or Akme could assert. By using our Services and accepting this Agreement, you (1) agree to binding arbitration of these claims before a neutral arbitrator; and (2) waive your rights to go to court, have a jury hear your case, or participate as part of a class of plaintiffs with respect to such claims.

Content

1.          Acceptance

2.         Our services

3.         Accounts

4.         Subscription Plans

5.         Acceptable Use Policy

6.         Licenses Granted by you

7.         Your Obligations

8.         Term and Termination

9.         Disclaimers

10.        Limitation of liability

11.         Disputes, Arbitration, and Choice of Law

12.        General provisions

 

 

1. Acceptance

By creating an account, viewing videos, making a purchase, downloading our software, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.

If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.

We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.

This Agreement includes our Privacy Policy and the addenda listed in Section 12 below. Please review our Privacy Policy to learn about the information we collect from you, how we use it, and with whom we share it.

2. Our Services

Service License: Subject to the terms hereof, we grant you access to our Services. This includes the right to:

                 Stream videos that you have the right to view;

                 Upload, store, and/or live stream videos, subject to your plan;

                 Use all related functionality that we may provide.

Features: The features available to you will depend on your plan. We may change features from time to time.

Video Creation Tools: We may at our sole discretion allow you to use a third-party software product from Vimeo, Inc.: Vimeo Create, their video creation tools. Your use of Vimeo Create is governed by the Vimeo Create Addendum. We may provide links to and integrations with websites or services operated by others. Your use of each such website or service is subject to its terms of service and our Third-Party Service Addendum.

Transactions: We may offer digital goods for sale. Purchases of Akme On Demand virtual/digital products, tickets, and videos (Virtual product) are governed by our Akme On Demand Viewer Agreement.

Monetization: We may allow you to sell digital goods or earn money through advertising. Your sales of virtual product are governed by our Akme Seller Addendum.

Downloadable Software: We may offer applications for devices (“Apps”) directly or through third-party stores. Subject to your compliance with these Terms of Service, Akme grants you a limited, non-exclusive, non-transferable, revocable license to download and use the Apps. We may update Apps from time to time to add new features and/or correct bugs. You shall ensure that you are using the most recent version of the App that is compatible with your device. We cannot guarantee that you will be able to use the most recent version of the App on your device. Apps offered through third-party stores are subject to our Third-Party Service Addendum.

Developer Tools: We may offer application programming interfaces (“APIs”) that allow developers to build applications connected to our Services. Our APIs and related documentation are governed by our API License Addendum.

Enterprise Services: We may offer Services pursuant to an individually negotiated agreement. Enterprise services are governed by our Enterprise Terms.

Beta Services: We may invite you to try beta, pilot, or limited release features (“Beta Services”). By using any Beta Services, you agree that (a) Beta Services may be modified or discontinued at any time, may contain bugs or errors, and are not subject to uptime, support, or other service level commitments; and (b) you will provide timely feedback to Akme and only use the Beta Services for the purpose of providing such feedback.

Third Parties: We may provide links to and integrations with websites or services operated by others. Your use of each such website or service is subject to its terms of service and our Third-Party Service Addendum.

 

3. Accounts

Registration: You may create an account to use certain features we offer (e.g., uploading or live streaming videos). To do so, you must provide an email address. By creating an account, you agree to receive notices from Akme at this email address. You must keep your email address valid and current so that we are able to contact you.

Organizational Accounts: Corporate, governmental, and other organizational users must publicly display the legal name of their entity on their public account profile. If you are a government entity in the U.S., our Government Entity Addendum applies.

Age Requirements: You must be at least 16 years old or the applicable age of majority in your jurisdiction, whichever is greater, to create an account or otherwise use our Services. If you wish to use the Services for a commercial purpose, you must be at least 18 years old. Individuals under the applicable age may use our Services only through a parent or legal guardian’s account and with their involvement. Please have that person read this Agreement with you and consent to it before proceeding.

Parents and Guardians: By granting your child permission to use the Services through your account, you agree and understand that you are responsible for monitoring and supervising your child’s usage. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access.

Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials and may not share your account credentials with anyone. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

 

4. Plans

Plan Types: We offer free memberships to end-users, and we offer paid subscription memberships to event sellers, event hosts, performers, artists, actors, athletes, or other entities, collectively (Event Host).

Paid subscriptions allow an Event Host member that is certified by Akme to offer an event product in Akme to all Akme members, and to upload, stream or share content in the Event Host’s Akme event. All plan types including free memberships and paid subscription members are subject to Akme Conditions of Use addendum.

As an event host, you may purchase a “Self-Serve” plan (you sign up and pay online) or an “Enterprise” plan (you work with a sales representative and execute an individualized agreement). Advertised prices and features may change.


All Plan types – Reviews, Comments, Communications, and other content

All Akme plan types permit an Akme user to post reviews, comments, photos, videos, and other content; and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages.

Any Akme user of any plan type may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Akme reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant Akme a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicencable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display such content throughout the world in any media.

You grant Akme and sublicencees the right to use the name that you submit in connection with such content if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Akme for all claims resulting from content you supply. Akme has the right but not the obligation to monitor and edit or remove any activity or content. Akme takes no responsibility and assumes no liability for any content posted by you or any third party.

 

Paid Subscription Plan type and Event Reviews, Comments, Communications, and other content

Akme grants a limited license to the Event Host for the Event Host’s events to use the name of the account holder that submits content in connection with an Event Host’s event such as Reviews, Comments, Communications, or other content, if the Event Host chooses. Unless Akme indicates otherwise, Akme grants to the Event Host a limited license that is nonexclusive and royalty-free which includes the right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display such content throughout the world in any media.

The Event Host represents and warrants that it owns or otherwise controls all of the rights to content that the Event Host posts; that the content is accurate; that use of the content it supplies does not violate this policy and will not cause injury to any person or entity; and that the Event Host will indemnify Akme for all claims resulting from content it supplies. Akme has the right but not the obligation to monitor and edit or remove any activity or content. Akme takes no responsibility and assumes no liability for any content posted by an Event Host or any third party.

Free Member Accounts and Akme virtual products

Free Akme members cannot host an event in Akme but Free members may purchase an Akme virtual products or tickets (such as a “virtual product”) offered by an Akme Event Host to an event sponsored or hosted by the Event Host.

An Akme virtual product grants the purchaser a nonexclusive limited license to view the content posted within the Event Host’s Akme event and to post content in the Event Host’s Akme event for a limited duration as indicated at point of purchase and governed by our Akme Conditions of Use.

Free Akme account members may not submit content to an Akme event without an Akme virtual product that grants the purchaser or member holder a limited license to the Akme event and may not submit content that they did not create or play a material part in creating.

                 Akme VIRTUAL PRODUCT ACTIVATION TERMS: If an Akme member purchases an Akme virtual product to an Akme Event Host’s event, or transfers its purchase to another Akme member, the member holder of this Akme virtual product voluntarily assumes all risks and danger incidental to any event for which this product is issued and waives all claims against Akme, the event sponsor, the owner of the facility or event, the ticket producer or issuer. Admission to the virtual event is subject to compliance with all laws and event rules and the product holder consents to reasonable examinations and searches to ensure compliance. Failure to comply with the law or event rules may result in refusal of admission or expulsion. No unauthorized recording of event where prohibited.

                 Akme VIRTUAL PRODUCT DEACTIVATION TERMS: A virtual product for an Akme event grants the virtual product holder a nonexclusive limited license from the date of virtual product purchase to review the Akme event’s content and to post content in the Akme event. The limited license granted to the Akme virtual product’s member holder is deactivated based on the limited duration as indicated at point of purchase and governed by our Akme Conditions of Use.

 

Paid Subscription Accounts and Akme virtual products

An Akme certified Event Host may host an event in Akme and offer Akme virtual products to Akme members at a price per Akme ticket set and managed by the Event Host in US dollars. Akme reserves the right to revoke an Event Host’s certification that allows it to host an event in Akme at any time at Akme’s sole discretion.

As a certified event host, you may purchase a “Self-Serve” plan (you sign up and pay online) or an “Enterprise” plan (you work with a sales representative and execute an individualized agreement). Advertised prices and features may change. Your sales of virtual product are governed by our Akme Seller Addendum.

Virtual product terms and conditions:

                 If Akme sells a virtual product offered by an Event Host, the Event Host may change the start date and time for any Akme event at any time.

                 In the case where an Event Host cannot complete their Akme event at the designated date and time in Akme, for any reason whatsoever, the Event Host may delay the event to another date and time at its discretion.

                 Akme and the Event Host do not offer Akme virtual product refunds to Akme members for a delayed event since the member is granted a limited license to the purchased event’s content immediately upon ticket purchase until the delayed event completion date.


Subscription Fees
: As an Event Host, you must pay all subscription fees (plus any taxes) during your subscription period and any renewal periods. Our fees may include a fixed monthly or annual fee plus variable fees for transactions or usage. We may adjust fees from time to time. We will attempt to notify you in advance of any such fee changes prior to your next billing cycle. If you do not wish to accept a fee change, you may cancel your subscription in accordance with this Agreement.

Free Trials and Discounts: We may offer free-trial or discounted subscriptions to Event Hosts. When a free-trial period ends, your paid subscription begins (unless you have canceled) and you must pay the full monthly or annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

Refund Policy: Subject to the terms hereof, Self-Serve subscribers who purchase plans directly from Akme may cancel and receive a full refund of their initial purchase within thirty (30) days after purchasing an annual plan and five (5) days after purchasing a monthly plan. Our refund policy does not apply to:

                 In-app purchases;

                 Fees charged immediately after a free-trial period ends;

                 Attempted abuse of the refund policy (i.e., by subscribing and requesting refunds repeatedly);

                 Subscription renewals or migrations to other plans;

                 Fees other than annual or monthly subscription fees;

                 Requests made after the specified periods;

                 Customers who have breached this Agreement or whose accounts were terminated in accordance with our Copyright policy;

                 Customers who joined using a promotion that expressly disclaimed our refund policy;

                 Customers who have initiated a chargeback dispute; or

                 Enterprise plan customers.

Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew at the end of each subscription period unless canceled beforehand. Monthly plans renew for 30-day periods. Annual plans renew for one-year periods. You must pay the annual or monthly fee (plus any taxes) when each renewal period starts. Unused usage limits for the plan, if applicable, do not roll over.

How to Decline Renewal: Self-Serve subscribers may opt out of automatic renewal by changing their account settings. Enterprise plan customers may opt out according to the Enterprise Terms.  Any opt-out or notice of non-renewal will not affect the current subscription period. Akme may decline renewals.

Lapse Policy: When a subscription ends, the account will, at Akme’s option, revert to a free membership or will be deleted. Any content in the account may be deleted to comply with the limitations of the new account status. Akme shall not be responsible for the loss of any content. We may publish additional guidelines regarding the treatment of lapsed subscriptions. These guidelines describe current practices only and shall not require Akme to provide any level of post-subscription account status.

In-App Purchase: We may allow you to purchase subscriptions within Apps. When you make such “in-app” purchases, you will be billed by the app platform, not us. To turn off automatic renewal for subscriptions, access your platform’s account settings (not Akme’s). Our refund policy does not apply to in-app purchases. Any billing inquiries should be directed to the app platform.

Resale: You may not sell, resell, rent, lease, or distribute any plan or any other aspect of our Services to any third party unless authorized by us in writing. We may suspend or terminate accounts sold via authorized resellers for non-payment to the reseller or any violation of the restrictions set forth in this Agreement.


5. Acceptable Use Policy

We may allow you to create, upload, live stream, submit, or publish (collectively, to “submit”) content such as videos, recordings, images, and text (collectively, “content”). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 5. Akme may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Akme may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.

 

5.1 Copyright Policy

You may only upload or stream content that you have the right to upload or stream and share. Copyright owners may send Akme a takedown notice as stated in our Copyright Policy if they believe Akme is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.

 

5.2 Content Restrictions

You may not submit any content that:

                 Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);

                 Is sexually explicit or promotes a sexual service;

                 Is defamatory;

                 Is harassing or abusive;

                 Contains hateful or discriminatory speech;

                 Promotes or supports terror or hate groups;

                 Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;

                 Exploits or endangers minors;

                 Depicts or encourages self-harm or suicide;

                 Depicts (1) unlawful real-world acts of extreme violence, (2) vivid, realistic, or particularly graphic acts of violence and brutality, (3) sexualized violence, including rape, torture, abuse, and humiliation, or (4) animal cruelty or extreme violence towards animals;

                 Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices;

                 Contains false or misleading claims about (1) vaccination safety, or (2) health-related information that has a serious potential to cause individual or public harm;

                 Contains false or misleading information about voting or seeks to obstruct voting;

                 Contains (1) claims that a real-world tragedy did not occur; (2) false claims that a violent crime or catastrophe has occurred; or (3) false or misleading information (including fake news, deepfakes, propaganda, or unproven or debunked conspiracy theories) that creates a serious risk of material harm to a person, group, or the general public; or

                 Violates any applicable law.

 

Please see the Akme Guidelines for guidance on how we interpret these terms.

 

5.3 Code of Conduct

In using our Services, you may not:

                 Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);

                 Act in a deceptive manner or impersonate any person or organization;

                 Harass or stalk any person;

                 Harm or exploit minors;

                 Distribute “spam” in any form or use misleading metadata;

                 Collect personal information about others without their authorization;

                 Access another’s account except as permitted herein;

                 Use or export any of our Services in violation of any U.S. law;

                 Act in a manner that would subject Akme to industry-specific privacy regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Gramm-Leach-Bliley Act (GLBA);

                 Engage in any unlawful activity;

                 Embed our video player on or provide links to sites that contain content prohibited by Section 5.2; or

                 Cause or encourage others to do any of the above.

 

 

5.4 Prohibited Technical Measures

You will not:

                 Except as authorized by law or as permitted by us in writing: scrape, reproduce, redistribute, frame, mirror, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;

                 Remove or modify any logo, watermark, or notice of proprietary rights embedded on or in the Services or any output thereof without our permission;

                 Submit any malicious program, script, or code;

                 Submit an unreasonable number of requests to our servers; or

                 Take any other actions to manipulate, interfere with, or damage our Services.

 

5.5 Restricted Users

You may not use our Services if you:

                 are a terror or hate group or a member thereof;

                 have been designated by a U.S. agency as an entity that we may not contract with (e.g., a Specially Designated National); or

                 are subject to sanctions by a non-U.S. government such that we would be required to block your videos in a substantial number of countries in which we provide service.

You may not purchase goods or software services from us if doing so would violate any Canadian sanctions. You hereby make a continuing representation that you are in compliance with the foregoing restrictions.

 

5.6 Accessibility and Ratings

We provide means to allow you to include closed captioning in your videos. If required by applicable law, you must provide closed captioning in your videos.

We may allow you to filter videos based upon their user-defined content rating. We cannot guarantee that videos will be appropriately rated by others.

 

6. Licenses Granted by You

As between you and Akme, as an event host you own and will retain ownership of all intellectual property rights in and to the content you submit. In order to allow Akme to host and stream your content, you grant Akme the permissions set forth below.

 

 

6.1 Your Video Content

Subject to the terms hereof, by submitting a video or stream, you grant Akme permission to:

                 Stream the video to end users;

                 Embed the video on third-party websites;

                 Distribute the video via our APIs;

                 Make the video available for download;

                 Transcode the video (create compressed versions of your video file that are optimized for streaming);

                 Generate stills (i.e., “thumbnails”) from your video to represent it (if you have not selected one);

                 Automatically generate and display closed captions or subtitles from your video; and

                 Alter or enhance your video as directed by you.

By default, Akme has enabled the Vimeo video privacy setting and disabled downloading or embedding. By enabling access to your video to any third party, you grant each such person permission to stream (and/or download or embed, as applicable) your video. For the purposes of this Section 6.1, your video includes its title, description, tags, and other metadata.

The license period begins when you submit the video to Akme and ends when you or Akme delete it; provided that Akme may retain archival copies: (a) for a limited period of time in case you wish to restore it; (b) when the video is the subject of a takedown notice or other legal claim; or (c) when Akme in good faith believes that it is legally obligated to do so.

 

6.2 Akme Create Content

You may submit certain content to us for the purpose of creating a video using Vimeo Create. These submissions, and the resulting videos, are governed by the Vimeo Create Addendum.

 

6.3 Account Profile

You grant Akme permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account. Akme shall have the right to identify public profiles in its marketing and investor materials.

 

6.4 Feedback

You may provide comments, suggestions, or other feedback concerning our Services. You grant Akme a perpetual and irrevocable right and license to use, copy, transmit, distribute, publicly perform, and display such feedback in any manner without any compensation to you.

 

6.5 Scope of Licenses

All licenses granted by you in this Section 6: (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to Akme; rather, any breach of a term by Akme hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant (e.g., a Creative Commons license).

7. Your Obligations

7.1 Representations and Warranties

For each piece of content that you submit to or through Akme, you represent and warrant that:

                 You have the right to submit the content to Akme and grant the licenses herein;

                 Akme will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;

                 You have obtained appropriate releases (if necessary) from all persons who appear in the content;

                 The content does not, and will not, infringe any third party’s rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and

                 The content complies with this Agreement and all applicable laws.

7.2 Indemnification

You will indemnify, defend, and hold harmless Akme and its subsidiaries, parents, and affiliates, and their and our respective directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, arising from or relating to: (a) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.

 

8. Term and Termination

This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer. Paid accounts will continue for the subscription period and will renew in accordance with Section 4 above. With respect to users who do not have a subscription plan (i.e., free users), (a) Akme may terminate this Agreement at any time by providing thirty (30) days’ written notice, and (b) applicable users may terminate at any time by deleting their accounts.

If you breach this Agreement, Akme may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; (b) suspend, delete, or limit access to your account (and other accounts you control) or any content within it; and (c) to the extent permitted by applicable law, retain any amounts payable to you (which you forfeit). If Akme deletes your account for breach, you may not re-register.

In the event of any termination or expiration, the following sections will survive: Section 6.4 (Other Content; Feedback), Section 7.2 (Indemnification), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Disputes, Arbitration, and Choice of Law), and Section 12 (General Provisions).

 

9. Disclaimers

Akme PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own device and internet access.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, Akme DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, Akme makes no representations or warranties:

                 That our Services, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted or error-free, completely secure, or accessible from all devices or browsers;

                 That we will host, make available, or remove any specific piece of content;

                 Concerning any content submitted by or actions of our users;

                 That any geo-filtering or digital rights management solution that we might offer will be effective;

                 That we comply with the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or any other industry-specific privacy obligations;

                 That our Services will meet your business or professional needs;

                 That we will continue to support any particular feature or maintain backwards compatibility with any third-party software or device; or

                 Concerning any third-party websites and resources.

 

10. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) Akme SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF Akme HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) Akme’S TOTAL LIABILITY TO YOU, EXCEPT FOR Akme’S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO Akme OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

 

11. Disputes, Arbitration, and Choice of Law

If you are dissatisfied with our Services for any reason, please contact us first so that we can try to resolve your concerns without the need for outside assistance.

11.1 Choice of Law

Any disputes relating to this Agreement or your use of our Services will be governed by the laws of Ontario and Canada (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law. The arbitration agreement set forth in Section 11.3 will be governed by the Arbitration Act.

11.2 Choice of Venue for Litigation; Jury Trial Waiver

Except for matters that must be arbitrated (as set forth below), you and Akme agree that any action relating to this Agreement or your use of our Services must be commenced in Ontario courts; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, Akme AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

11.3 Arbitration of Privacy Claims; Class Action Waiver

The exclusive means of resolving any Covered Privacy Claim (defined below) shall be BINDING ARBITRATION. The arbitration will be administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures, as modified by our Arbitration Procedures. If you are a consumer, as defined by JAMS in its Consumer Minimum Standards, you may request that the arbitration hearing be conducted in the area in which you reside. Otherwise, the hearing (if any) shall take place in Ontario. EACH PARTY WAIVES ITS RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY COVERED PRIVACY CLAIM.

Overview: Arbitration provides a private dispute resolution process that is usually more streamlined and less formal than litigation. In an arbitration, your rights will be determined by a neutral third party called an arbitrator, and not a judge or jury. Both you and Akme are entitled to fundamentally fair proceedings at every stage of the arbitration, including the hearing. The arbitrator will decide all issues relating to the dispute, including the question of arbitrability, and can grant any relief that a court could grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see our Arbitration Procedures.

Definitions: A “Covered Privacy Claim” means any dispute or claim arising out of or relating to (a) Akme’s collection, use, storage, analysis, or transfer of your Personal Information; (b) an alleged breach of our Privacy Policy; (c) an alleged data breach or unauthorized disclosure of data or content; or (d) an allegation that Akme failed to comply with any privacy or data security right or obligation. “Personal Information” means any information about you, including your registration information (e.g., email address), payment information, location information, device information, biometric identifiers or information, IP address, and your activities (including viewing and search history), but does not include content that you upload (except to the extent the content contains personal information about you).

Small Claims Court Exception: Notwithstanding the above, each party has the right to bring an individual Covered Privacy Claim against the other in a small claims court of competent jurisdiction pursuant to Rule 1 of JAMS’ Minimum Consumer Standards. If one party files an arbitration that could be litigated in such a small claims court, the responding party may request that the dispute proceed in small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed. If requested after the appointment of the arbitrator, the arbitrator shall administratively close the arbitration so long as the proceedings are at an early stage and no hearing has occurred.


12. General Provisions

Reservation of Rights, Severability: Akme reserves all rights not expressly granted herein. Akme’s rights and remedies are cumulative. No failure or delay by Akme in exercising any right will waive any further exercise of that right. If any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed.

Force Majeure: Akme will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within Akme’s reasonable control, whether or not foreseeable (each a “force majeure event”). In the event of a force majeure event, Akme shall be relieved from full performance of the contractual obligation until the event passes or no longer prevents performance.

Relationship: You and Akme are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other. This Agreement binds the parties and their successors, personal representatives, and permitted assigns. You may not assign this Agreement to any person whose account has been terminated by Akme or who is prohibited from registering; any such assignment will be void. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.

Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of Akme. If you have a signed agreement with Akme, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.

The English version of this Agreement shall control. For convenience, we may provide translated versions of this Agreement.

Addenda: This Agreement incorporates the following documents (and no others) by reference:

                 Privacy Policy

                 Cookie Policy

                 Copyright Policy

                 Government Entity Addendum

                 Third-Party Service Addendum

                 Vimeo Create Addendum

                 Akme On Demand Viewer Agreement

                 Seller Addendum

                 API License Addendum

                 Arbitration Procedures

                 Enterprise Terms

 

Notices: You must send any notices of a legal nature to us by email or at:

David+ Lincoln Productions, Inc.

Attention: Legal Department

1801 – 1 Yonge Street

Toronto Ontario, M5E 1W7

Canada

Last Updated: January 9, 2024