Welcome to www.flockstar.co website (“Website”), licensed and operated by The Marketing Arm Inc. (“Company”), a Delaware limited liability company with offices at 1999 Bryan St., Ste. 1800, Dallas, Texas 75201, which, among other things, provides a crowdsourcing and networking service for amateur and professional creatives (the “Flockstar Service”).
2. Registration and Passwords. To create a Flockstar account, You must receive an invitation from Flockstar’s Commuity Manager. This invitation will include a unique link to a registration page that will ask You to register with Flockstar by providing Your e-mail address and prompting You to create a password. When Your account is approved you will receive an e-mail from the Flockstar Community Manager confirming Your registration. You may update Your registration information by visiting Your profile page on the Website. Your registration information must be current at all times. You are limited to one (1) Flockstar account and Your account must be Your account only and may not be accessed by multiple persons. Any duplicate or shared accounts are subject to cancellation, and all Flockstar Rewards (defined below) accumulated in duplicate or shared accounts will be void and forfeited. You may not use the Flockstar Service to impersonate any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person’s username, password, or other personal information.
You are entirely responsible for maintaining the confidentiality of Your login, password and Your account and all activity made by You or anyone who uses Your Flockstar account. You further agree to safeguard Your login and password from access by others. You are entirely responsible for the security of Your login and passwords and will be solely liable for any use or unauthorized use under such login or passwords.
5. Rights to Content:
A. Flockstar Content. All content provided via the Website and/or Flockstar Service, including without limitation the Assignments, briefs, information and other materials and all elements thereof and all materials incorporated therein, including without limitation text, graphics, images, taglines, slogans, designs or product and brand names, logos, trademarks, copyrighted material, buttons, icons, software and other content (collectively, “Flockstar Content”) and the collection, arrangement and assembly of all Flockstar Content, are and/or may be protected under copyright, patent, trademark and other laws. As between You and Company, all Flockstar Content is Company’s exclusive property. Unauthorized use of Flockstar Content may violate copyright, patent, trademark, and other laws. You shall not copy or adapt the code that Company creates to generate any Flockstar Content or the pages making up the Website, which is also protected by Company’s copyright.
B. Member Content. You will be able to participate in the Flockstar Service in a variety of ways, including without limitation creating and updating Your profile information, uploading Member Intellectual Property (defined below), and creating, uploading and/or submitting a Submission. All drawings, sketches, artwork, presentations, writings, photography, videos, films, digital materials, ideas, concepts, designs, text, plans, comments, other copyrightable material and all other results and proceeds of your Submissions that you conceive, develop, produce or procure in connection with any Assignment at any time, including, without limitation, all elements thereof and all materials incorporated therein and all preliminary or other copies thereof, whether such materials and elements were conceived or created by you individually or jointly, and whether such materials and elements are included in or related to any initial Submission you may make shall all be collectively referred to herein as “Member Intellectual Property” or “Member Content”. The rights to any Member Intellectual Property within Your Submission for an Assignment shall be governed by the Official Rules, Assignment Rules and/or other documentation relating to that specific Assignment. Subject to any further rights granted in the Assignment Rules or Official Rules, You grant to Company, and its representatives, affiliates, licensees, successors and assigns, the non-exclusive, irrevocable, royalty free, right and license to use, exhibit, display, broadcast, copy, reproduce, encode, compress, encrypt, incorporate data into, rebroadcast, transmit, record, publicly perform, create derivative works of, distribute and synchronize in timed relation to visual and aural elements, and otherwise exploit, any Member Intellectual Property posted, uploaded or otherwise sent to the Website by You, and/or any portions or excerpts thereof, in any manner, including advertising, promoting and publicizing Company and its clients, an unlimited number of times, in any and all media, now known or hereafter devised, in perpetuity, throughout the world, without any additional liability, obligation or additional payment of any kind to You or any third party.
You represent and warrant that any Member Intellectual Property that you submit to Company via the Website, Flockstar Service or otherwise in relation thereto: (i) shall be original to You and created solely by You; (ii) does not infringe upon or violate the intellectual property or any other right of any other person or entity, and will not give rise to any claim of privacy or publicity, or infringe on any copyrights, trademarks, trade secrets, patents, or other intellectual property rights or any rights or interests of any third party or give rise to any claims for any payment whatsoever, (iii) does not constitute libel, slander, defamation, disparagement, plagiarism, piracy or idea misappropriation under implied contract and (iv) You have not previously granted any rights to such Member Intellectual Property to any other person or entity. You further represent and warrant that use of Your Member Intellectual Property by Company or Client in any manner, media or venue whatsoever, including, without limitation, for purposes of advertising and promotion of Client’s products and services, shall not violate any third party rights.
C. Content Posted by Other Users. Company is not responsible for, and does not endorse, any content or any opinion, recommendation, or advice expressed by others in any posting made by other users on the Website or Flockstar Service. Under no circumstances shall the Flockstar Entities (as defined below) be held liable, directly or indirectly, for any loss or damage in connection with any content posted by a third party on the Website or via the Flockstar Service. If you become aware of misuse of the Website or the Flockstar Service by any person, please contact Company at firstname.lastname@example.org. Flockstar Content and Member Content are collectively referred to herein in “Content”.
D. Copyrights and Trademarks of Website. All materials included on the Website including but not limited to text, design, graphics, interfaces, or code and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright laws, and is the intellectual property of Company and/or its Clients, unless otherwise noted or attributed. Flockstar, Flockstar Rewards, and the Flockstar logo are trademarks and service marks of Company. You may download, view, email, copy and print Flockstar Content and Assignment materials from the Website, subject to the following: (1) the materials may be used solely for involvement in Assignments or personal, informational, non-commercial purposes; and (2) the documents may not be modified or altered in any way. Except as expressly provided herein and in the Official Rules and applicable Assignment Rules, You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, distribute, modify, remove or create derivative works of any information from the Website and/or Flockstar Service in whole or in part without the prior written permission of Company.
Taxes. All taxes applicable to any winning Submissions will be solely Your responsibility. Iif the actual value of prizes received by You from Company exceeds $600 in any calendar year, Company will issue an IRS Form 1099 in Your name and You will be required to complete and submit an IRS Form W-9 with Your full Social Security Number, or the equivalent thereof, for proper reporting to the IRS***. In the event a Flockstar employee wins an Assignment, the actual value of the Prize will be included in the employee’s IRS Form W-2 and subject to standard withholdings.
i. violates or infringes any patent, trademark, trade secret, copyright, right of publicity, right of privacy or any other right of any other person or entity or any law or contractual duty;
ii. is false, misleading, untruthful or inaccurate;
iii. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, illegal, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by Company in its sole discretion;
iv. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
v. contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party;
vi. involves commercial activities (whether or not for profit) and/or sales such as contests, sweepstakes, barter, advertising, or pyramid schemes, unrelated to an Assignment or Flockstar;
vii. includes anyone’s identification documents or sensitive financial information; or
ix. violates or attempts to violate the security of the Website, including without limitation (a) accessing data not intended for You or logging into a server, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures or using any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on any the Website, © using a password or access code not issued to the Member.
11. WARRANTY DISCLAIMER & RELEASE: THE WEBSITE, FLOCKSTAR SERVICE, AND CONTENT AND OTHER MATERIALS ACCESSED OR PROVIDED BY THE WEBSITE AND/OR FLOCKSTAR SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE FLOCKSTAR ENTITIES (DEFINED BELOW) DO NOT WARRANT THAT THE WEBSITE AND/OR FLOCKSTAR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, THE FLOCKSTAR SERVICE, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER COMPANY NOR ANY OF ITS RESPECTIVE SUBCONTRACTORS, LICENSORS OR CLIENTS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF WEBSITE, FLOCKSTAR SERVICE, OR ASSIGNMENTSIN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT THE FLOCKSTAR ENTITIES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO YOUR SYSTEM.
COMPANY, FLOCKSTAR AND ITS SUBCONTRACTORS, LICENSORS, CLIENTS, ADVERTISING AGENIES, PROMOTION AND ADMINISTRATION AGENCIES, AND THEIR RESPECTIVE PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY “FLOCKSTAR ENTITIES”) ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF ITS MEMBERS AND OTHER THIRD PARTIES, AND YOU RELEASE THE FLOCKSTAR ENTITIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN: (I) ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH MEMBERS AND THIRD PARTIES, AND (II) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE WEBSITE, FLOCKSTAR SERVICE AND/OR CONTENT. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
13. LIMITATIONOF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL THE FLOCKSTAR ENTITIES BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, FLOCKSTAR SERVICE, CONTENT AND OTHER MATERIALS, OR ANY PRODUCTS OR SERVICES PROVIDED THROUGH THE WEBSITE OR FLOCKSTAR SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY TO YOU BY ANY OF THE FLOCKSTAR ENTITIES OR THE FLOCKSTAR ENTITIES CUMULATIVELY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO COMPANY, IF ANY, FOR ACCESSING THE FLOCKSTAR SERVICE.
14. Confidentiality. You are responsible for maintaining the confidentiality and all uses of Your Flockstar account, and password whether or not authorized by You. You agree to immediately notify Company of any unauthorized use of Your account or password. Further, You acknowledge that during Your membership with the Flockstar Service, You may receive and have access to confidential information marked as “Confidential” or reasonably understood to be confidential based on the circumstances of its disclosure, including but not limited to current and future product information, trade secrets (as determined by applicable law), technical or financial information, forecasts, website design, web hosting, ideas, concepts, reports, methods, strategies, plans, documents, drawings, tools, models, inventions, and patent, trademark, and copyright disclosures of Company and/or its Clients (collectively “Confidential Information”). You agree that You will not disclose any Confidential Information, directly or indirectly, or use any of the Confidential Information in any manner, either during the Assignment Period (defined in the Official Rules) or at any time thereafter, except for the purpose of creating a Submission or otherwise participating in the Flockstar Service. For clarification, Company and its Clients shall continue to be the exclusive owner of all right, title, and interest in, all patents, copyrights, trade secrets, trademarks, and proprietary rights in, any Confidential Information disclosed by Company and its Clients through the Website. You shall not retain any copies of the Confidential Information without Company’s prior written permission. Upon the expiration of the Assignment Period (defined in the Official Rules), or whenever requested by Company, You shall immediately destroy or deliver to Company any and all such files, records, documents, specifications, information, and other items in Your possession or under Your control.
16. Member Communications. You give Company the right and permission to periodically contact You with information, updates, Assignment opportunities and special offers via email. Assignments may be offered to Members based on various demographic and profile characteristics, depending on the applicable Client’s needs and objectives, as well as previous performance and/or certain levels of Flockstar Rewards. You are solely responsible for Your interactions and communication with other Members.
17. Digital Millennium Copyright Act (“DMCA”) Notice. Company is committed to complying with U.S. copyright and related laws, and we require You to comply with these laws. Accordingly, You may not disseminate any material or content using the Flockstar Service in any manner that constitutes an infringement of third party rights, including rights granted by U.S. copyright law. Owners of copyrighted works or other third party rights who believe that their rights under U.S. copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. It is our policy in accordance with the DMCA and other applicable laws to reserve the right to terminate the rights of any Member to access the Flockstar Service if any such Member is either found to infringe third party copyright or other third party rights, including repeat infringers, or who we believe, in our sole discretion, is infringing these rights. Upon our receipt of a proper notice of claimed infringement under the DCMA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content at issue. Our designated agent (i.e., the proper party) to whom you should address such notice is Agency Counsel at either 1999 Bryan St., Ste. 1800, Dallas, TX 75201 or email@example.com.
If you are a copyright or third party rights owner and believe that any Content on the Website infringes upon your copyright or third party rights, you may submit a takedown request by providing Company with the following information in writing:
· A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
· Identification of the copyrighted work or other third party right claimed to have been infringed, or, if multiple copyrighted works or other third party right are claimed to be infringing, a representative list of such works at that site;
· Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Company to locate the material;
· Information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and, if available, an electronic mail;
· A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner or third party rights holder, its agent, or the law; and
· A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
18. Flockstar Rewards
Flockstar Rewards will be posted to a Member’s account upon completion of the applicable activity and after validation by Company. You are responsible for ensuring that the correct amount off Flockstar Rewards are properly posted, and Company shall not be held liable for any errors regarding Flockstar Rewards. Company, in its sole discretion, reserves the right to adjust the amount of Flockstar Rewards awarded, past, present or future, for Flockstar Rewards activities, without liability or notice to Members, and reserves the right to adjudicate all Flockstar Rewards discrepancies or disputes. Company may change or remove any of the Flockstar Rewards activities, at any time, with or without notice to Members.
21. Effective Date: This Agreement is effective and was last updated on January 1, 2015.