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Terms & Conditions

Sherwood Studios is operated by Sherwood Studios Group, LLC.

Sherwood Studios End User License Agreement.

The following terms of service comprise our end user license agreement with you (“EULA” or “Terms of Use”) regarding the terms under which our Services (as defined below) may be used.  

1. DESCRIPTION OF SERVICE AND ACCEPTANCE OF TERMS (TOS)

Sherwood Studios Group, LLC ("Sherwood Studios", "we," or "us"), its subsidiary and affiliated companies maintain this and related platforms/websites, content and apps.  Sherwood Studios provides an online video service which gives users the opportunity to select from various offerings of live, on-demand, & pay-per-view programming, including television shows, movies, music, clips, photos, text, interactive features, metrics, and other content (collectively, the "Content"). Our video service, the Content, our player for viewing the Content (the "Video Player") and any other products, features, tools, materials, and other services are offered through a variety of “Known Media”, referred to collectively as the "Services". The term Known Media collectively refers to the (i) Sherwood Studios website website (the "Sherwood Studios Site") or any Sherwood Studios application, and (ii) applications, websites or other places where any Content is available, including other websites, applications of Sherwood Studios’s third-party distribution partners, and other mediums the Video Player is available.

Use of the Services (including access to the Content) is subject to compliance with these Terms which incorporate by reference our Privacy Policy available at Privacy Policy (Privacy Policy) ("Privacy Policy") and any end user license agreement from third parties, e.g., third party services that may be made available through the Services or through which the Content or Video Player is made available or accessible . Therefore, by accessing or using any of the Services through any Known Media (including by visiting the Sherwood Studios Site or by downloading or launching the Sherwood Studios application), you accept and agree to these Terms. If for any reason you do not agree with all of the terms, please discontinue using the Services immediately. Please note that if you purchase a Service that is available through a third-party website or application, your access to and use of our Service will be subject to additional terms and limitations imposed by that third party, even if not specific to our Service.

2. CHANGES TO THE TERMS OF USE

We may change these terms at any time by amending these Terms of Use. We encourage you to review the Terms of Use periodically before using the Services.  If you continue to use the Services after we modify or amend any of the terms in the Terms of Use, your use indicates your agreement to the new Terms of Use.  However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction and Arbitration sections below will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on our website and Apps. To assist you in reviewing the Terms of Use, we will make the most recent version available on our website and Apps and we will indicate at the top of the Terms of Use the most recent date when they were modified. Therefore, it is important that you read this page regularly to ensure you are familiar with the most updated Terms of Use. If you do not agree to the changes, you should not continue to use the Services.

3. PRIVACY POLICY

By using any of the Services, you are agreeing to the terms of Sherwood Studios’s privacy policy (Privacy Policy) and the collection, use and sharing of information, including without limitation your personal information, described therein.

4. REGISTRATION, ACCESS & USE OF SERVICES

Some of the Services may provide you with the opportunity to register by creating a user account in order to enable certain features or receive certain information. Sherwood Studios will use the information you provide in accordance with Sherwood Studios's Privacy Policy. By registering, you represent and warrant that all information that you choose to provide is current, complete and accurate. You agree to maintain and promptly update such information as necessary, so that it remains current, complete and accurate. If the registration process requires you to create and use log-in credentials such as an email address or user name along with a password, you acknowledge and agree that Sherwood Studios may rely on the subsequent use of your log-in credentials, even if not by you, to provide access to your account and the information you have provided. You are responsible for all use of your account, regardless of whether you authorized such access or use, and for ensuring that all use of your account complies fully with these Terms of Use.

4.1 Age Limitations.  The Services are designed to be of interest and service to users ages 13 and older. If you are under 13 years of age, you may use the Services only with the permission and under the supervision of your parent or guardian.

NOTICE TO PARENTS AND GUARDIANS: You may set the Parental Control in Your Account so that content which might be inappropriate for children under 18 is restricted.  Sherwood Studios relies on the representation of third parties providing content regarding age or other limitations, but makes no independent representation as to the accuracy of such third party representations.  If you have questions about whether any of the the Services, or Content thereon, is appropriate for your child, contact us at stephen@sherwoodstudiosgroup.com (subject line: “Sherwood Studios”).

WARNING FOR PARENTS AND GUARDIANS: Even if your child or guardian is old enough to use the Services, some of the Content available within the Services may not be appropriate for them. Some Content may contain “R-rated” material or be designated for “Mature Audiences”, e.g., contains nudity, profanity, and mature subject matter.    Sherwood Studios relies on parents and guardians to self-monitor or limit the materials made available via their accounts.

4.2 Ownership and License. Sherwood Studios owns, or has a license to use, and, as between you and Sherwood Studios, retains all of its rights, to the Services. The Services and the Content therein, including the sequence and "look and feel" and arrangement of the items, are protected by copyright, trademark, and other intellectual property laws. Use of the Services do not grant any ownership rights to any aspect of the Service (including any Content therein). Sherwood Studios grants you a non-exclusive, non-assignable, non-transferable, and limited license to use the Services, including accessing and viewing the Content on a streaming-only basis through the Video Player, for personal, non-commercial purposes as set forth in these Terms. The periods during which you can view each piece of Content will vary based on the rights availability of such Content and the terms of your purchase. The Services may include different Content offerings, features, and usage rules, which may or may not be in other materials made available to you.

4.3 The content - Usage rules & limitations.  Sherwood Studios allows you to view or otherwise access original Sherwood Studios or third party Content.  “Content” includes, but is not limited to, text, graphics, photos, sounds, audio, and videos in the form of, by way of example and not limitation, news reports, events, podcasts, videos, and music. The availability of such Content may change and not all Content is available in all formats. Use of the Content is subject to the license grant for Sherwood Studios, but in addition, shall remain non-transferable and may be subject to additional license grant terms set by the respective third party licensor(s). Third-party Content is protected by copyright and other intellectual property law and belongs to the respective owner(s) or licensor(s). These Terms of Use do not grant any rights in such Content  to copy , distribute, prepare derivative works, publicly display, or otherwise use any Content, except as viewed and authorized hereunder. You are expressly prohibited from engaging in or facilitating the unauthorized sharing or distribution of Content.

1. Content Subjectivity. Content tends to elicit varying reactions among different people. You may come across Content that you find offensive, indecent, explicit or objectionable. Also, Content types, genres, categories, and descriptions are provided as suggestions to help with navigation, and Sherwood Studios does not guarantee that you will agree with them. You acknowledge that Sherwood Studios makes no guarantees regarding such Content or related information and accept these risks. 2. Content Quality. Sherwood Studios uses various technologies to provide you with an optimal viewing experience. As such, the quality of Content, including resolution, may be affected by the format of the Content, your location, the speed and bandwidth of your internet service, and the devices used, among other factors. High definition (HD) availability for certain Content depends on your internet service and device capabilities. The time it takes you to begin playing Content will vary based on a number of factors, including your location, internet bandwidth, the number of devices simultaneously connecting to the same network, the Content you have selected, and the configuration of the device you are using. As a result, Sherwood Studios is unable to make any warranties about the Content in these respects. 3. Support. These Terms of Use do not entitle you to any support or installation service (collectively, “Support””).  Any such Support that may be made by Sherwood Studios, in its sole discretion, shall be subject to separate terms and conditions with Sherwood Studios.  Sherwood Studios decision to provide Support does not mean that Sherwood Studios has any continuing obligation to do so, unless expressly agreed in such separate terms and conditions. 4. Sherwood Studios platform updates. Sherwood Studios may, but is not obligated to, update the platform with updates, upgrades, enhancements, improvements, additions, new or incremental features or functionality of and generally made available through the platform (as determined by Sherwood Studios in its sole discretion), or modifications that are provided as part of product support and any other support or maintenance services that Sherwood Studios provides as part of or otherwise in connection with the platform (collectively, “Sherwood Studios UPDATES”). It may require temporary interruption of service. In some instances, you may be required to consent to or to agree to use and implement an applicable Sherwood Studios Update in a timely manner, including, without limitation, as a means to protect the platform from unauthorized use, content, or data. If you decline a Sherwood Studios Update, you may not be able to use or access the platform (in whole or in part), and Sherwood Studios shall have no responsibility or liability for any continued use. Unless otherwise indicated, references to the platform include any Sherwood Studios Updates. 5. USER CONTENT AND ACCEPTABLE USE. Distribution of User Content may be subject to third-party rights. You agree that by using Sherwood Studios you will not upload, post, display, or transmit any of the following:

1) anything which defames, harasses, threatens, offends, or in any way violates or infringes on the rights (including, without limitation, patents, copyrights, or trademark rights, publicity or privacy) of others; 2) anything which may damage, lessen, or harm the goodwill or reputation of Sherwood Studios, Sherwood Studios and its services; 3) anything which involves the impersonation of any other person or entity; 4) anything which constitutes viral or harmful programming code, files, or software; 5) anything that involves accessing the Services (including the Content) through any automated means, which includes “robots”, “spiders”, or “offline readers”; 6) anything which constitutes junk mail, spam, or unauthorized advertising;  7) anything which constitutes a solicitation or advertisement for goods or services; or 8) anything which is unlawful.

6. Sherwood Studios reserves the right to establish additional practices, parameters, and limits in its sole    discretion concerning the display or availability of any User Content. Further, Sherwood Studios shall not have any obligation to incorporate or utilize any User Content, including without limitation any content that does not meet Sherwood Studios’s technical or usage practices, parameters, and limits. 7. PERMISSION TO USE USER CONTENT AND FEEDBACK.

You retain any ownership rights you have in the User Content you make available to Sherwood Studios and/or Sherwood Studios. However, by submitting or making available any type of User Content, you automatically and hereby grant to Sherwood Studios a royalty-free, perpetual, worldwide, transferable, sub-licensable and non-exclusive right and license to exploit, use or act on any such User Content. The rights you grant are limited to the purpose of providing and operating the business associated with Sherwood Studios or these Services. You specifically acknowledge that the Sherwood Studios facilitates distribution of the User Content, and as a part of the foregoing grant, you permit any user with whom you share content a non-exclusive license to access and use the User Content  as permitted through the functionality of Sherwood Studios. You represent that you have all necessary rights to make the foregoing grants and to otherwise make User Content(s) available to Sherwood Studios and for (and through) Sherwood Studios.

FEEDBACK.  You further agree that Sherwood Studios and its affiliates are free to use for any purpose whatsoever ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback or content or User Content, whether or not:  posted in response to, as a supplement to, or in association with any other content available on or in connection with the online services (“Feedback”), whether oral, written or video/multimedia, that you may send to Sherwood Studios or its affiliates. You acknowledge and agree that you have no expectation of notice, compensation or confidentiality of any nature, and that Sherwood Studios has no duties to you, with respect to such Feedback.

8. NO PRE-SCREENING OF USER CONTENT; REMOVAL. Sherwood Studios is not responsible for pre-screening or editing your or any other user’s User Content, support forum posts, or any other communications and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any such content or communications. Moreover, Sherwood Studios does not endorse, oppose, or edit any opinion or information provided by you or another user (unless separately and expressly provided by Sherwood Studios) and does not make any representation with respect to, nor does it endorse the accuracy, integrity, quality, acceptability, completeness, timeliness, lawfulness, suitability, or reliability of any User Content or communications displayed, uploaded, or distributed by you or any other user. You also acknowledge that Sherwood Studios has no control over the extent to which any idea, content, or information may be used by any party or person once it’s posted, shared, or displayed. Nevertheless, Sherwood Studios reserves the right to take any action within its control with respect to any User Content (or parts thereof), support forum posts, or any other communications, including without limitation, the right to take down or notify authorities.  Without limiting the foregoing, Sherwood Studios may, but is not obligated, to take action any action  Sherwood Studios reasonably believes is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this TOS, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to user support requests; (v) protect the rights, property, or safety of Sherwood Studios, its users, or the public; or (vi) address any act or omission that Sherwood Studios believes in good faith violates these Terms of Use and/or is, or is potentially, unlawful or harmful to Sherwood Studios, its services, or goodwill. 9. LICENSE GRANT RESTRICTIONS. These Terms of Use ar only a license and not an assignment or sale. Sherwood Studios transfers no ownership or intellectual property interest or title in and to the platform to you or anyone else. Further, Sherwood Studios reserves all rights not expressly granted by these Terms of Use. Accordingly, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense (other than to authorized users ), transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein (or by Sherwood Studios) the platform. These Terms of Use do not grant any right to modify any Services, Content, or Software or provide a right or license in or to any third-party executable module(s) or accessible content beyond the limited and express grant herein. 10. “Software” means any code that you obtain or provide and that accesses or calls any code provided by Sherwood Studios as part of the platform including, but not limited to, plug-ins for the Sherwood Studios, channel plug-ins, metadata agents, and client applications that communicate directly or indirectly with Sherwood Studios infrastructure. You are responsible and liable for any Software that interfaces with the Services (“Interfacing Software”), including any data collection that may be undertaken or occur through the such interfacing Software. Sherwood Studios encourages the implementation and adherence of data collection and use practices substantially similar to those articulated in the privacy policy of Sherwood Studios. By making, or assisting others in making, available any Interfacing Software, you hereby grant Sherwood Studios a worldwide, non-exclusive, perpetual, transferable, and royalty-free right and license to use (including testing, hosting, and linking to), copy, publicly perform, publicly display (including screenshots), reproduce in copies for distribution, market or promote (as a part of the Sherwood Studios platform or other services of Sherwood Studios), and distribute the copies of any Interfacing Software (or its associated name).

In connection therewith, you hereby agree to provide and include (or link to) a privacy notice summarizing practices consistent with the privacy policy of Sherwood Studios and include in the source code of the Interfacing Software a copyright notice of the form: Copyright © <year> <copyright holders>. Any data collection by Sherwood Studios shall be in a manner consistent with Sherwood Studios’s privacy policy. Subject to the inclusion by Sherwood Studios of this notice (if first provided to Sherwood Studios by you), you grant, and authorize Sherwood Studios to grant on your behalf, if necessary, a license, free of charge, to any person obtaining a copy of the Interfacing Software and associated documentation files from Sherwood Studios, to deal in the Interfacing Software without restriction, including, without limitation, the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Interfacing Software, and to permit persons to whom the Interfacing Software is furnished to do so. You represent and warrant that you have all rights necessary to make the foregoing grants, and you further agree that you will use and integrate the Interfacing Software in a manner consistent with acceptable use of the platform pursuant to these Terms of Service. You may notify us (email stephen@sherwoodstudiosgroup.com) if you do not wish for Sherwood Studios to use the Interfacing Software that was created by and is owned by you. Any such notification must include all requested information and representations (as indicated by Sherwood Studios). Sherwood Studios will comply with such a proper request and cease its own use of the Interfacing Software upon at least thirty (30) days after receipt of the request to comply. Sherwood Studios, however, shall not be obligated to confirm removal or cessation of the Interfacing Software by you or others (including authorized users)..

10. BILLING

10.1. Fees. While we currently offer access Services and Content at no cost, we may make available fee-subscription and/or one-time pay per view events in connection with the Services. You will be charged for fee subscription services at the time of sign-up (or as provided at the time of sign up) and for pay per view events at the time of purchase.  The cost, subscription term, available trial period, renewal information (if applicable) and permitted payment methods will be specified at the time of the order.  We will give you advance notice of these changes, but we will not be able to notify you of changes in any applicable taxes.

10.2 Payment Method. Unless otherwise indicated, you will be required to provide a credit card or other payment method accepted by Sherwood Studios, as may be updated from time to time ("Payment Method"). If Sherwood Studios accepts payment in cryptocurrency, the ‘value’ of the payment will be the value of the currency at time of each transaction related to the purchase.  We will charge your Payment Method a corresponding fee to the Services purchased by you and any applicable taxes (including VAT in certain countries). You are solely responsible for any and all fees charged to your Payment Method. When you provide a Payment Method, we may attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced.

10.3 Billing Holds. In the event of a failed attempt to charge to your Payment Method (e.g. if your Payment Method has expired), we reserve the right to retry billing your Payment Method. We may suspend or cancel your access to the Services if we remain unable to successfully charge a valid Payment Method. We also reserve the right to pursue any amounts you fail to pay fees owed to us, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.

10.4 No Refunds. Payments are nonrefundable, except or unless as explicitly set forth at the time payment is collected. You will not receive a credit, including for partially used Services.

10.5 Third-Party Billing. You may choose to be billed for, or receive access to, the Services through a third-party, in which case, your billing relationship will be directly with that third-party, additional terms may apply, and Service offerings may be limited. If you want to cancel or modify your billing, you may need to do so through your account with such third-party. Sherwood Studios is not liable to you, or any third party, for any claims arising out of or related to your purchase or use of third-party products or services.

11. COLLECTION AND USE OF PERSONAL INFORMATION

For information about Sherwood Studios’s policies and practices regarding the collection and use of your information, please read Sherwood Studios’s Privacy Policy available at Privacy Policy (Privacy Policy). The Privacy Policy is incorporated by reference and made part of these Terms. Thus, by agreeing to these Terms, you agree that your presence on the Sherwood Studios Site and use of the Services through any other Known Media or Compatible Device are governed by the Sherwood Studios Privacy Policy in effect at the time of your use.

12. LINKED DESTINATIONS AND ADVERTISING

12.1 Third-Party Destinations. If we provide links or pointers to other websites or destinations, you should not infer or assume that Sherwood Studios operates, controls, or is otherwise connected with these other websites or destinations. These Terms of Use do not govern your use of another website or destination, third party service, etc. Sherwood Studios is not responsible for the content or practices of any website or destination other than the Sherwood Studios Site, even if it links to the Sherwood Studios Site and even if the website or destination is operated by a company affiliated or otherwise connected with Sherwood Studios. By using the Services, you acknowledge and agree that Sherwood Studios is not responsible or liable to you for any content or other materials hosted and served from any website or destination other than the Sherwood Studios Site.

12.2 Third-Party Advertisements and Services. Sherwood Studios takes no responsibility for and does not endorse any third-party advertisements on the Services or any third-party material posted on any Known Media where the Services are available. You acknowledge and agree that under no circumstances will Sherwood Studios be liable for any damages in relation to a third party advertisement of products or services. Any dealings you have with advertisers while using the Services, including through engaging with interactive advertisements and communications with advertisers, are between you and the advertiser. If you provide any confidential or personal information or engage in any transaction through an advertisement, Sherwood Studios is not responsible for such information or transaction and we encourage you to read the terms of use and privacy policy of the advertiser or other party collecting such information or engaging in such transaction.

13. TRADEMARKS

Sherwood Studios, Sherwood Studios logos, and other Sherwood Studios marks, graphics, logos, scripts, and sounds are the trademarks of Sherwood Studios. None of the Sherwood Studios trademarks may be copied, downloaded, or otherwise exploited without express, separate, written permission in Sherwood Studios’s sole discretion.

14. CLAIMS OF COPYRIGHT INFRINGEMENT

We respect the rights of all copyright holders, and we have adopted and implemented a policy that provides for the termination in appropriate circumstances of use that infringes the rights of copyright holders. If you believe that your work has been used in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information:

(a). identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site or application are covered by a single notification, a representative list of such works at that site or application;

(b). 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 us to locate the material;

(c). information reasonably sufficient to permit us to contact the complaining party;

(d). a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(e). a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

(f). a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our copyright agent for notice of claims of infringement on the Services is:

Sherwood Studios Group, LLC

Attn: Copyright Agent

Email: stephen@sherwoodstudiosgroup.com

This contact information is only for suspected copyright infringement. If you would like to contact us about another matter, please email us at stephen@sherwoodstudiosgroup.com (subject line: “COPYRIGHT”).

We will terminate the access privileges of those who repeatedly infringe on the copyright of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

15. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

You understand that the Services are provided purely for your entertainment, and you agree that we will not be responsible for any damages that you claim result, directly or indirectly, from use of the Services, for any reason, including without limitation costs incurred while using the Services, the inaccessibility of the Services, or the costs associated with any claims you bring or try to bring against Sherwood Studios.

We do not guarantee that we will continue to provide the Services, that the Services will be available at any particular time or from any particular place, or that they will continue to function in the manner that they currently function. You agree that we will not have liability to you or to others for these changes to the Services.

You agree not to hold us liable for damages you claim are caused by third parties who contact you using the Services or become aware of your identity through the use of the Services, and you understand that, while such behavior is a violation of these Terms of Use, we need not attempt to control or identify individuals who falsify their identities or provide false information to others through the use of the Services.

IN NO EVENT SHALL Sherwood Studios OR ITS AFFILIATES, OR EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND SUPPLIERS (COLLECTIVELY, THE “Sherwood Studios PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SERVICES (INCLUDING ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN, OBTAINED ON OR PROVIDED THROUGH THE SERVICES).

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER THE Sherwood Studios PARTIES, NOR THEIR AFFILIATES OR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED BY Sherwood Studios.

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, GROSS NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, EVEN IF THE CLAIM ALLEGES THAT THE Sherwood Studios PARTIES’ CONDUCT WAS WILLFUL. YOU SPECIFICALLY ACKNOWLEDGE THAT THE SHERWOOD STUDIOS PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT WILL THE Sherwood Studios PARTIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT PROVIDED ON OR THROUGH THE SERVICES. IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER THE PARTIES, NOR THEIR AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS, SHALL BE LIABLE, REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SERVICES, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

16. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Sherwood Studios, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or accruing from (a) any breach of these Terms of Use, , and/or from your placement or transmission of any content onto Sherwood Studios’s servers, and/or from any and all use of your account; (b) any material posted or otherwise provided by you (including without limitation User Content), or any other subscriber or user of your account that infringes any intellectual property right of any person or entity or defames any person or violates their rights of publicity or privacy; (c) any misrepresentation made by you in connection with your use of the Services; and (d) any breach of any third party terms of use or violation of law.

17. TERMINATION

We may terminate your access to the Services, including your use of Content, at any time and for any reason by providing notification of our decision to the email address that you most recently provided to us or by notifying you by another method. In addition, you may request that we terminate your access to the Services by emailing us at stephen@sherwoodstudiosgroup.com (subject line: “SERVICE”) or by deactivating your Account via the Your Account page. If you have submitted films or video content to us or have entered into a Content License Agreement, your right to terminate these Terms of Use is governed by the terms of the Content License Agreement.

Otherwise applicable provisions of these Terms of Use, including, without limitation, the indemnification provisions included above, will survive any such termination. In addition, because the license you grant to us in the User Content that you provide is perpetual, termination of these Terms of Use does not terminate our license to use your User Content as described elsewhere in these Terms of Use.

18. SECURITY

We have implemented what we believe are the appropriate technical measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge and agree that you provide your personal information at your own risk.

19. SOCIAL MEDIA

Some users may have the ability to connect certain activities with their Facebook, Twitter and other social media accounts. If you choose to connect, you may be able to take advantage of certain social features. These features will be designed to share information with others. For example, your friends may be able to see your content selection in their newsfeeds. In addition, Sherwood Studios has the right to personalize and otherwise enhance your user experience based on your social media information, such as basic information and “Likes.” Facebook or Twitter may offer ways to manage the information you share with Sherwood Studios. See the Facebook or Twitter websites for details.

BY CONNECTING YOUR Sherwood Studios ACCOUNT TO YOUR SOCIAL MEDIA  ACCOUNTS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO THE SOCIAL MEDIA PLATFORM, IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON SOCIAL MEDIA PLATFORMS. IF YOU DO NOT WANT INFORMATION ABOUT YOU TO BE SHARED IN THIS MANNER, DO NOT BECOME A “SUBSCRIBER”, “MEMBER”, “FOLLOWER” TO Sherwood Studios FROM A SOCIAL MEDIA ACCOUNT.

20. OPERATED FROM THE UNITED STATES

The Services are controlled and operated from Sherwood Studios facilities in the United States. Sherwood Studios makes no representations that the Services is appropriate or available for use in other locations, or that underlying aspects of the Services (such as servers) may be located outside the United States. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S.

21. MISCELLANEOUS

GOVERNING LAW AND JURISDICTION.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts made and to be fully performed therein (without regard to its conflict of laws provisions).  Any claim or dispute between you and Sherwood Studios that arises in whole or in part from the Services will be decided exclusively by a court of competent jurisdiction located in Boston, MA except as required to be submitted to arbitration as set forth in the following paragraph.

ARBITRATION.  For any claim (excluding claims for injunctive or other equitable relief) under these Terms of Use the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration will initiate the arbitration through an established alternative dispute resolution (“ADR”) provider in Boston, MA mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties and all such personal appearances will take place in New York, New York unless otherwise agreed to by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS Sherwood Studios AGREES OTHERWISE, IN ITS SOLE DISCRETION, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY AGREEING TO THESE TERMS OF USE, YOU AND Sherwood Studios ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

ASSIGNMENT.  You may not assign your rights under these Terms of Use to any third party; we may assign our rights under these Terms of Use without condition.

ENTIRE AGREEMENT.  These Terms of Use constitutes the entire agreement between you and us regarding the use of these Services and supersedes any prior or contemporaneous understandings and agreements between you and us related to the subject matter hereof.

SEVERABILITY.  The parties agree that each provision of these Terms of Use shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof.

NO WAIVER.  Sherwood Studios’s  failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

INTERNET ACCESS CHARGES.  You are responsible for any costs you incur to access the Services, including access to the Internet.