The Legion M, legionm.com, thelegionm.com, and legionm.us,
Terms and Conditions of Use
Effective Date: April 20, 2016
ACCEPTANCE OF TERMS
We reserve the right to change the Terms and Conditions of Use at any time. Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting the revised Terms and Conditions of Use on this page. You acknowledge and agree that it is your responsibility to review the Terms and Conditions of Use periodically, and to be aware of any modifications. Your continued use of the Service after such modifications will constitute your acknowledgment of the modified Terms and Conditions of Use and agreement to abide and be bound by the modified Terms and Conditions of Use.
- ELIGIBILITY. By using the Service, you represent and warrant that: (a) all reservation information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Service does not violate any applicable law or regulation; and (e) you will at all times abide by these Terms and Conditions of Use.
- SEC DISCLOSURE. By submitting a reservation on our Website, you are giving us an indication of interest in a future crowdfunding raise only. AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE SEC. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION.
- USE OF WEBSITE. You may view and download the materials at this Website only for your personal, non-commercial use. You may not reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the materials on this Website, or otherwise use them for any public or commercial purpose. You agree that you will not use the Website to: (i) transmit spam, bulk, or unsolicited communications; (ii) pretend to be Legion M or spoof Legion M’s identity or misrepresent any affiliation with Legion M; (iii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content transmitted to or via the Website; or (iv) disrupt the normal flow or otherwise act in a manner that negatively affects other users’ ability to use the Website. Legion M reserves the right to report any wrongdoing to the applicable government agencies. You agree you will not use any robot, spider, other automatic device, or manual process to monitor or copy the Website web pages or its content without the prior, written permission of Legion M.
- USER AND THIRD PARTY CONTENT. Links on this Website to third-party websites are provided solely as a convenience. We are not responsible or liable in any manner for any User Content or Third Party Content displayed in connection with the Service. In addition, Legion M has not reviewed all of these third-party sites and is not responsible for any of these sites or their content. Legion M does not endorse, or make any representations about the information, content, software or other products or materials found on third party sites. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk. Although we provide rules for user conduct, we do not control and are not responsible for what users post, transmit or distribute through the Service and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter through the Service or in connection with any User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User.
- THIRD PARTY INTERACTIONS. During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers, sponsors or creative allies showing their goods and/or services through the Service. Any such activities, and any terms, conditions, warranties or representations associated with such activities, are solely between you and the applicable third-party. We will have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.
- POSTINGS. If the Website provides areas where users can post communications, Legion M may but is not obligated to monitor or review the content on the Website where users post information. Legion M shall have the right to remove any communications from others on the Website in its sole discretion, including materials that Legion M deems to be abusive, defamatory, obscene or otherwise unacceptable. Legion M shall have no liability related to the content in any communications by others, whether arising under the laws of copyright, libel, privacy, obscenity or otherwise.
- ELECTRONIC COMMUNICATIONS. When you use Legion M, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you in a variety of ways, such as by e-mail, text or by posting notices and messages on this Website or through our social media accounts. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- TRADEMARKS, COPYRIGHT AND OTHER INTELLECTUAL PROPERTY PROVISIONS.
- The content on the Service, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Materials”) and the trademarks, service marks, brands, logos, designs, trade dress, slogans and other designations contained therein (“Marks”), are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Materials on the Service are provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Service and the Materials. You agree to not engage in the use, copying, or distribution of any of the Materials other than expressly permitted by us, including any use, copying, or distribution of third parties’ materials obtained through the Website for any commercial purposes. If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials therein. Unless explicitly stated herein, nothing in the Terms and Conditions of Use herein shall be construed as conferring to you any license to any Legion M or third party intellectual property rights, whether by estoppel, implication, or otherwise.
- If you are a copyright owner or the legal agent of a copyright owner and you believe that any content on the Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by e-mailing: email@example.com.
- General. Any material, information or idea you transmit to Legion M or post on its Website or any of its social media accounts will be treated as non-confidential and non-proprietary. Legion M will have no obligations with respect to such submissions and Legion M will be free to copy, disclose, distribute, incorporate and otherwise use any such submission for any and all commercial or non-commercial purposes.
- Submissions for Legion M’s Consideration for Development. Currently, Legion M is not taking creative submissions of material (“Material”) from the public or its shareholders for consideration as Legion M projects; however, our users often find ways to submit material despite our refusal to read such submissions and our immediate deletion of such data. By using this Service or by contacting us through our social media channels, you explicitly agree to the following SUBMISSION RELEASE TERMS for each and every submission:
- You acknowledge that we did not solicit the Material and you understand we will delete unread any unsolicited Material. You understand that we may have a formal submission process in the future, and you will be bound by the terms and conditions of that process if and when it is initiated.
- You are submitting material owned and controlled by you so that we can decide whether we want to enter into negotiations respecting our possible use of the Material.
- You will not receive any compensation for submitting the Material to us. You recognize that the Material may be similar to material which we have developed or which has or may come to us from other sources.
- Although you acknowledge we adhere to our policy of unsolicited submissions outlined in paragraph 7(b)(i), As an inducement for us to examine the Material, you represent, warrant and agree as follows:
- The Material is submitted voluntarily and not in confidence or in trust, and no confidential or fiduciary relationship is intended or created between you and us by reason of such submission or otherwise. Nothing in this agreement, nor the submission of the Material, will be deemed to place us in any different position from any other member of the public with respect to the Material. Thus, any part of the Material which can be freely used by any member of the public, or acquired by us from a third party, may be used or acquired by us without liability to you or to any other party claiming to derive rights from or through you.
- Our use of material similar to the Material will not obligate us to negotiate with you nor entitle you to any compensation or any other entitlement if we have an independent legal right to use such other material (e.g., because such features or elements were not new or novel, or were not originated by you, or were or may hereafter be independently created by us or submitted to us by an independent creator); provided the determination with respect to such independent legal right shall be made pursuant to the provisions of Paragraph 7(b)(iv)(5).
- You represent and warrant that: (a) you own the Material; (b) it is original with you and has not previously been exploited in any manner; (c) the use and the exploitation thereof by you or any party authorized by you will not violate or infringe any third party rights of any kind; and (d) you have the right to submit and to offer the Material to us without obligation or liability to any third party.
- You agree that no obligation of any kind is assumed by or may be implied against us by reason of our receipt, or potential or actual review, of the Material.
- If there is any dispute arising out of this Submission Release Agreement, or relating to our alleged or actual use of the Material including the substance, validity, operation, or breach hereof (including whether we have an independent legal right per Paragraph 7(b)(iv)(2), the matter shall be determined solely by submitting such to arbitration in accordance with Paragraph 13 of this Terms and Conditions of Use, in addition to these terms: submitting any dispute arising out of this Submission Release Agreement before a mutually approved arbiter experienced in the entertainment field; or, if we cannot mutually agree, then such arbiter will be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any award favorable to you shall be limited to the fixing of compensation for our use of the Material, which shall bear a reasonable relation to compensation normally paid for similar material as of the time of the initial submission to us of the Material, taking into account the relative stature of the owner and/or author of similar materials. In the case of an award favorable to us with respect to rights that we have not yet exercised or assumed, we will have the opportunity of specifying, prior to the fixing of such compensation, what rights we wish to acquire in the Material; we will have the right, e.g., to determine whether or not the award will grant to us exclusive rights, in what media or forms of exploitation, in what territories, what duration, inclusion of sequel/remake rights, etc. Any award favorable to you for rights that we have not yet exercised or assumed must include the issuance of a grant from you to us in accordance with our specifications (including our customary terms and conditions for agreements of this type) and, in addition to the factors mentioned above, the scope of such grant will be taken into account in determining the compensation to be paid to you. Such award will provide for each party, respectively, to bear its own costs of arbitration and attorneys' fees. The pendency of the arbitration, the proceedings, any evidence or other material, and the award shall be maintained and remain confidential, except that an award may be confirmed by a court of competent jurisdiction if it has not been fully satisfied within ninety (90) days of its issuance.
- We shall have no responsibility for any loss of the Material for any reason, nor any obligation to return the Material to you, but we do agree that we will not distribute the Material to any third parties, nor allow the Material to come into the hands of any third parties, without your prior consent.
- Except as otherwise provided herein, pertaining to this Submission Release Agreement, you hereby release us of and from any and all claims, costs, demands and liabilities of every kind whatsoever, known or unknown, that may arise in relation to the Material or by reason of any claim now or hereafter made by or through you or on your behalf (even though you realize that such might be based on facts or circumstances not now known or suspected by you to exist, which if known or suspected, would have materially affected your decision to enter into this Submission Release Agreement, or to submit the Material to us) that we have used or appropriated the Material, except for fraud or willful injury on our part. With respect to all such released claims, you waive all rights of injunctive and other equitable relief (including rescission) against us, in connection with this agreement, the exploitation of the Material or any other material, whether or not in whole or part similar thereto.
- You shall not have the right to use (nor to authorize the use of) our name or the name of anyone involved with Legion M in any manner or means whatsoever to identify or refer to yourself or the Material.
- Should any provision of this Submission Release Agreement be void or unenforceable or restricted, such provision shall be deemed omitted or so restricted, and the balance hereof will remain in full force and effect.
- This Submission Release Agreement is entire and will be binding on the parties' respective successors, assigns, licensees and all affiliated and related parties. No statement or representation has been made except those expressly stated in this agreement. This agreement may be modified only by subsequent agreement signed by both parties. "We" and "Our" refers to Legion M and all affiliated and related parties and officers, directors, shareholders, employees, agents, representatives, licensees, assigns and all parties to whom you submit material or have been or may be involved in developing, financing or exploiting materials and properties generally. This agreement will be interpreted in accordance with the laws of the State of California applicable to agreements entered into and fully performed therein.
- SHAREHOLDER RIGHTS. If and when Legion M offers shares to the public, Shareholder rights will be governed by a separate Shareholder Agreement at the time of purchase of any shares and any such Agreement is incorporated into these Terms and Conditions of Use by reference.
- SHAREHOLDER ACCESS. Legion M may offer its Shareholders exclusive access to events, information and opportunities. Such access may be accessible via Legion M’s “Confidential” access portal on our Website, in person, or via any other method. Shareholder access is non-transferable, and shareholders may be required to provide proof of identification for such access, including but not limited to log-in credentials or photo ID. Shareholder access codes or log-in credentials cannot be shared or disseminated, and such activity is a restricted use of our Website and a violation of our Terms and Conditions.
- PROHIBITED ACTIVITIES. You may not access or use the Service for any other purpose other than that for which we make it available. The Service is for the personal use of users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Certain activities, even if legal, may violate the common rules of etiquette governing online behavior, as determined by us in our sole discretion. Prohibited activity includes, but is not limited to: (a) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets; (b) advertising to, or solicitation of, any user to buy or sell any products or services; (c) transmitting chain letters or junk e-mail to other users; (d) using any information obtained from the Service in order to contact, advertise to, solicit, or sell to any user or person without their prior explicit consent; (e) make any unauthorized use of the Service, including collecting usernames and/or e-mail addresses of users by electronic or other means for the purpose of sending unsolicited e-mail; (f) engaging in any automated use of the system, such as using scripts to add friends or send comments or messages; (g) interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the website; (h) engage in unauthorized framing of or linking to the Service; (i) attempting to impersonate another user, person or entity; (j) using the username of another user; (k) using a false e-mail address; (l) selling or otherwise transferring your profile; (m) using any information obtained from the Service in order to harass, abuse, or harm another person; and (n) using the Service in a manner inconsistent with any and all applicable laws and regulations.
- LIMITED LICENSE. You are granted a limited, non-exclusive, revocable and non-transferable license to utilize and access the website and the Service pursuant to the requirements and restrictions of the Terms and Conditions of Use. We may change, suspend or discontinue any aspect of the Service at any time. We may also, without notice or liability, impose limits on certain features and services or restrict your access to all or portions of the Service. You will have no rights to the proprietary software and related documentation, if any, provided to you in order to access the Service. Except as provided in the Terms and Conditions of Use, you will have no right to directly or indirectly, own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve, or create any new or derivative works from, or display, distribute, perform, or in any way exploit the Service, or any of its contents (including all content on the Website and any software) in whole or in part.
- RIGHT TO MANAGE THE SERVICE AND TERMINATE USERS.
- Service Management: We reserve the right but do not have the obligation to: (i) monitor the Service for violations of this Agreement; (ii) take appropriate legal action against anyone who, in our sole discretion, violates this Agreement, including without limitation, reporting you to law enforcement authorities; (iii) in Service Provider’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s account or any portion thereof that may violate this Agreement or any of our other policies; or (iv) otherwise manage the Service in a manner designed to protect our and other’s rights and property and to facilitate the proper functioning of the Service.
- Our Right to Terminate Users: WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY DENY ACCESS TO AND USE OF THE SERVICE TO, ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
- CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS. Forward-looking statements involve risks and uncertainties, and Legion M undertakes no obligation to update any forward-looking information. Users are referred to Legion M’s periodic reports filed with the SEC, when applicable, and specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The information contained on this Website is a statement of Legion M’s intentions, beliefs or expectations and is based upon, among other things, the existing business environment, industry conditions, market conditions and prices, the economy in general and Legion M’s assumptions. Our Website, internet pages, investor relations releases, outlooks, presentations, audio and video files of events (live or recorded) and other documents on our Website and our social media sites contain among other things forward-looking statements that reflect management’s current views with respect to future events. The words “anticipate”, “assume”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “project” and “should” and similar expressions identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause cash flows to decrease or actual results to differ materially, including but not limited to: consumer interest in Legion M’s products, general economic conditions, consumer and retail trends, costs and availability of materials, talent and services, competition, market conditions, force majeure events such as writers’ strikes, terrorist attacks and acts of God, currency exchange rates, interest rates, negative reviews, and bad press, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Legion M’s control. Legion M may change its intentions, beliefs or expectations at any time and without notice, based upon any changes in such factors, in its assumptions or otherwise, and it undertakes no obligation to revise or update publicly any forward-looking statements for any reason. The cautionary statements contained or referred to on this Website should be considered in connection with any subsequent written or oral forward-looking statements that Legion M or persons acting on its behalf may issue.
- DISPUTE RESOLUTION. All disputes arising out of or relating to the Terms and Conditions of Use, including without limitation, Shareholder rights and copyright infringement (subject to the Submission Release Agreement outlined in paragraph 7, above), will be exclusively resolved under confidential binding arbitration held in San Francisco, California, before and in accordance with the rules of the American Arbitration Association. Notwithstanding the foregoing, we will have the right to seek injunctive relief to enforce the Terms and Conditions of Use or to stop or prevent an infringement of proprietary or other third party rights. In the event of litigation or to compel arbitration or to enforce an arbitration award under this Section, or to obtain an injunction under this Section, the parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the state and federal courts located in San Francisco, California. The Terms and Conditions of Use will be interpreted exclusively by California law.
- Service Availability. The Service may be temporarily unavailable from time to time for maintenance or other reasons. We will have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of any communications or any other content made available through the Service. Under no circumstances will we be responsible for any personal injury or death resulting from the use of the Service, any User Content or Third Party Content, or any products or services provided to Shareholders or to you.
- No Warranties Except as Required by Law. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE SERVICE, INCLUDING ALL CONTENT THEREIN, IS PROVIDED “AS IS” AND WE AND OUR SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SOFTWARE, CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW.
- Limitation on Liability. IN NO EVENT WHATSOEVER WILL LEGION M OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SHAREHOLDERS, REPRESENTATIVES OR SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SHAREHOLDERS, REPRESENTATIVES OR SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO FOR ANY LOST PROFITS OR REVENUE, GOODWILL, DOWNTIME, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER (ARISING UNDER TORT, CONTRACT OR OTHER LAW), ARISING FROM YOUR USE OF THE SERVICE OR ANY CONTENT OR OTHER MATERIALS ON, ACCESSED OR OBTAINED THROUGH, OR DOWNLOADED FROM THE SERVICE, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF ANY PARTY’S NEGLIGENCE. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD AND UPLOAD OF ANY MATERIAL THROUGH THIS SITE IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. LEGION M ASSUMES NO LIABILITY IN CONNECTION WITH THE PROVISION OF THE SITE TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
- Severability. In the event that one or more portions of this Terms and Conditions of Use shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in this Terms and Conditions of Use. Any delay or failure to require performance of any provision hereof shall in no manner affect any right at a later time to enforce such provision. Legion M may revise this Terms and Conditions of Use at any time by updating this posting.
- Choice of Law; Jurisdiction. Legion M administers this Website from its offices in Emeryville, California, USA. Legion M makes no representation that materials or services at this Website are appropriate or available for use outside the United States. If you choose to access this Website from outside the United States, you are responsible for compliance with all applicable local laws. This Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the state of California exclusive of its choice of law or conflicts of law rules. The exclusive venue for all litigation regarding or arising out of the Website shall be in Alameda County, California and you agree to submit to the jurisdiction of the courts Alameda County, California for such litigation.