Introduction: Your Agreement to these Terms of Use.

Welcome to the Fliqz, Inc. ("Fliqz") web site – www.fliqz.com – and any other web sites or services owned or operated by Fliqz (the "Fliqz Sites"). This terms of use is for the customers, users, members, and others who visit and use the Fliqz Sites (collectively or individually, "Users").

Videos you upload onto the Fliqz Sites should be created by you - do not upload TV shows, movies, commercials, concerts, or music videos. Fliqz respects the rights of copyright owners.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY ACCESSING, BROWSING, AND/OR USING THE FLIQZ SITES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES BELOW, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE DO NOT USE THE FLIQZ SITES.

1. Privacy Notice. Your privacy is important to Fliqz. Fliqz's Privacy Notice is hereby incorporated into these Terms by reference. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.
2. Individual Features and Services. When using the Fliqz Sites, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into the Terms.
3. Modification of the Terms. Fliqz reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of the Fliqz Sites after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective 30 days after they are initially posted on the Fliqz Sites.
4. Eligibility; Registration Information and Password. THE FLIQZ SITES ARE NOT AVAILABLE TO PERSONS UNDER THE AGE OF 13 OR TO ANY USERS SUSPENDED OR REMOVED FROM THE FLIQZ SITES BY FLIQZ. You agree that the information you provide to Fliqz on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up–to–date at all times. When you register, you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
5. Prohibited Conduct – BY USING THE FLIQZ SITES YOU PROMISE NOT TO:
   5.1 Upload copyrighted material not your own - such as TV shows, movies, or music videos;
   5.2 "Stalk", harass, threaten, or defraud other Fliqz Users;
   5.3 Upload or send to other Fliqz Users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
   5.4 Make unsolicited offers, advertisements, proposals, or send junk mail to other Users;
   5.5 Impersonate another person or access another User's account without that person's permission;
   5.6 Share Fliqz–issued passwords with any third party or encourage any other User to do so;
   5.7 Misrepresent the source, identity, or content of information transmitted via the Fliqz Sites; or
   5.8 Use the Fliqz Sites for any illegal purpose.
6. Violations; Termination. You agree that Fliqz, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Fliqz or use of the Fliqz Sites and remove and discard all or any part of your account or any User Submission, at any time. Fliqz may also in its sole discretion and at any time discontinue providing access to the Fliqz Sites, or any part thereof, with or without notice. You agree that any termination of your access to the Fliqz Sites or any account you may have or portion thereof may be affected without prior notice, and you agree that Fliqz will not be liable to you or any third–party for any such termination. Fliqz does not permit copyright infringing activities on the Fliqz Sites and reserves the right to terminate access to the Fliqz Sites and remove all content submitted by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Fliqz Sites may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Fliqz may have at law or in equity.
7. Ownership; Proprietary Rights. The Fliqz Sites are owned and operated by Fliqz. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Fliqz Sites provided by Fliqz ("Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Submissions (defined below) owned by and provided by our Users, all Materials contained on the Fliqz Sites are the copyrighted property of Fliqz or its subsidiaries or affiliated companies and/or third–party licensors. All trademarks, service marks, and trade names are proprietary to Fliqz or its affiliates and/or third–party licensors. Except as expressly authorized by Fliqz, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
8. User Submissions.
   8.1 Fliqz may now or in the future allow Users to submit videos, video reviews, blogs, or other content ("User Submissions") and provide for the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Fliqz does not guarantee any confidentiality or privacy with respect to any User Submissions.
   8.2 You are solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Fliqz to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by Fliqz and these Terms and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person, to enable inclusion and use of the User Submissions in the manner contemplated by Fliqz and these Terms. For clarity, you retain all ownership rights in your User Submissions. However, by submitting User Submissions to Fliqz, you hereby grant Fliqz a worldwide, non–exclusive, fully paid–up, royalty–free, sublicenseable through multiple layers, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Submissions in connection with Fliqz and Fliqz's (and its successor's) business, including, without limitation, for promoting and redistributing part or all of the Fliqz Sites (and derivative works thereof) in any media formats and through any media channels. You also hereby grant to each user of the Fliqz Sites a non–exclusive license to access your User Submissions through the Fliqz Sites and to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions as permitted by the functionality of the Fliqz Sites and these Terms.
   8.3 In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Fliqz all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Fliqz or any third party; or (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate. Fliqz does not endorse any User Submission or any opinion, recommendation or advice expressed therein, and Fliqz expressly disclaims any and all liability in connection with User Submissions. If notified by a user or a content owner of a User Submission that allegedly does not conform to these Terms, then Fliqz may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Submission, which it reserves the right to do at any time. Fliqz does not permit copyright infringing activities on the Fliqz Sites and reserves the right to terminate access to the Fliqz Sites and remove all content submitted by any persons who are found to be repeat infringers.
   8.4 You understand that when using the Fliqz Sites, you will be exposed to User Submissions from a variety of sources and that Fliqz is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST FLIQZ WITH RESPECT THERETO AND AGREE TO INDEMNIFY AND HOLD FLIQZ, ITS OWNERS/OPERATORS, AFFILIATES, SUPPLIERS, AND/OR LICENSORS HARMLESS TO THE FULLEST EXTENT ALLOWED BY LAW REGARDING ALL MATTERS RELATED TO YOUR USE OF THE FLIQZ SITES.
   8.5 Fliqz permits you to link to your own User Submissions hosted on the Fliqz Sites or User Submissions of other third parties available on the Fliqz Sites for personal, non–commercial purposes only. You understand that the User Submissions, whether or not linked or embedded into other web sites, are provided to you only on an "as–available" basis and Fliqz does not guarantee that their availability will be uninterrupted or bug free. Fliqz reserves the right to discontinue any aspect of the Fliqz Sites at any time, including the right to discontinue the display of any User Submissions or linked or embedded content either generally or in specific cases.
9. Monitoring Users and Content. Fliqz does not control the content posted by Users and does not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for all content and material that you submit to Fliqz.
10. Prohibited Uses.
    10.1 Access to the Materials from territories where their contents are illegal is prohibited. The Fliqz Sites are available for customers in the United States only. Those who choose to access the Fliqz Sites from other locations do at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, email, or privacy.
    10.2 Any use of any of the Materials other than for private, non–commercial use is strictly prohibited. As a condition of your use of the Fliqz Sites, you will not use the Fliqz Sites for any purpose that is unlawful or prohibited by these Terms. You may not use the Fliqz Sites in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party's use and enjoyment of the Fliqz Sites. You may not attempt to gain unauthorized access to the Fliqz Sites, or any part of them, other accounts, computer systems or networks connected to the Fliqz Sites, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Fliqz Sites or any activities conducted on the Fliqz Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Fliqz Sites. You agree neither to modify the Fliqz Sites in any manner or form, nor to use modified versions of the Fliqz Sites, including (without limitation) for the purpose of obtaining unauthorized access to the Fliqz Sites.
    10.3 The Fliqz Sites may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Fliqz Sites for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Fliqz Sites.
11. Third–Party Sites, Products and Services; Links.
    11.1 The Fliqz Sites may include links to other web sites or services solely as a convenience to Users ("linked sites"). Fliqz does not endorse any such linked sites or the information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, Fliqz makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
    11.2 Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Fliqz Sites are solely between you and such advertiser. YOU AGREE THAT FLIQZ WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE FLIQZ SITES.
12. Notice. Except as explicitly stated otherwise, legal notices will be served on Fliqz's national registered agent or to the email address you provide to Fliqz during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing.
13. User Disagreements. You alone are responsible for your involvement with other Users. Fliqz reserves the right, but has no obligation, to monitor disagreements between you and other Users.
14. Disclaimers; No Warranties. THE FLIQZ SITES AND ANY THIRD–PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE FLIQZ SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FLIQZ, ITS SUPPLIERS AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON–INFRINGEMENT OF PROPRIETARY RIGHTS.
    FLIQZ, ITS SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE FLIQZ SITES WILL BE UNINTERRUPTED OR ERROR–FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE FLIQZ SITES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    FLIQZ, ITS SUPPLIERS AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE FLIQZ SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT FLIQZ NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE FLIQZ SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
    CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
15. Indemnification; Hold Harmless. You agree to indemnify and hold Fliqz, its affiliated companies, and its suppliers and partners harmless from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the Fliqz Sites, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Fliqz reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
16. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
17. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL FLIQZ OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD–PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES THAT RESULT FROM THE USE OR THE INABILITY TO USE THE MATERIALS ON THE FLIQZ SITES, OR ANY OTHER INTERACTIONS WITH FLIQZ, EVEN IF FLIQZ OR A FLIQZ AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, FLIQZ'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
    IN NO EVENT WILL FLIQZ OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD–PARTY PARTNERS OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE FLIQZ SITES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE FLIQZ SITES DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
    THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN FLIQZ AND RECEIVED THROUGH OR ADVERTISED ON THE FLIQZ SITES OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE FLIQZ SITES.
18. Digital Millennium Copyright Act Compliance. If you are a copyright owner or an agent thereof, and you believe that any User Submission or other content hosted on the Fliqz Sites infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
    (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Fliqz Sites are covered by a single notification, a representative list of such works at the Fliqz Sites;
    (iii) 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 Fliqz to locate the material;
    (iv) Information reasonably sufficient to permit Fliqz to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
    (v) 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; and
    (vi) 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.
    Fliqz's Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Copyright Agent at 2745 10th Street, Berkeley, CA 94710 or by email at copyright@fliqz.com. For clarity, only DMCA notices should go to the Fliqz Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Fliqz customer service through service@fliqz.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
19. Miscellaneous.
    19.1 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
    19.2 Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or Fliqz will be filed only in the state or federal courts in and for Santa Clara County, California, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
    19.3 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
    19.4 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Fliqz without restriction.
    19.5 Survival. Sections 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20 will survive any termination of these Terms.
    19.6 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
    19.7 Entire Agreement. This is the entire agreement between you and Fliqz relating to the subject matter herein and will not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by Fliqz as set forth in Section 3 above.
    19.8 Claims. YOU AND FLIQZ AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO FLIQZ MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
    19.9 Disclosures. The services hereunder are offered by Fliqz, Inc., located at: 2745 10th Street, Berkeley, CA 94710 and email: service@fliqz.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.