FML Terms of Use

This “Site” (as defined below) is owned and operated FML the Movie LLC on its own behalf or in combination with one of its film or television divisions or joint ventures (collectively referred to herein, solely for ease of reference, as “FML”, “us” or “we”). These terms of use (the “Terms of Use”, “TOU” or “Agreement”) set forth the legal terms and conditions governing your use of our website and any other online and mobile websites and interactive applications operated by FML (collectively, the “Site”) (unless a different policy is provided on a particular site, application or service, in which case such different policy shall govern and control). Your use of this Site confirms your unconditional agreement to be bound by these Terms of Use and is subject to your continued compliance with these Terms of Use. If you do not agree to be bound by these Terms of Use, you may not access or otherwise use the Site. Before using the Site, please review the related FML Privacy Policy, located at (http://www.fml-the-movie.com/privacy) (the “Privacy Policy”), which is incorporated herein by this reference.

Eligibility

The Site is intended solely for users thirteen (13) years of age and older. You represent and warrant either that you are eighteen (18) years of age or older, or if you are under the age of eighteen (18) that you are at least thirteen (13) and are accessing the Site with the knowledge and consent of your parent or legal guardian, who will also be deemed to have agreed to this Agreement. Certain parts of the Site may be subject in whole or in part to heightened age and/or other eligibility requirements.

License to the Site

FML grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Site and the materials thereon for your personal use only, provided that you comply fully with these TOU. You shall not interfere (or permit the use of your membership by a third party to interfere) or attempt to interfere with the operation or use of Site by other members in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these TOU.

Changes to Site and/or Terms and Conditions of Use

FML reserves the right, from time to time, in its sole discretion, to change, modify, update, discontinue, remove, revise, delete or otherwise change any portion of the Site or these TOU, in whole or in part, at any time without further notice. For changes to these TOU that we deem material, we will place a notice on the site by revising the link on the homepage to read substantially as “Updated Terms of Use” for an amount of time that we determine in our discretion. If you access or use the Site in any way after the TOU have been changed, you will be deemed to have read, understood and unconditionally consented to and agreed to such changes. The most current version of these TOU will be available on the Site and will supersede all previous versions of these TOU.

Trademarks, Copyrights & Restrictions

The Site and all of the content it contains, or may in the future contain, including but not limited to text, video, pictures, graphics, designs, information, applications, software, music, audio files, articles, directories, guides, photographs as well as the trademarks, service marks, trade names, trade dress, copyrights, logos, domain names, code, patents and/or any other form of intellectual property (collectively, the “Material”) that relate to the Site are owned by or licensed by FML or other third parties and are protected from any unauthorized use, copying and dissemination by copyright, trademark and other intellectual property and non-intellectual property laws and by international treaties. Except as expressly permitted in writing by the site host, you shall not capture, reproduce, perform, transfer, sell, license, modify, create derivative works from or based upon, republish, reverse engineer, upload, edit, post, transmit, publicly display, frame, link, distribute or exploit, in whole or in part, any of the Material. Nothing contained in this Agreement or on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Material in any manner without the prior written consent of FML or such third party that may own the Material or intellectual property displayed on the Site. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. Any use of the Material other than as permitted by this Agreement will violate this Agreement and may infringe upon our rights or the rights of the third party that owns the affected Material. You agree to report any violation of this Agreement by others that you become aware of. You are advised that FML will aggressively enforce its rights to the fullest extent of the law. FML may add, change, discontinue, remove or suspend any of the Material at any time, without notice and without liability.

Linked Sites

The Site may contain links to third party websites or resources, which may or may not be obvious (“Third Party Sites”) as well as software, text, graphics, articles, photographs, pictures, designs, sound, video, music, information, software applications and other content originating from third parties (collectively, “Third Party Applications, Software or Content”). Our provision of links to Third Party Sites is not an endorsement of any information, product or service that is offered on or reached through such Third Party Site or Third Party Application, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for the content or performance of any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.

You agree that your use of third party sites or third party applications, software or content, including, without limitation, your use of any content, information, data, advertising, products, or other materials on or available through such websites and resources, is at your own risk and is subject to the terms and conditions of use applicable to such sites and resources.

No Resale/Exploitation

You understand and agree that you may not reproduce, copy, resell, manipulate, or exploit any part of the Site for any commercial purpose.

Non-United States Residents

FML operates the Site in the United States. FML makes no representation that the Materials, including merchandise offered for sale on the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States. If you access the Site from locations outside of the U.S. you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, if and to the extent local laws are appl icable. With respect to shipments of merchandise to consumers, wherever they may reside, title to the merchandise and risk of loss shall pass to the buyer upon delivery of the merchandise to the common carrier.

Jurisdictional Issues

The Site is controlled and operated by FML from its offices within the State of California, United States. FML makes no representation that materials in the Site are appropriate or available for use in other locations. Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any countries that are subject to U.S. export restrictions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

These TOU shall be governed and construed in accordance with the laws of the State of California applicable to contracts entered into and fully performed in California (without regard to its conflicts of law principles that would cause the application of any other jurisdiction's laws) With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California.

Disclaimer

The Site may be unavailable from time to time due to maintenance or malfunction of computer equipment or for various other reasons. FML assumes no responsibility for any delays, interruptions, errors, defects, omissions, or deletions, related to the communications line failure, operation or transmission, or alteration of, or theft or destruction or unauthorized access to, user communications. FML is not responsible for any technical or non-technical malfunction or other problems of any hosting services, computer systems, servers or providers, telephone networks or telephone services, computer or mobile phone equipment, software, failure of e-mail or players on account of technical problems or traffic congestion on the Internet or in connection with the Site, including injury or damage to a user’s or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Site.

The site, the materials, and the software, if applicable, are provided “as is” “with all faults” and “as available” and without warranties of any kind either express or implied including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose, non-infringement or those arising by statute or otherwise in law from a course of dealing or usage of trade. To the fullest extent permissible pursuant to applicable law, FML disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. FML does not warrant that the availability of or the functions contained in the site, the materials, the forums or the software, will be uninterrupted or error-free, that defects will be corrected, or that the site or the server that makes it available or the software are free of viruses or other harmful components or that the site, materials software or server do not violate any patent or other intellectual property rights of any person or entity. FML does not warrant or make any representations regarding the use or the results of the use of the site, the materials, the forums or the software, in terms of their correctness, accuracy, reliability, or otherwise. You (and not FML) assume the entire cost of all necessary servicing, repair, or correction. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not fully apply to you.

Limitation of Liability

You agree that FML and its parents, affiliates, subsidiaries, licensors and assigns, and each of their respective employees, officers, members and directors (collectively, the “released parties”) are not liable to you or any third person for damages of any kind, whether based in tort, contract, strict liability or otherwise, including, without limitation, any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or lost data arising out of or resulting in any way from or in connection with the site, the material, the forums, any transactions in the FML shop, any listing or any errors or omissions in the technical operation of the site, even if the FML is aware or has been advised of the possibility of such damages, whether caused in whole or in part by negligence, acts of god, telecommunications failure, theft or destruction of, or unauthorized access to the site (collectively, the “released matters”). Notwithstanding anything to the contrary contained herein, FML ’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to $1000. Some jurisdictions do not allow the limitation or exclusion of certain warranties and conditions, and/or the disclaimer of some types of damages, so some of the above might not apply to you.

By accessing the site, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the civil code of California, and any similar law of any state or territory, which provides as follows:

“a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

You hereby waive any and all rights you have or may have under California Civil Code Section 1542, and/or any similar provision of law or successor statute to it, with respect to the Released Matters. In connection with this waiver and release, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true. Nevertheless, you intend by this Agreement to release fully, finally and forever all Released Matters under this Agreement. In furtherance of such intention, the releases set forth in this Agreement shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or facts relevant hereto.

FML makes no representation or warranty whatsoever regarding the completeness, accuracy, currency or adequacy of any information, facts, views, opinions, statements or recommendations contained on the Site and/or the Material. Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by FML. Views and opinions of users of the Site do not necessarily state or reflect those of FML. Users are responsible for seeking the advice of professionals, as appropriate, regarding the information, opinions, advice or content available as part of the Site.

The Internet may be subject to breaches of security. FML is not responsible for any resulting damage to any user's computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. You should also be aware that email submissions over the Internet may not be secure, and you should consider this before submitting any information to anyone over the internet. FML makes no representation or warranty whatsoever regarding the suitability, functionality, availability or operation of the Site.

Linking Policy

If you link to the Site, we require that you follow these guidelines. You may link only to the home page, and the link must be in plain text, unless otherwise approved in writing by an authorized representative of FML. The link to this Site must not damage, dilute or tarnish the goodwill associated with any FML names and/or intellectual property, nor may the link create the false appearance that your website and/or organization is sponsored, endorsed by, affiliated and/or associated with FML. You may not “frame” the Site or alter its intellectual property or Material in any other way. You may not link to the Site from a site that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise deemed inappropriate, as determined by FML in its sole discretion. FML reserves the right, in its sole discretion, to terminate a link with any website for any reason or no reason at all, including without limitation any website that FML deems to be inappropriate or inconsistent with or antithetical to the Site and/or these Terms of Use.

FML is not responsible for the content or performance of any portion of the Internet including other World Wide Websites to which this Site may be linked or from which this Site may be accessed.

DMCA Copyright Notice

If you believe that any Content appearing on the Site or in any Forum has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

1. Your name, address, telephone number, and email address;

2. A description of the copyrighted work that you claim has been infringed;

3. The exact URL or a description of where the alleged infringing material is located;

4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Agent

Counsel LLP

230 California St. Ste 201

San Francisco, CA 94111

Indemnification

By using the site you agree to indemnify, defend and hold the released parties harmless from and against any third party claims, alleged claims, demands, causes of action, judgments, damages, losses, liabilities, and all costs and expenses of defense, including, without limitation, reasonable attorneys' fees, arising out of or relating to: your breach of your representations, warranties, covenants or agreements hereunder; your violation of these terms of use or any law; your use of this site and/or the material in violation of these terms of use; information or material posted or transmitted through your computer or membership account, even if not submitted by you, that infringes any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; any misrepresentation made by you; and/or FML’s use of your information. You will cooperate as fully and as reasonably required in FML’s defense of any claim. FML reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without the written consent of FML.

Filtering

Pursuant to 47 U.S.C. Section 230(d), as amended, FML hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at: https://staysafeonline.org/stay-safe-online/for-parents/parental-controls

Please note that FML does not endorse any of the products or services listed at such site.

Severability

If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

Miscellaneous

These TOU constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof. These TOU may not be amended, nor any obligation waived, without FML’s written authorization. Any failure to enforce any provision of these TOU shall not constitute a waiver thereof or of any other provision thereof.

This Site may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Except for our ongoing obligation to disclose material information as required by federal securities laws, we undertake no obligation to update you concerning any future revisions to any forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, those risk factors contained in our filings with the Securities and Exchange Commission.

For any questions, suggestions, or concerns related to these Terms of Use, please contact (info@counselllp.com, 230 California St., Ste 201, San Francisco, CA, 94111).