Terms of Use

Magnolia Selects - TERMS OF USE AGREEMENT

Last Updated: November 4, 2015

Welcome to Magnolia Selects. Please read this Terms of Use Agreement (the "Terms of Use") carefully, as it constitutes legally binding terms and conditions and applies to your use of www.magnoliaselects.com (the "Site"), whether you are accessing the Site via a personal computer, a wireless or mobile device or any other technology or device now known or hereafter developed or discovered (each, a "Device"). The Site is made available by Magnolia Pictures LLC through its brand Magnolia Selects (collectively, "Magnolia Selects", "we", "our" or "us") and the term "Site" includes all content, applications, features, functionality and services offered by us on the Site, including, without limitation, viral, embeddable or application/device-based features and related technology (e.g., APIs, widgets, applications, etc.) (collectively, the "Site Services"). These Terms of Use govern only the Site, and the content, features, and activities made available on the Site, and do not cover other websites or any corresponding content, features, and activities made available by any other company, unless specifically stated.

These Terms of Use apply to all users of the Site, whether you have registered for or simply browse the Site ("User", "you" or "your"), and by using the Site, you understand, acknowledge and agree that you shall comply with the terms and conditions of these Terms of Use and any additional terms and conditions that govern certain Site Services, which may be presented in connection with same (the "Additional Terms"). The Site may also provide rules of participation for certain activities and services, including, without limitation, contests, sweepstakes, and other initiatives (the "Rules"). The Site's Privacy Policy, the Additional Terms, and the Rules are hereby incorporated into these Terms of Use by reference. To the extent that there is a conflict between these Terms of Use and the Additional Terms for the activity in which you choose to participate, the Additional Terms shall govern. To the extent that there is a conflict between these Terms of Use and the specific Rules for the activity in which you choose to participate, these Terms of Use shall govern.

1. TERM.
These Terms of Use, and any posted revision or modification thereto, shall remain in full force and effect while you use or are registered for the Site. You may terminate your use of or registration to the Site at any time, for any reason, and Magnolia Selects may terminate your use of or registration to the Site at any time, for any or no reason, with or without prior notice or explanation, and without liability or obligation to you or any third party. Even after your registration is terminated, your obligations under these Terms of Use, the Privacy Policy, the Additional Terms and the Rules, including, without limitation, any indemnifications, warranties and limitations of liability, shall remain in effect.

2. MODIFICATIONS.
We may modify these Terms of Use from time to time, and at any time, without notice to you, for any reason, in our sole discretion. We will post or display notices of material changes on the Site and/or e-mail you or notify you upon login about these changes; the form of such notice is at our discretion. Once we post them on the Site, these changes become effective immediately and if you use the Site after they become effective it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review these Terms of Use regularly so you are aware of the most current rights and obligations that apply to you.

3. COMPLIANCE.
By using the Site, you represent, warrant and covenant that (a) you are 18 years of age or older; (b) your use of the Site does not violate any applicable law, rule or regulation and you shall comply with all of the terms and conditions set forth herein; (c) you shall make timely and satisfactory payment for any Content (as such term is defined herein) purchased by you on or in connection with the Site and (d) all registration information, including, without limitation, payment information (e.g., credit card, debit card information, etc.), you submit is truthful and accurate and you shall maintain and promptly update the accuracy of such information. If you provide information that is untrue, inaccurate, not current or incomplete, or Magnolia Selects suspects that such information is untrue, inaccurate, not current or incomplete, Magnolia Selects has the right to suspend or terminate your registration (in whole or in part) and refuse any and all current or future use of the Site (or any portion thereof), in its sole discretion, with or without notice to you, and without liability or obligation to you or any third party.

4. USER REGISTRATION.
In order to access and use certain content, features, and functionality of the Site including, without limitation, RSOD Content and Subscription Content (each as defined herein), we shall require you to register for the Site and have a unique username and password combination ("User Credentials") and provide certain additional information, which may include, without limitation, your email address, legal name, date of birth, country of residence, zip code, etc. (collectively, a "User Account"). If you purchase a product or service through the Services, our third party payment processors will collect the billing and financial information they need to process your charges. This may include your postal address, email address and financial information. Magnolia Selects does not collect or store your financial information, like credit card numbers. However, Magnolia Selects’s third party payment processors may share non-financial information with us related to your purchases, like your name, shipping address and items purchased in order to fulfill your order. If you elect to become a registered User of the Site, you are responsible for maintaining the strict confidentiality of your User Credentials, and you shall be responsible and liable for any access to or use of the Site by you or any person or entity using your User Credentials, whether or not such access or use has been authorized by you or on your behalf, and whether or not such person or entity is your employee or agent, including, without limitation, any fee-based transactions. You agree to (a) immediately notify Magnolia Selects of any unauthorized use of your User Credentials or User Account, or any other breach of security, and (b) ensure that you log off from the Site at the end of each session. It is your sole responsibility to (i) control the dissemination and use of your User Credentials and User Account, (ii) update, maintain and control access to your User Credentials and User Account, and (iii) cancel your User Account on the Site. We reserve the right to deny access, use and registration privileges to any User of the Site if we believe there is a question about the identity of the person trying to access any account or element of the Site. Magnolia Selects shall not be responsible or liable for any loss or damage arising from your failure to comply with this Section 4.

5. PROPRIETARY RIGHTS.
A. As between you and Magnolia Selects, Magnolia Selects owns, solely and exclusively, all right, title and interest in and to the Site and all content contained and/or made available on, through or in connection therewith (the "Content"), and all such Content is protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, rules, regulations and treaties. The term "Content" includes, without limitation, all films, video, audio/visual content, music (including the musical compositions therein), artwork, photographs, illustrations, graphics, logos, copy, text, computer code, software, data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Site, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, database rights and/or other intellectual property and/or proprietary rights therein (including with respect to any content contained and/or made available in any advertisements or information presented to you via the Site). Unless the context clearly requires otherwise or we explicitly set forth in writing, the term "Site" includes "Content" as well.

B. The Site is to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Site, including, without limitation, notices on any Content you transmit, download, display, print, stream or reproduce from the Site. Except as expressly authorized by Magnolia Selects (e.g., Site Services that allow for the use of embeddable or viral features, etc.), you shall not, nor shall you allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website or platform), or otherwise use, any Content without the express, prior written consent of Magnolia Selects or its owner if Magnolia Selects is not the owner. Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties. We require users to respect our copyrights, trademarks, and other intellectual property rights and shall aggressively enforce same to the fullest extent of the law, including seeking criminal prosecution. We likewise respect the intellectual property of others. If you believe that the Site contains elements that infringe your copyrights in your work, please follow the procedures set forth in Section 13 below.

6.VIDEO CONTENT..
A. General
Most of the motion pictures, films and other similar audio/visual Content available on the Site ("Video Content") is provided on a fee basis requiring payment of a fee ("Fee") in order to access and view same (collectively, "Fee-Based Video Content"). Subject to the terms and conditions set forth herein, Magnolia Selects may make available certain Video Content, in Magnolia Selects’s sole discretion, (i) on a transactional rental and/or streaming on-demand basis (i.e., pay-per-view streaming), which requires payment of a Fee in order to view a particular unit of Video Content during a specified time period an unlimited number of times (collectively and individually, "RSOD Content"), and (ii) on a subscription rental and/or streaming on-demand basis, which requires payment of a periodic subscription Fee (the “Subscription Fee”) in order to access and view an unlimited number of times during a specified period certain Video Content curated by Magnolia Selects (collectively and individually, the “Subscription Content”) and made available on a periodic basis by Magnolia Selects (the “Subscription Service”). For purposes of clarity, and the avoidance of doubt, (a) the term "Content" includes "Video Content" and all forms thereof, including, without limitation, “RSOD Content” and “Subscription Content”, and (b) "Video Content" includes "RSOD Content" and “Subscription Content”.

B. Video Content Restrictions and Terms
(i) Availability
You acknowledge that Magnolia Selects licenses some or all of the Content under agreement from third parties, and that Magnolia Selects may add, delete or disable Content, and/or add, delete, disable or modify some or all of the Site, at its sole election, and you acknowledge: (a) that you may no longer be able to use the Site to the same extent, or at all, as prior to such change or discontinuation, and (b) that Magnolia Selects shall have no obligation or liability to you in such case. In no event shall Magnolia Selects be liable for the removal of or disabling of access to any Content, Site Services, materials or functionality of the Site, including, without limitation, Video Content. Magnolia Selects may also impose limits on the use of or access to certain features or portions of the Content or the Site, in any case and without notice or liability to you. By way of example, and not limitation, not all Users of the Site, depending upon the User's geographic location, equipment, availability of certain Video Content, and other factors, will have access to all Video Content.
(ii) Minimum Requirements
In order to access and use the Site and the Content, including, without limitation, Video Content, you will be required to use Device(s) and other technology meeting certain system, configuration and other requirements, including, without limitation, as set forth in the Minimum System and Configuration Requirements, and you are responsible for ensuring that your Device(s) and other technology meet all such requirements at all times and prior to any purchase or order on or in connection with the Site.
(iii) Usage Rules
The Video Content purchased through the Site may be accompanied by technology and/or rules (e.g., Digital Rights Management technology) that protect digital information from access and limit and restrict your usage of the Video Content in accordance with certain rules and restrictions established by Magnolia Selects, its content partners and licensors ("Usage Rules"). You agree to comply with such Usage Rules, and shall not violate or attempt to violate any security components thereof. You further acknowledge and agree that the Usage Rules may be controlled and monitored by Magnolia Selects and/or its designees for compliance purposes, and Magnolia Selects reserves the right to enforce the Usage Rules with or without notice to you.
(iv) Objectionable Material; Minors
(a) You understand that by using the Site, you may encounter Content that may be deemed offensive, indecent, or objectionable by some, which Content may or may not be identified as such. Nevertheless, you agree to use the Site at your sole risk and that Magnolia Selects shall have no liability to you for Content that may be found to be offensive, indecent, or objectionable. Content types, ratings and descriptions (if any) are only provided for convenience, and you acknowledge and agree that Magnolia Selects does not guarantee their accuracy or the availability of same in connection with all Content.
(b) You acknowledge and agree that some of the Content on the Site is inappropriate for and may be offensive to those younger than 18 years of age (collectively, "Minors"), and as such, the Site is made available only for use by persons 18 years of age and older. In cases where you have authorized a Minor to use the Site, you recognize that you are fully responsible for: (x) the online conduct of such Minor; (y) controlling the Minor's access to and use of the Site; and (z) the consequences of any use or misuse by the Minor.

7. PRICING AND PAYMENT TERMS.
A. General
You hereby agree to pay in full the prices and fees (including, without limitation, all applicable taxes) for any purchases that are made using your User Account(s) via credit, debit or other payment means acceptable to Magnolia Selects, in its sole discretion, at the time of purchase. If payment is not received by us from your credit, debit or charge card issuer or its agents or other payment service provider, you agree to promptly pay all amounts due upon demand by us.
B. Pricing
The Fee-Based Video Content and other Content made available on the Site is offered at different prices set forth on the applicable webpage on the Site for the applicable Content. Magnolia Selects reserves the right to change any and all prices for any Fee-Based Video Content and other Content at any time, for any reason, without notice to you.
C. Payment Method Terms
The Site accepts Visa, MasterCard, American Express, and Discover credit cards, and Visa debit cards as forms of payment (the “Payment Method”), subject to certain restrictions, including, without limitation, territory restrictions, bank/payment card restrictions, spending limits, third party service provider restrictions or otherwise, which may prevent the processing of your order. If a transaction has been declined online due to payment card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card for your transaction and should use another card. If a payment card company is being used for a transaction, Magnolia Selects may obtain a pre-approval from the applicable payment card company for an amount up to the amount of the order. All purchases of Fee-Based Video Content are final once you click the "Submit" button and billing to your payment card occurs at such time or shortly thereafter.
D. Taxes
You are responsible for any taxes imposed on any fee-based transactions conducted on or in connection with the Site and applicable taxes will be added to the amount charged for the applicable transaction on the Site. Fee-based transactions on the Site may include, without limitation, sales tax, use tax and any other applicable taxes, which may be based on various factors, including, but not limited to, the bill-to address and tax rates in effect at the time your transaction is completed. No customers or Users are eligible for tax exemptions for transactions made on the Site.
E. Electronic Signature and Contracts
Your use of the Site includes the ability to enter into agreements and/or to make purchases electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and purchases. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on the Service, including without limitation and to the full extent allowed by law, notices of cancellation, policies, contracts, and applications.
F. Delivery of Video Content
Your exclusive and sole remedy with respect to Video Content for which you have paid but that you are not able to use will be (a) the retransmission of such Video Content, or (b) if such Video Content is unavailable, provision of replacement Video Content, of an equal or lesser value, as determined by us in our sole discretion, in each instance; provided, however, that retransmission or replacement of Video Content will not be provided in the event that you have not complied with the Minimum System and Configuration Requirements and/or the other requirements, terms and conditions described in these Terms of Use.

8.VIDEO CONTENT LICENSE TERMS AND BILLING.
A. RSOD Content License and Terms/br> Upon successful payment of the applicable Fee and subject to the terms and conditions set forth herein, Magnolia Selects will grant you a non-exclusive, non-transferable, non-assignable, non-sublicensable, limited right and license to view and privately display the RSOD Content as transmitted by Magnolia Selects via the Site for your own personal, noncommercial use; provided, however, that the foregoing right and license to the RSOD Content is limited in its term and duration to twenty-four (24) hours from the start of the initial display and viewing of the applicable RSOD Content so long as such initial display and viewing begins within thirty (30) days from the date of purchase, unless otherwise specified on the applicable webpage on the Site for the particular unit of RSOD Content (the "RSOD Term"). You understand and agree that you will not be able to access or view any RSOD Content upon expiration of the RSOD Term, and notice of the expiration of same shall not be provided to you.
B. Subscription Content License and Terms
Every month, Magnolia Selects will offer a number of units of Video Content as Subscription Content, which subscribers to the Subscription Service will be able to access on an unlimited basis for a period of time determined by Magnolia Selects in its sole discretion, in exchange for payment of a Subscription Fee. Upon successful payment of the applicable Subscription Fee (or registration to the Site as part of a free trial) and subject to the terms and conditions set forth herein, Magnolia Selects will grant you a non-exclusive, non-transferable, non-assignable, non-sublicensable, limited right and license to view and privately display the Subscription Content as transmitted by Magnolia Selects via the Site for your own personal, noncommercial use; provided, however, that, the foregoing right and license to the Subscription Content may be limited in its term and duration determined in its sole discretion by Magnolia Selects (the "Subscription Term"). You understand and agree that you will not be able to access or view any Subscription Content as part of the Subscription Service upon expiration of the Subscription Term, and notice of the expiration of same shall not be provided to you. As part of the Subscription Service, certain (or all) of the Subscription Content may be accessed through (i) streaming-on-demand on an unlimited basis (as long as the User remains a subscriber of the Subscription Service), and/or (ii) a download-to-rent basis, in which you can download the Subscription Content and watch it for twenty-four (24) hours from the start of the initial display and viewing of the applicable Subscription Content so long as such initial display and viewing begins within thirty (30) days from the date of download, unless otherwise specified by Magnolia Selects for such particular Subscription Content; upon expiration of the downloaded content, you may download it again as long as your subscription to the Subscription Service remains active for the duration of the Subscription Term for such content.

(i) Billing
By starting your MAGNOLIA SELECTS POWERED BY ATELIERE subscription, you are expressly agreeing that we are authorized to charge you a monthly subscription fee at the then current rate to the payment method you provided during registration (or to a different payment method if you change your account information) ("Payment Method"). Please note that prices and charges are subject to change with 30 days written notice provided by email to the address associated with your account. As used in these Terms of Use, "billing" shall indicate either a charge or debit, as applicable, against your Payment Method. The subscription fee will be billed at the beginning of the paying portion of your subscription and each month thereafter unless and until you cancel your subscription. Subscription fees are fully earned upon payment.

Click the My Account link on any Magnolia Selects powered by Ateliere page to see the end date for your current subscription period. We automatically bill your Payment Method each month on the calendar day corresponding to the day your paid subscription started. In the event your paid subscription began on a day not contained in a given month, we will bill your Payment Method on the last day of such month. For example, if you started your Magnolia Selects POWERED BY ATELIERE paid subscription on January 31st, your next payment date would be February 28th and your Payment Method would be billed on that date. You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers, and you authorize us to charge your Payment Method for such varying amounts. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or related charges. Check with your bank and credit card issuers for details.

PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance. We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email. If you want to use a different Payment Method or if there is a change in Payment Method, such as your credit card validity or expiration date, you may edit your Payment Method information by clicking the My Account link on any Magnolia Selects powered by Ateliere page. If your Payment Method is a credit card, and your credit card reaches its expiration date and you do not edit your Payment Method information or cancel your account (see, "Cancellation" below), you authorize us to continue billing that Payment Method and you remain responsible for any uncollected amounts.

ONGOING SUBSCRIPTION. WITH THE EXCEPTION OF ONE-TIME CHARGES FOR ONE-TIME EVENTS, YOUR MAGNOLIA SELECTS POWERED BY ATELIERE SUBSCRIPTION WILL CONTINUE MONTH-TO-MONTH UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION OR WE TERMINATE IT. YOU MUST CANCEL YOUR SUBSCRIPTION BEFORE IT RENEWS EACH MONTH IN ORDER TO AVOID BILLING OF THE NEXT MONTH'S SUBSCRIPTION FEES TO YOUR PAYMENT METHOD. WE WILL BILL THE MONTHLY SUBSCRIPTION FEE TO THE PAYMENT METHOD YOU PROVIDE TO US DURING REGISTRATION (OR TO A DIFFERENT PAYMENT METHOD IF YOU CHANGE YOUR ACCOUNT INFORMATION). SUBSCRIPTION FEES ARE FULLY EARNED UPON PAYMENT.

FREE TRIAL OFFERS. MAGNOLIA SELECTS POWERED BY ATELIERE may offer limited-time free trial subscriptions to certain you from time-to-time. Users who sign up for Content on a free trial basis may have limited access to such Content or other features of the Site. If you sign up for a free trial subscription, after the expiration of the free trial period, you will be charged the price then in effect for a subscription to the Content, unless otherwise provided to you when you originally subscribed. If you do not want to have continued access to the Content after the expiration of the free trial period, you must cancel your subscription within thirty (30) days of being charged the subscription fee for the Content. Upon cancellation, your credit card will be refunded for the amount of the most recent subscription charge, if any, so long as you have not used the subscription or accessed the Content following the expiration of the free trial period.

ACCESS TO CONTENT.
The Site provides you access to a variety of Content, including without limitation, digital books, magazines, articles, music and video, subject to your account being charged the appropriate one-time fee or subscription fee. Your payment for Content is for the purpose of providing you with a limited, non-exclusive license to access such digital content and you do not have any ownership right in or to any Content on the Site. Since the Site provides a streaming solution for Content, you are not currently able to permanently or temporarily download any Content on any device such as your personal computer, mobile phone or tablet. Your subscription or payment for Content means you are entitled to access such Content through the Site for so long as the third party content provider permits or makes such content available to MAGNOLIA SELECTS POWERED BY ATELIERE as part of MAGNOLIA SELECTS POWERED BY ATELIERE' agreement with its Third Party Providers. In the case of a one-time fee for Content, this time period may mean you are able to access such Content, as an example only, for a specified period of time from your date of payment. In the case of a subscription, you are permitted to access the Content through the Site so long as you maintain and pay for a subscription on MAGNOLIA SELECTS POWERED BY ATELIERE subject to the terms of this Agreement and of our agreements with Third Party Providers.

MAGNOLIA SELECTS POWERED BY ATELIERE changes, rearranges, adds or deletes content on an ongoing basis in order to refresh its Content offerings and for various other reasons. MAGNOLIA SELECTS POWERED BY ATELIERE may sell subscriptions to Content "bundles" which may offer access to certain groupings of Content at a different price from unbundled Content. MAGNOLIA SELECTS POWERED BY ATELIERE' ability to continue offering particular Content from Third Party Providers, either separately or in bundles, may change due to pricing or other contractual terms with such Third Party Providers. MAGNOLIA SELECTS POWERED BY ATELIERE reserves the right to offer Content bundled or unbundled, and to change or discontinue the Content included in a bundled offering, at any time. MAGNOLIA SELECTS POWERED BY ATELIERE will endeavor to notify you of any substantial changes to its Content and the effective date of such change(s). If you do not accept the proposed change(s), you have the right to cancel your subscription and/or terminate your account, and stop using the Site, as provided in these Terms of Use. If you do not cancel or terminate, your continued access and use of the Site will constitute acceptance of any changes.

9. CUSTOMER SUPPORT.
For assistance with billing questions, technical issues or order inquiries, please reach out to our customer service support by email: support@ateliere.com.

10. PERSONAL INFORMATION.
We respect your privacy and the use and protection of your personally identifiable information. In the course of your use of the Site, you may be asked to provide certain personalized information to us (such information referred to hereinafter as "Personal Information"). Our information collection and use policies with respect to the privacy of such Personal Information are set forth in the Site’s Privacy Policy, which is incorporated herein by reference for all purposes. We encourage you to read the Privacy Policy, and to use it to help make informed decisions. You acknowledge and agree that you are solely responsible for the accuracy and content of Personal Information.

11. USER CONDUCT.
You are solely responsible for your conduct on the Site. We want to keep the Site safe and fun for everyone and the use of the Site for unlawful or harmful activities is not allowed. You represent, warrant and agree that, while using the Site, you shall not:

(a) intentionally or unintentionally engage in or encourage conduct that would violate any applicable local, state, national or international law, rule, regulation, judicial or government order or treaty or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
(b) submit, post, email, display, transmit or otherwise make available on, through or in connection with the Site any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals), contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(c) submit, post, email, display, transmit or otherwise make available on, through or in connection with the Site any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity;
(d) intentionally or unintentionally engage in or encourage conduct that affects adversely or reflect negatively on Magnolia Selects, the Site, our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else, or discourage any person or entity from using all or any portion, features or functions of the Site, or from advertising, linking or becoming a supplier to us in connection with the Site;
(e) submit, post, email, display, transmit or otherwise make available on, through or in connection with the Site any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(f) use the Site for commercial or business purposes, including, without limitation, engaging in barter arrangements, pyramid schemes, advertising, marketing or offering goods or services or exploiting information or material obtained on, through or in connection with the Site, whether or not for financial or any other form of compensation or through linking with another website or web page;
(g) modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Site or the rights or use or enjoyment of the Site by any other User;
(h) impersonate any person or entity, including, without limitation, a Magnolia Selects official, or falsely state or otherwise represent your affiliation with a person, entity or User Posting (as defined herein), transmit or otherwise make available on, through, or in connection with the Site false or misleading indications of origin, information or statements of fact;
(i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Site, including User Postings (as defined herein);
(j) solicit passwords or personal identifying information for commercial or unlawful purposes from other Users or engage in spamming, flooding, harvesting of email addresses or other personal information, "spidering", "screen scraping", "phishing", "database scraping", or any other activity with the purposes of obtaining lists of Users or other information; or
(k) modify, reverse engineer, decompile or disassemble the Software, whether in whole or in part, or create any derivative works from or of the Software, or encourage, assist or authorize any other person to do so. Magnolia Selects reserves the right to investigate and take appropriate legal action against anyone who, in Magnolia Selects’s sole discretion, violates, or is suspected of violating, this Section 11, including, without limitation, reporting you to law enforcement authorities. Further, you acknowledge, consent and agree that Magnolia Selects may access, preserve and disclose your account and registration information and any other content or information if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with the legal process; (ii) enforce these Terms of Use; (iii) respond to claims that any content or information violates the rights of any third party; (iv) respond to your requests for customer or technical service; or (v) protect the rights, property or personal safety of Magnolia Selects, its Users or any third parties.

12. USER POSTINGS.
A. The Site may provide you and other Users with an opportunity to participate in blogs, web communities and other message, comment and communication features and may provide you with the opportunity to submit, post, email, display, transmit or otherwise make available comments, reviews, links, materials, ideas, opinions, messages and other information via the Site (each, a "User Posting", and collectively, "User Postings"). When you submit User Postings you may also be asked to provide information about you and your submission. This may include, without limitation, such things as your User Credentials, a descriptive title, information about the User Posting, your location and/or similar information. By submitting User Postings, you acknowledge and agree that the term "User Posting" also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your User Posting. You further acknowledge and agree that any User Postings made to or by means of any portion of the Site are public that (a) you have no expectation of privacy in any User Posting and (b) no confidential, fiduciary, contractually implied or other relationship is created between you and Magnolia Selects by reason of your transmitting a User Posting to any area of or in connection with the Site.

B. You understand, acknowledge and agree that all User Postings are the sole responsibility of the person from which such User Postings originated. This means that you are solely and entirely responsible for the consequences of all User Postings that you submit, upload, post, email, display, transmit or otherwise make available. User Postings do not reflect the views of Magnolia Selects and you understand that by using the Site, you may be exposed to other people’s User Postings that could be offensive, indecent or objectionable and, as such, Magnolia Selects does not guarantee the accuracy, integrity, quality or content of any User Postings. Under no circumstances shall Magnolia Selects be liable in any way for User Postings, including, without limitation, errors or omissions in any User Postings, or any loss or damage of any kind incurred as a result of any User Postings submitted, uploaded, posted, emailed, displayed, transmitted or otherwise made available.

C. The Site, including, without limitation, all User Posting features and functionality, is for non-commercial purposes only and you may not submit, post, email, display, transmit or otherwise make available, in any manner, any User Posting that we deem to be an Unauthorized Posting (as defined herein). We have the right, but not the obligation, to review any User Posting and to delete, remove, move, edit or reject, without notice to you, for any reason or for no reason whatsoever, any User Postings, including, without limitation, any Unauthorized Postings; provided, however, that Magnolia Selects shall have no obligation or liability to you or any third party for failure to do so or for doing so in any particular manner. As used herein, the term "Unauthorized Posting" means any User Posting that is or may be construed as violating any of the terms and conditions of these Terms of Use, including, without limitation, Section 5 herein, or is deemed to be unacceptable to Magnolia Selects, as determined in Magnolia Selects’s sole discretion.

D. In connection with all User Postings you submit, post, email, display, transmit or otherwise make available, you grant to Magnolia Selects the unqualified, unrestricted, unconditional, unlimited, worldwide, non-exclusive, irrevocable, perpetual and royalty-free right, license, authorization and permission, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your User Posting on the Site and any other websites, channels, services, and other distribution platforms, whether currently existing or developed in the future, for any purpose whatsoever (including, without limitation, for any promotional purposes) without accounting, notification, credit or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to Magnolia Selects, in our sole discretion. For the avoidance of doubt, the rights, licenses and privileges described in these Terms of Use and granted to Magnolia Selects shall commence immediately upon submission of your User Posting and shall continue thereafter perpetually and indefinitely, regardless of whether you use the Site as a registered User or not.

Magnolia Selects does not acquire any title or ownership rights in the User Postings that you submit and/or make available. After you submit, post, email, display, transmit or otherwise make available any User Posting, you continue to retain any such rights that you may have in such User Posting, subject to the rights, licenses and privileges granted herein. You also represent, warrant and covenant that (a) you own the User Posting posted by you or otherwise have the right to grant the rights, licenses and privileges described in these Terms of Use and to perform and comply with all of the requirements set forth herein; (b) your submission, uploading, posting, emailing, displaying, transmission and/or making available of User Postings does not violate these Terms of Use, any rights of any other party or entity, any of your obligations, any law, rule or regulation or infringe upon, misappropriate or violate any intellectual property, proprietary, privacy, moral, publicity or other rights of any party or entity; (c) you have the legal right and capability to enter into these Terms of Use and perform and comply with all of its terms and conditions; and (d) you hold and shall continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under these Terms of Use and shall pay for all royalties, fees, and any other monies owing to any person or entity by reason of your User Postings.

13. DIGITAL MILLENNIUM COPYRIGHT ACT.
A. If you are a copyright owner or an agent thereof and believe that any content on the Site infringes upon your copyrights, your may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works on the Site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Written notification of claimed infringement must be submitted to the following Designated Agent:

Name and Address of Designated Agent:
Magnolia Selects Support
c/o Ateliere Customer Service
ATELIERE CREATIVE TECHNOLOGIES, Inc.
*315 S Beverly Dr.
Suite #508
Beverly Hills, CA 90212*
support@magnoliaselects.com
855-466-9696*

Email Address of Designated Agent: support@magnoliaselects.com

For clarity, only DMCA notices should be sent to the Designated Agent and any other feedback, comments, requests for technical support, and other communications should be directed to customer service at support@magnoliaselects.com. You acknowledge and agree that if you fail to comply with all of the requirements of this Section 13, your DMCA notice may not be valid.

B. If you believe that your content was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to make such content available to Magnolia Selects for use on the Site, you may send a counter-notice containing the following information to our Copyright Agent:

Your physical or electronic signature; Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and Your name, address, telephone number, and, if applicable, e-mail address, and a statement that you shall accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by our Copyright Agent, Magnolia Selects may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Magnolia Selects’s sole discretion.

14. ADVERTISEMENTS.
From time to time, you may choose to communicate with, interact with, or obtain goods and services of or from third parties such as our advertisers, sponsors, or promotional partners (collectively, the "Advertisers") found on or through the Site or a hyperlinked site. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertisers or any goods or services you may purchase or obtain from any Advertiser).

15. PROMOTIONS, CONTESTS, AND SWEEPSTAKES.
From time to time, Magnolia Selects, or the Site's operational service providers, suppliers, and Advertisers may conduct promotions and other activities on, through or in connection with the Site, including, without limitation, contests and sweepstakes (collectively, the "Promotions"). Each Promotion may have Additional Terms and/or Rules which shall be posted or otherwise made available to you and, for purposes of each Promotion, shall be deemed incorporated into and form a part of these Terms of Use.

16. HYPERLINKS TO THIRD PARTY WEB SITES.
The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the Site or any other form of link or re-direction of your connection to, with or through the Site, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of Magnolia Selects, its successors and assigns, directors, officers, employees, representatives, agents, licensors, Advertisers, suppliers or operational service providers. We do not verify, endorse, or have any responsibility for any such third party websites, their business practices (including, without limitation, their privacy policies), or any goods or services associated with or obtained in connection with any such site, whether the Site's or Magnolia Selects’s logo and/or sponsorship identification is on the third party website as part of a co-branding or promotional arrangement. If any third party website you interact with obtains or collects Personal Information from you, in no event shall we assume or have any responsibility or liability. Accordingly, we encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each other website that you visit.

17. ASSIGNMENT.
These Terms of Use, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Magnolia Selects without restriction and without notice to you.

18. INDEMNITY.
You agree to defend, indemnify and hold Magnolia Selects, its successors and assigns, directors, officers, employees, representatives, agents, licensors, Advertisers, suppliers and operational service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) (collectively, "Claims"), arising in any way out of or in connection with (a) your use of the Site, (b) your breach or violation these Terms of Use or (c) your User Postings. Magnolia Selects reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Magnolia Selects’s defense of such Claim.

19. DISCLAIMER AND LIMITATIONS OF LIABILITY.
THIS SITE, AND ALL CONTENT, PRODUCTS, SERVICES AND USER POSTINGS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SITE WILL BE AVAILABLE FOR USE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THIS SITE, AND ALL CONTENT, PRODUCTS, SERVICES AND USER POSTINGS ARE HEREBY DISCLAIMED. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Site. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Site, including, without limitation, User Postings and Content associated with your use of the Site.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Magnolia Selects, ITS AFFILIATES, PARENT, SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SITE OR FROM THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

You further understand and acknowledge the capacity of the Site, in the aggregate and for each User, is limited. Consequently, some messages and transmissions, including, without limitation, User Postings, may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that Magnolia Selects assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions or User Postings or for any failure or delay associated with any User Postings and you are hereby expressly advised not to rely upon the timeliness or performance of the Site for any transactions or User Postings. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in these Terms of Use may not apply to you.

20. GOVERNING LAW; ACCESS; MISCELLANEOUS.
These Terms of Use, together with any Additional Terms, Rules, our Privacy Policy, and any other regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contain the entire understanding and agreement between you and Magnolia Selects concerning the Site and supersedes any and all prior or inconsistent understandings relating to the Site and your use thereof. These Terms of Use cannot be changed or terminated orally. If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and these Terms of Use shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of these Terms of Use; however, no action arising out of these Terms of Use or your use of the Site, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

These Terms of Use and your use of the Site is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding the State's conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

The Site is controlled and operated by Magnolia Selects from its offices in the State of New York, United States of America. Magnolia Selects makes no representation or warranty that the Content contained on or made available in connection with this Site is legal, appropriate or available for use in other locations. Those who choose to access the Site from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulation, if and to the extent local laws, rules and regulations are applicable. No software from the Site may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.

These Terms of Use were last modified on the date indicated above and are effective immediately.

All rights reserved.

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