Updated Sept 2, 2021

Part I – Terms Applicable to All Users

The terms and conditions set out in Part I are applicable to all Users.

1. Introduction

1. Acceptance of Terms

   Welcome to Projektor! Projektor is operated by Liquid Media Group (Canada) Ltd. (“Liquid Media”, “we”, “us”, “our”). These Terms of Service (the “Terms”) constitute a binding contract between you (“you” or “your”) and Liquid Media. These Terms govern your access and use of our website located at www.projektor.com (the “Site”), any mobile application we may provide from time to time related to the Site or branded as Projektor (the “App”), and all other products, services, and content we may provide or make available related to Projektor (collectively the “Projektor Services”). If you are a Content Creator, these Terms also govern your access and use of the Slipstream Services (defined below). Additionally, these Terms also govern the Content you upload to the Projektor Services and that Content’s distribution through various platforms referred to in these Terms. Please read these Terms carefully before using the Projektor Services.

2. Acceptance of Terms

   You accept and agree to be bound by these Terms when you: (a) access or use any of the Projektor Services; (b) click or tap a button, check a box, or sign a document indicating you accept these Terms; or (c) otherwise indicate that you accept these Terms. If you do not agree with or accept any of these Terms, you must cease using the Projektor Services immediately.

3. Organizations

   If you are using or accessing the Projektor Services on behalf of an organization, then you affirm: (a) that you are an authorized representative or agent of that organization with the authority to bind such entity to these Terms; and (b) that such organization accepts and is bound by these Terms. In such a circumstance, the words “you” and “your” as used in these Terms will refer to and apply to both that organization and you personally.

4. Composition of the Terms of Service

   These Terms of Service consist of three parts: Part I which applies to all Users; Part II which applies to Customers; and Part III which applies to Content Creators.

5. Privacy Policy

   You confirm that you have read and accept our Privacy Policy which describes how we collect, use, disclose, and otherwise handle your personal information. Our Privacy Policy is not a part of these Terms. Nothing in these Terms restricts Liquid Media’s right to alter the Privacy Policy.

6. Age Restriction

   The Liquid Media Services may be used only by persons who are at least 16 years of age. If you intend to upload any content to the Liquid Media Services or otherwise use the Liquid Media Services for a commercial purpose, you may use the Liquid Media Services only if you are at least 19 years of age or the age of majority under applicable law to form a binding contract with Liquid Media if such age is older than 19 in your jurisdiction. If you do not meet this requirement, you must not use the Liquid Media Services.

7. Accessibility

   We seek to make the Liquid Media Services as accessible as possible. If you have any problems accessing the Liquid Media Services or the content contained on it, please contact us at admin@projektor.com.

8. Notice of Binding Arbitration; Waiver of Class Action

   THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 16 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A STATE, OR COUNTRY IN WHICH THE COURTS WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH THE LIQUID MEDIA PARTIES, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, IN SECTION 16 OF THESE TERMS, YOU ALSO WAIVE YOUR RIGHT TO A JURY TRIAL AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST THE LIQUID MEDIA PARTIES. PLEASE CAREFULLY READ SECTION 16.

9. Other Important Terms Affecting Your Rights

   Sections 11 (Disclaimers; Assumptions of Risk) and 12 (Limitation of Liability) contain important terms affecting your rights and legal remedies against the Liquid Media Parties. We encourage you to review these sections carefully.

10. Modification to Services

    The Liquid Media Services, including its functionalities, features, pricing, information, Content, and materials, may be changed, withdrawn, or terminated by Liquid Media at any time in Liquid Media’s sole discretion without notice. Liquid Media will not be liable if for any reason all or any part of the Liquid Media Services or its Content is restricted to users or unavailable at any time or for any period.

11. Modification of Terms

    We may amend these Terms and any document referred to in these Terms at any time by posting the amended version on the Site or by providing you notice at the email address linked to your Projektor account. Such amendment will become effective and apply to you seven days after such notice unless prior to such amendment taking effect: (a) if you do not have an account, you permanently cease using Liquid Media Services; or (b) if you have an account, you delete your account in accordance with Section 2.9 (Account Deletion) and permanently cease using the Liquid Media Services. Your continued use of the Liquid Media Services after such seven-day notice period confirms your consent to and acceptance of such amendment, even if you deleted your account. The most current version of these Terms will govern your use and access of the Liquid Media Services, including any Content made available on or through the Liquid Media Services. These Terms may not be amended in any other way except through a written agreement between you and Liquid Media that expressly states it is amending these Terms.

12. Interpretation

    1. Interpretation

       For the purposes of these Terms: (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) Section headings do not affect the interpretation of these Terms; (d) words in the singular include the plural and those in the plural include the singular; and (e) a reference to writing or written includes email except where a contrary intention is indicated.

    2. Definitions

       The following definitions apply in these Terms:

       1. “Access Period” has the meaning provided in Section 18.15 (Paid Content License).
       2. “Affiliate” of a Person means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person. “control” for the purpose of this definition shall mean, with respect to any Person, the right to exercise or cause to be exercised at least fifty per cent (50%) of the voting rights in such Person.
       3. “Business Day” means a day other than a Saturday, Sunday, or public holiday in Vancouver, British Columbia.
       4. “Content” means any content, including video, audio, text, digital files, live events, live streams, graphics, images, and metadata, and includes content streamed to and from any of the Liquid Media Services.
       5. “Content Creator” means a User who has registered a content creator account on the Projektor Services (for clarity, a content creator account is an account that permits the account holder to publish Paid Content to the Liquid Media Services or sell Merchandise through an Online Store on the Projektor Services).
       6. “Customer” means a User who is a customer or prospective customer of Paid Content or Merchandise.
       7. “Legal Claim” means any allegation, claim, complaint, or determination that: (i) Content infringes third-party intellectual property rights; (ii) Content violates any other third-party rights; or (iii) Content violates applicable law.
       8. “Liquid Media Parties” means Liquid Media, its Affiliates, and its and their respective directors, officers, employees, agents, subsidiaries, successors, and assigns.
       9. “Liquid Media Services” means the Projektor Services or Slipstream Services, or both.
       10. “Merchandise” means goods and digital items available to be purchased through an Online Store, but for clarity does not include Paid Content.
       11. “TVOD Content” has the meaning set forth in Section 18.1 (Paid Content).
       12. “Paid Content” means Content that the Content Creator has published on the Projektor Services for the purposes of monetization through the Projektor Services and, as applicable: (1) as Subscription Content on the Slipstream Services; and (2) through distribution and sublicensing to the Third-Party Recipients. Paid Content includes Rental Content, Purchased Content, and Subscription Content.
       13. “Paid Subscription” means a paid subscription to the Slipstream Services that provides Slipstream Customers with access to a video library that includes the Subscription Content.
       14. “Person” means an individual, corporation, partnership, unlimited liability company, governmental authority, unincorporated organization, trust, association or any other entity.
       15. “Sales Tax” means any sales, excise, value-added, goods and services, consumption, or similar taxes, duties, or levies levied by any governmental authorities, including, the harmonized sales tax (HST), goods and services tax (GST), and provincial sales tax (PST).
       16. “Slipstream Services” means the website located at https://www.watchslipstream.com/ (“Slipstream Site”), any mobile application we may provide from time to time related to the Slipstream Site or branded as Slipstream (the “Slipstream App”), and all other products, services, and content we may provide or make available related to Slipstream (collectively the “Slipstream Services”).
       17. “Subscription Content” means Paid Content that forms part of a library of Content that may be accessed by Customers of the Slipstream Services who have an appropriate Paid Subscription.
       18. “Third-Party Recipients” has the meaning set forth in Section 19.2 (Distribution License)
       19. “User” means any user of the Liquid Media Services, including Customers and Content Creators.
       20. “Wares” has the meaning provided in Section 18.4 (Terms Applicable to Purchases of Paid Content and Merchandise).
       Other capitalized terms are defined in the text where the term appears.

2. Account Registration and Security

1. Registration

   To access, use, and receive certain parts of the Liquid Media Services, you must first complete the registration process to create an account, which may involve: (a) registering a unique user name and password (collectively, "Credentials"); (b) providing contact information, such as your name, phone number, email address, and delivery address; (c) providing payment and billing information; (d) providing tax identification documentation; and (e) and providing us with any other information we request on the account registration form. We may reject an account registration for any reason.

2. Accounts on Projektor and Slipstream

   If you have a Content Creator account on the Projektor Services, that account will also be valid as a Content Creator account on the Slipstream Services if Liquid Media has published your Paid Content as Subscription Content on the Slipstream Services. If you have a Customer account on the Projektor Services, you will require a separate account on the Slipstream Services and may be required to pay a fee before you may access the Slipstream Services. To register an account on the Slipstream Services, please visit watchslipstream.com/.

3. Account Data

   You shall provide true, accurate, current and complete information about yourself to Liquid Media and otherwise through the Liquid Media Services, including with respect to the creation and maintenance of your account (such information being " Your Information"). You shall also maintain and promptly update Your Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, out-of-date, or incomplete, or if Liquid Media suspects that such information is untrue, inaccurate, not current or complete, Liquid Media may suspend or terminate your account and refuse any and all current or future use of the Projektor Service (or any portion thereof) by you.

4. Phone Number

   By providing us with a phone number, you consent to receive calls and text-messages (SMS or MMS) from us and our Service Providers (defined below) regarding the Liquid Media Services. Standard rates apply. Subject to reasonable processing times, you may opt-out of these communications by texting “STOP” to the number sending you the text-messages.

5. No Account Sharing

   This Section 2.5 (No Account Sharing) is subject to Section 2.6 (Authorized Users). Your account and Credentials are specific to you and may not be shared with or transferred to any other Person. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other Person to use your account or Credentials, and you will immediately notify Liquid Media if you know or suspect that your account or Credentials have been used by any other Person. You shall not use or access an account which is not your own or that of an organization to which you belong. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You also agree to ensure that you logout from your account at the end of each session.

6. Authorized Users

   Notwithstanding Section 2.5 (No Account Sharing), if you are an organization, you may permit your employees to access your account and use your Credentials (those employees, “Authorized Users”). You are responsible and liable for all uses of the Liquid Media Services resulting from access provided by you to other Persons, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of your Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken or not taken by you will be deemed a breach of these Terms by you. You shall use reasonable efforts to make all Authorized Users aware of these Terms.

7. Responsibility for Access

   You are solely responsible for all costs, expenses, and liabilities related to your access, use, and receipt of the Liquid Media Services. For example, you are responsible for: (a) your internet, wireless, and data costs incurred in connection with your use or access of the Liquid Media Services; and (b) obtaining and maintaining a compatible device or other hardware or software to access and use Liquid Media Services. Availability of the Liquid Media Services is subject to your continued access to sufficient internet or data services. Your access to certain features of the Liquid Media Services and Paid Content may require having a device and software that meets our compatibility and minimum technical specification requirements.

8. Suspension or Deletion of account

   We may at any time disable or delete your account, any user name, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any reason, including any violation of any provision of these Terms.

9. Account Deletion

   You may delete your account by emailing us at admin@projektor.com with your deletion request and following the instructions we provide you. However, your account deletion request will not be completed until all amounts you owe to Liquid Media have been paid and if you are a Content Creator with an Online Store, all of you unfilled paid orders of Merchandise have been shipped.

10. Further Matters Concerning Your account

    Liquid Media may act upon any communication that is given through your account or by using your Credentials. Liquid Media is not required to verify the actual identity or authority of a person using your account or Credentials, but Liquid Media may in its discretion at any time require verification of the identity of a person seeking to access your account and may deny access to and use of your account if Liquid Media is not satisfied with the verification. If Liquid Media, in its discretion, considers your account or Credentials to be unsecure or to have been used inappropriately, then Liquid Media may immediately cancel the account or Credentials without any notice to you. We may require you to change your Credentials from time to time.

11. Legacy Accounts

    If you had an account on https://www.reelhouse.org/, that account will continue to be valid on the Projektor Services, but we may require you to update your registration information before certain features and functionalities of the Projektor Services will be available to you.

3. Provision of the Projektor Services

1. Access to the Projektor Services and Content

   Subject to these Terms and conditional upon your compliance with these Terms, Liquid Media grants you access to the Projektor Services as made available to you. The particular features and functionalities of the Projektor Services available to you will depend upon your account type and the purchases you make.

2. Reviews and Comments

   You acknowledge that the Liquid Media Services might allow users to review and comment on Content and that such reviews or comments might be negative or contain inaccuracies. Posted User reviews and comments will be publicly viewable on the Liquid Media Services. User reviews and comments may affect placement and discoverability of Content on the Liquid Media Services. Liquid Media is not obligated to monitor or remove any User reviews or comments but has the right to do so. If Content falls below a certain review score threshold, as determined by Liquid Media from time to time, Liquid Media may remove such Content from the Liquid Media Services and cease distributing it. You release and agree to release Liquid Media from any liability related to review or comments made on the Liquid Media Services regarding you, your Content, your Merchandise, or any of your services.

3. Screening of Merchandise

   Liquid Media is not obligated to screen, monitor, or review any Merchandise sold by Content Creators, but Liquid Media has the right to do so and Liquid Media may remove Merchandise from Online Stores for any reason. Once Liquid Media has removed Merchandise from an Online Store, it will no longer be available for purchase by Customers.

4. Content

1. Content Uploaded to Projektor

   Portions of the Projektor Services may allow Users to upload Content to the Projektor Services. Liquid Media is not obligated to screen, edit, or review any Content, but Liquid Media has the right to do so. You shall not upload Content to the Projektor Services that violates these Terms. Liquid Media has no obligation to host or provide access to any Content. Please note that Content on the Projektor Services does not necessarily reflect the views of Liquid Media, and Liquid Media disclaims all responsibility and liability for any such Content and for any losses, injuries, or expenses resulting from their use, availability, or appearance on the Projektor Services.

2. Licenses to Your Content

   You retain the copyright and any other rights you already hold in your Content. However, each time you submit Content to Liquid Media or otherwise upload Content to the Projektor Services, you grant Liquid Media and its Affiliates the licenses described in this Section.

   1. Content License Granted to Liquid Media

      By submitting Content to Liquid Media or otherwise uploading Content to the Projektor Services, you grant Liquid Media and its Affiliates a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers) and transferable license to use your Content as necessary or useful for Liquid Media to provide or promote the Liquid Media Services and to advance the business of Liquid Media and its Affiliates (such usage rights include the right to access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, transmit, telecommunicate, transcode, modify, repost, rent out, sublicense, create derivative works from, and distribute your Content) (the “Content License”). Without limiting the generality of the foregoing, the Content License permits Liquid Media and its Affiliates to:

      1. deliver your Content to Users of the Liquid Media Services, including by streaming;
      2. allow your Content to be downloaded by Users of the Liquid Media Services;
      3. to transmit, exhibit, broadcast, publicly display, publicly perform, distribute, copy, store, provision into or reproduce the Content on or through the Liquid Media Services, either in its original form, copy or in the form of an encoded work;
      4. to secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms based on the Content;
      5. to distribute, transmit, or display the Content and encoded works via such technologies as are supported by Liquid Media from time to time;
      6. include portions of your Content in promotional materials promoting the Liquid Media Services or Liquid Media;
      7. embed or frame your Content on third-party services;
      8. advertise, promote, or market your Content;
      9. convert or compress your content for optimized delivery, including by upscaling, downscaling, changing the aspect ratio, cropping, or converting file format;
      10. monetize your Content, including by running advertisements before, during, or after the display of your Content including advertisements that pop up during the delivery of your Content or overlay your Content;
      11. include advertisements in the webpage or frame surrounding or in the vicinity of your Content;
      12. translate your Content into different language, including by adding dubbed audio and translated closed captions;
      13. generate same language closed captions of the audio contained in your Content;
      14. add text, audio, stickers, and watermarks to your Content;
      15. modify your Content to comply with any time requirements, technical requirements, or local laws (including censorship laws);
      16. make thumbnails and previews from your Content; and
      17. to perform such other acts with respect to the Content as are necessary or useful from time to time to provide the Liquid Media Services.

   2. Personality Rights License

      By submitting Content to Liquid Media or otherwise uploading Content to the Projektor Services, you hereby grant Liquid Media and its Affiliates the right to use, and to authorize Third-Party Recipients to use, your name (including any stage name or fictional name), picture, portrait, image, likeness, biographical information, and voice included in your Content, for the purposes of promoting your Content, the Liquid Media Services, or (in the case of Third-Party Recipients) the Third-Party Platforms.

   3. License Duration

      Subject to Section 4.7(b), each of item of Content will continue to be licensed under the licenses described in this Section 4.2 (Licenses to Your Content) and, as applicable, Section 19.2 (Distribution License) until that item of Content has been removed from the Projektor Services, the Slipstream Services, and from all Third-Party Platforms to which it has been distributed, at which time that item of Content will no longer be licensed under those licenses. Notwithstanding the foregoing, those licenses will continue to the extent necessary to enable Liquid Media to exercise the rights provided to Liquid Media under Section 4.7(b).

3. Waiver of Moral Rights

   When you submit Content to Liquid Media or upload any Content to the Projektor Services and you are the author of such Content, you irrevocably and unconditionally waive all moral rights you may now or in the future have in any such Content.

4. Representations and Warranties You Grant

   Each time you submit Content to Liquid Media or upload Content to the Projektor Services, you confirm, represent, and warrant to Liquid Media that:

   1. you either own fully and outright or otherwise possess and have obtained all rights, approvals, licenses, consents and permissions as are necessary to perform your obligations under these Terms, exercise your rights under these Terms, to grant the licenses granted by you under these Terms, and to supply that Content to us for our use, distribution, and licensing as contemplated by these Terms;

   2. the Content and the distribution or publication of the Content through the Projektor Service or through or by any Third-Party Recipient, directly or indirectly, does not, and will not, infringe or misappropriate any Person’s rights (including intellectual property rights, moral rights, privacy rights, and personality rights);

   3. the Content complies with these Terms and all applicable laws;

   4. you have obtained and paid for all necessary releases from all Persons who appear, or who have property that appears, in your Content;

   5. you have obtained and paid for, and shall be solely responsible for paying any fees attributable to, all consents, licenses, permissions, and authorizations necessary to sell, distribute, and license your Content as contemplated under these Terms, including all:

      1. required consents and licenses from artists, actors, directors, performers, writers, producers, or any other individuals who appear in your Content or the results and proceeds of whose services are utilized in your Content;
      2. required synchronization and master use licenses from the owners of the musical compositions and sound recordings embodied in your Content (or their designated representatives);
      3. consents from and payments to any labor unions and guilds, to the extent required under applicable collective bargaining agreements or otherwise (e.g., residuals, re-use, rerun and other similar fees or payments required by any applicable union or guild agreement); and
      4. public performance licenses from applicable public performance rights collection organizations (e.g., ASCAP, SOCAN, BMI or SESAC);

   6. You have paid all other license fees or other fees required to be paid to third parties for performance of your obligations or exercise of your rights under these Terms, for the grant of the licenses under this Agreement, and for any other act by you under these Terms (collectively, Section 4.4(d), 4.4(e) and Section 4.4(f) are “Third Party License Fees”)

5. Third-Party License Fees

   You shall timely pay any Third Party License Fees required to be paid in the future for performance of your obligations or exercise of your rights under these Terms, for licenses you grant under these Terms, and for any other act by you under these Terms. For clarity and avoidance of doubt, You agree that, as between you, on the one hand, and Liquid Media, on the other hand, any obligation to pay Third Party License Fees as a result of the sale, distribution, or licensing of your Content pursuant to these Terms will be your obligation and not the obligation of Liquid Media.

6. Responsibility for Content

   You understand that all Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using the Projektor Services, is the sole responsibility of the Person from whom it originated. This means that you, and not Liquid Media, are entirely responsible: (i) for all Content that you submit to Liquid Media or otherwise upload to the Projektor Services; and (ii) for ensuring that all Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights (including intellectual property rights, moral rights, privacy rights, and personality rights). Liquid Media does not guarantee the accuracy, integrity, or quality of any Content. You shall not hold Liquid Media responsible or liable for any inaccuracies or for any errors or omissions in any Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any Content available on the Liquid Media Services. Your access and use of Content is at your sole risk and you are solely responsible for all results you obtain or fail to obtain from your use of Liquid Media Services or any Content you access or use.

7. Removal of Your Content By You

   1. Subject to Section 4.8 (Refusal to Remove Content) and Section 4.10 (Preservation of Account and Content), you may remove your Content from the Projektor Services by using the Content deletion tool provided on the Projektor Services. After you submit a Content removal request to the Projektor Services, we will submit a Content removal request to all Third-Party Platforms to which your Content has been distributed. You acknowledge that removal of your Content from the Liquid Media Services and Third-Party Platforms may take up to 90 days.

   2. If you remove Content from the Projektor Services, we will stop making that Content available through the Liquid Media Services; except that we and the Third-Party Recipients may:

      1. delay the removal of your Content to allow customers who have rented your Content as Rental Content the opportunity to access the Content within their Access Period;
      2. continue to allow customers who have purchased your Content as Purchased Content to access your Content through the Projektor Services; or
      3. we or the Third-Party Recipient may deny the customers referred to in Paragraphs 4.7(b)(i) or 4.7(b)(ii) continued access to the Content and provide a refund to those customers, in which case you shall reimburse Liquid Media for any refunds provided.

      Notwithstanding the foregoing, if we have included your Content in any materials where removal of your Content from such materials is not possible or practical, then our license to use that Content will continue in respect of that Content’s inclusion in such materials. You acknowledge that removal of an item of Content from the Projektor Services will not result in the removal of that item of Content from any device to which it has been downloaded.

8. Refusal to Remove Content

   We may refuse to remove your Content if removal would interfere with: (i) our or any governmental authorities’ ability to investigate breaches of these Terms or illegal activity; or (ii) our ability to comply with applicable law, a court order, or the request of a governmental authority. Where we have refused to remove your Content for any of the previously mentioned reasons, we will retain your Content only for so long as necessary or useful for the reason it was retained.

9. Removal of Your Content By Liquid Media

   You acknowledge that Liquid Media is not obligated to pre-screen, monitor, or modify Content, but that Liquid Media has the right (but not the obligation) to refuse, remove, modify, or delete any Content that is available via the Liquid Media Services for any reason. Without limiting the generality of the foregoing, Liquid Media may remove your Content from the Liquid Media Services if your account is deleted.

10. Preservation of Account and Content

    You acknowledge and expressly consent to Liquid Media, accessing, preserving, and disclosing your account information and Content if required to do so by law or if in good faith Liquid Media believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; (e) to protect or advance Liquid Media’s legal rights; or (f) protect the rights, property, or personal safety or security of Liquid Media, or our Affiliates, staff, users, Service Providers, or the public.

11. Removal of Content from Devices

    Content Creators acknowledge that the removal of Content from the Liquid Media Services will not automatically result in the removal of that Content from any Device where such content is stored.

12. Legacy Content

    Content you uploaded to https://www.reelhouse.org/ will be deemed uploaded by you to the Projektor Services for the purposes of these Terms.

5. Advertisements and Payments

1. Advertisements and Contract Formation

   Advertisements respecting products, services, Merchandise, and Content available on the Projektor Services, are invitations to you to make offers to purchase and are not offers to sell. A properly-completed order by you constitutes only your offer to purchase, even if Liquid Media has processed payment for such offer. Your order will be accepted only if and when Liquid Media sends a purchase confirmation email (“Confirmation Email”) to the email address you provided during your registration or order process or as otherwise updated on your account. If Liquid Media does not accept your order in whole or in part, Liquid Media will refund any amounts paid by you to Liquid Media for the order or part of the order not accepted.

2. Corrections

   Any price offers or advertisements given by Liquid Media will be valid for the period stated on the offer or advertisement , except that Liquid Media may reject any sale for any reason, including for typographical errors, illustrative errors, or a misprint in the price offer or advertisement. In the event of a pricing mistake, we will not be bound by the incorrect price.

3. Depictions of Merchandise and Other Products

   Merchandise and products sold by Liquid Media (“Liquid Media Products”) may differ slightly from how depicted in any illustrations, photography or descriptions on the Projektor Service. Liquid Media has endeavoured to display as accurately as possible the colours of Merchandise and Liquid Media Products as they appear on the Projektor Service. However, as the actual colours you see will depend on photographic processes and your screen, Liquid Media cannot guarantee that your screen’s display of any colour will be accurate.

4. Product Changes

   Our products and services, and the Content and Merchandise on the Liquid Media Services, may change or be discontinued at any time. Paid Content and Merchandise that is delivered will have similar characteristics of what you ordered, but minor changes between what is delivered and what is described through the Projektor Service are possible.

5. Charges

   You acknowledge and agree that your use of certain Projektor Services and purchase on the Projektor Services may result in charges (“Charges”) to you, including applicable taxes, bank fees, transaction fees, currency exchange fees or fluctuations, and applicable shipping and handling charges. You can find prices and fees in these Terms or on the Projektor Services. Prices and fees may be updated by Liquid Media at any time and Liquid Media is not obligated to provide you with any refund or price protection in the event prices are reduced. You agree to promptly pay all applicable Charges and any other amounts owed by you to us. Charges might be one-time or recurring, depending on what you have purchased. Provision of the Projektor Services is conditional upon your prompt payment of Charges. We may suspend the provision of Projektor Service and suspend your access to Content to you if you fail to pay any amounts you owe to Liquid Media.

6. Promotional Offers

   1. At our discretion, we may make available certain Liquid Media Services or the Content or Merchandise available on the Liquid Media Services at a discount or for free for a trial period (“Promotions”). We reserve the right to modify or cancel these Promotions at any time. If we reasonably determine you have violated the terms applicable to the Promotion, we may charge you the full price for the produce or service that was otherwise subject to the Promotion. At the end of any free trials, if you have not cancelled your purchase, you agree that we (or our third-party payment processor) may begin charging you for your purchase without additional notice to you.

   2. If you have published Paid Content on the Projektor Services or offered Merchandise for sale through an Online Store, you acknowledge and agree that Promotions may reduce the gross revenues that would otherwise be collected from the sale of the Paid Content or Merchandise if a Promotion were not occurring and may result in less money being paid to you.

7. Re-Acceptance of these Terms

   Each time you make a purchase on the Projektor Services, you confirm or reaffirm your acceptance of these Terms in the then-current version in force at the time you make your purchase. You are responsible for reviewing these Terms prior to making purchases.

8. Purchases of Paid Content and Merchandise from Content Creators

   You understand that when you purchase Paid Content or Merchandise through the Projektor Services, although the purchase is being facilitated by Liquid Media, the Content Creator who published the Paid Content or offered the Merchandise that you have purchased is the vendor of that Paid Content or Merchandise.

9. Transaction Limits

   Liquid Media may impose on Customers or Content Creators limits on the quantity or value of individual transactions or aggregate transactions over any period of time we may determine. Liquid Media has no liability to you or any other person for any transactions we refuse to facilitate.

6. Intellectual Property

1. Our Copyrights and Trademarks

   1. Reservation of Rights

      The Liquid Media Services, Content and all intellectual property rights in the Liquid Media Services and Content are owned by Liquid Media or our licensors. We and our licensors reserve all our intellectual property rights (which include all copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.

   2. Trademarks

      Liquid Media, Projektor, Slipstream, and WatchSlipstream are our trademarks or the trademarks of our Affiliates (used under license). Other trademarks and trade names may also be used on the Liquid Media Services, which might belong to us or our licensors. The use or misuse of any trademarks or any other content on the except as provided in these terms and conditions is strictly prohibited. Nothing contained on the Liquid Media Services will be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark without our prior written permission.

   3. Third-Party Materials Contained in the Liquid Media Services

      The Liquid Media Services may include software, content, data or other materials, including related documentation, that are owned by persons other than Liquid Media (“Third-party Materials”) and that are provided to you on license terms that are in addition to or different from those contained in these Terms ("Third-party Licenses"). You are bound by and shall comply with all Third-party Licenses. Any breach by you of any Third-party License is also a breach of these Terms. Liquid Media has no responsibility or liability for Third-Party Materials.

2. Ownership of Derivative Content

   Liquid Media owns all data, information, materials, works, and content derived or created from Content (“Derivative Content”).

3. Feedback

   We welcome any questions, comments or feedback you might have about the Liquid Media Services or these Terms ("Feedback"). Please refer to the Contact section of this Site for our contact information. That said, the Liquid Media Services are not a secure means of communication and any information or Content you supply to us will not be kept confidential. For that reason, you should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use or disclosure of such submissions. You agree we are free to use your Unwanted Submissions as we see fit without any liability owed to you.

4. License to Feedback and Submissions

   If you provide Feedback, or Unwanted Submissions, you grant Liquid Media a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, publish, distribute, publicly display, publicly perform, translate, adapt, modify, telecommunicate, rent out, commercialize, monetize, and create derivative works from the Feedback or Unwanted Submissions in any way and for any purpose without providing any compensation to you or any other Person. You also grant Liquid Media the right to use the name you submit with your Content or Feedback, if any, in connection with Liquid Media' rights under these Terms.

5. Third-Party Rights Warranty

   Each time you submit Content, Feedback, or Unwanted Submissions to Liquid Media or otherwise upload Content, Feedback, or Unwanted Submissions to the Liquid Media Services, you represent, warrant, and covenant to Liquid Media that your Content, Feedback, and Unwanted Submissions do not violate the privacy rights, intellectual property rights, personality rights, moral rights or any other rights, of any person.

6. Infringing Content

   As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on the Liquid Media Services. If you find anything on the Liquid Media Services that you believe infringes your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement to us at admin@projektor.com.

7. Software

1. Software

   From time to time, we might make software available for downloading from the Liquid Media Services or through a third-party app store. This software is our copyrighted work or that of our licensors. You may use such software only in accordance with the terms of the end user license agreement, if any, which accompanies the software and, subject thereto, in accordance with these Terms. If you access software through a third-party app store, you may also be required to agree to the terms and conditions and privacy policy of that app store. All such software is made available for downloading solely for your internal use in a non-commercial manner (except as otherwise agreed in writing by Liquid Media). Any reproduction or redistribution of software not in accordance with the end user license agreement or these Terms is expressly prohibited, and may result in severe civil and criminal penalties. Liquid Media may update the software from time to time to correct bugs and errors, to add or remove features or functionalities, and to improve the software.

2. Disclaimer of Warranties

   Software made available by Liquid Media is warranted only to the extent expressly provided in the terms of its applicable end user license agreement (if any). We hereby disclaim all other warranties, conditions and other terms (whether express or implied) with regard to such software, including all implied warranties and conditions of satisfactory quality, freedom from defects, merchantability, non-infringement, and fitness for a particular purpose. In no event shall our aggregate liability in respect of any such software exceed the limitations of liability in the applicable end user license agreement, or in all other cases the amount you paid us for the relevant software. We do not represent or warrant that the software will be compatible with your device.

8. Acceptable Use Policy

1. Condition to Access

   Your access, use, and receipt of the Liquid Media Services is conditioned upon your unbroken compliance with these Terms.

2. Community Guidelines and Copyright Policy

   You shall ensure that your use of the Liquid Media Services complies with our Community Guidelines and Copyright Policy. Our Community Guidelines and Copyright Policy are incorporated into these Terms and form an integral part of these Terms.

3. Acceptable Use

   You shall not misuse the Liquid Media Services or assist or permit any other person’s misuse of the Liquid Media Services. Without limiting the generality of the foregoing or anything else in these Terms:

   1. you warrant and agree that your use of the Liquid Media Services and your Content will not:

      1. in any manner violate any applicable federal, provincial, state, local, or international law or regulation including any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
      2. without limiting the generality of section 8.3(a)(i), infringe, violate, or misappropriate the intellectual property rights, personality rights, moral rights, or privacy rights of any third party;
      3. involve, include, or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable;
      4. involve stalking, attempting to exploit any individual or harm minors in any way by intentionally exposing them to inappropriate content or otherwise;
      5. involve, provide, or contribute any false, inaccurate or misleading information;
      6. involve or include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms;
      7. involve impersonating any person or entity or falsely stating or misrepresenting your affiliation with a person or entity;
      8. involve or include engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Liquid Media Services, or which, as determined by us, may harm Liquid Media, the Service Providers, or other users of the Liquid Media Services or expose them to liability;
      9. involve or include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
      10. involve or include sending spam or unsolicited commercial electronic messages;
      11. promote any illegal activity, or advocate, promote, or assist any unlawful act;
      12. give the impression that your Content originates from or is endorsed by us or any other person or entity, if this is not the case; or
      13. involve or include acts or omissions that may be considered defamatory, discriminatory, fraudulent, tortious, or otherwise malicious or harmful to any person; and

   2. you agree not to:

      1. use the Liquid Media Services to enable the distribution of Content beyond the scope of the rights or licenses you posses with regard to such Content;
      2. offer, for sale or otherwise, or to sell, any illegal or unlawful items or service which would be illegal or unlawful to sell in the jurisdiction in which it is sold;
      3. offer, for sale or otherwise, or to sell any items or service where doing so through the Liquid Media Services would cause Liquid Media to violate any law or regulation;
      4. access content and data that is not intended for you or for which you have not paid;
      5. attempt to breach or breach the Liquid Media Services’ security or authentication measures;
      6. restrict disrupt or disable service to users, hosts, servers or networks;
      7. illicitly reproduce TCP/IP packet header;
      8. disrupt network services or otherwise disrupt our ability to monitor the Liquid Media Services;
      9. use any robot, spider, or other automatic device, process, or means to access the Liquid Media Services for any purpose, including monitoring or copying any of the material on the Liquid Media Services;
      10. introduce or distribute any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
      11. attack our website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing;
      12. data scrape, index, or data mine the Liquid Media Services;
      13. use scrapers, indexing tools, or other automated tools on the Liquid Media Services;
      14. mirror or frame any part of our website;
      15. interface any application with the Liquid Media Services;
      16. harvest or otherwise collect, use or disclose personal information about our Users, including email addresses, without their prior consent and then only in compliance with applicable data protection and privacy laws;
      17. reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from, or exploit in any way the Liquid Media Services or its Content except as permitted by us under these Terms or under an applicable open source license, or as expressly provided under applicable law; and
      18. otherwise attempt to interfere with the proper working of the Liquid Media Services

9. Reliance

1. No Professional Advice

   The Content contained in the Liquid Media Services and any information provided by Liquid Media or any of its representatives to you is provided for general informational purposes only, is not expert or professional advice, and has not been tailored for your specific circumstances.

2. Availability

   We do not represent, warrant or guarantee in any way the continued availability of the Liquid Media Services or uninterrupted use by you of the Liquid Media Services. You acknowledge that access and use of our Site may be subject to bugs, malfunctions, delays, and downtime. You recognize that, due to the nature of the internet and electronic devices, your access and use of the Liquid Media Services may be inhibited or affected by factors outside of our control.

3. Accuracy of Content

   Although we work to provide you with accurate Content, mistakes sometimes happen and we do not warrant that any Content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose.

10. Third Party Websites and Content

1. Third-Party Content

   From time to time, we may link to other websites or provide third-party content on through the Liquid Media Services solely as a convenience to you. The provision of this content does not imply an endorsement of any linked websites or an affiliation with their owners or operators. Liquid Media has no control over the content of any linked website and your use of such website may be subject to a third-party’s terms and conditions and privacy policy. The content on third-party websites is the sole responsibility of the owner or operator of the linked website.

2. Third-Party Providers

   Additionally, the Liquid Media Services and the Content might be available through third party providers. We do not control such third parties. When accessing the Liquid Media Services through a third party, your use of the Liquid Media Services may also be subject to the terms and conditions, and privacy policy, of such third party. We do not warrant, endorse, guarantee, provide any conditions, warranties, or representations, or assume any responsibility or liability for any information, content, product, or service advertised, offered, made available, or performed by any third party unless we expressly say so and we will not be a party to any transaction that you may enter into with any such third party.

11. Disclaimers; Assumption of Risk

1. Disclaimer of Warranties

   YOU UNDERSTAND AND AGREE THAT YOUR ACCESS AND USE OF THE LIQUID MEDIA SERVICES AND ITS CONTENT IS AT YOUR OWN RISK. THE LIQUID MEDIA SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, and “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SUITABILITY, OR OTHERWISE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. LIQUID MEDIA MAKES NO WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE LIQUID MEDIA SERVICES, INCLUDING ITS CONTENTS AND PRODUCTS. WITHOUT LIMITING THE FOREGOING, LIQUID MEDIA DOES NOT REPRESENT OR WARRANT THAT THE LIQUID MEDIA SERVICES (INCLUDING ITS CONTENT, OR ANY PRODUCTS FOUND OR ATTAINED THROUGH THE LIQUID MEDIA SERVICES) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR, THAT THE LIQUID MEDIA SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ALSO EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIQUID MEDIA SERVICES RELY UPON THIRD-PARTY SOFTWARE AND SERVICES FOR CERTAIN FUNCTIONS, AND EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, LIQUID MEDIA MAKES NO REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE TO YOU THAT SUCH SOFTWARE OR SERVICE WILL BE ERROR FREE, ACCOMPLISH THE SPECIFIED INTENT OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC AND THE LIQUID MEDIA PARTIES WILL NOT BE LIABLE FOR ANY FAILURE THEREOF TO YOU.

2. Assumption of Risk

   YOU DECLARE THAT YOU ARE AWARE OF THE RISKS, DANGERS, AND HAZARDS ASSOCIATED WITH VIEWING THE CONTENT YOU ACCESS AND USING THE MERCHANDISE YOU PURCHASE AND THAT YOU FULLY ASSUME ALL SUCH RISKS, DANGERS, AND HAZARDS AND THE POSSIBILITY OF INJURY, DEATH, PROPERTY DAMAGE, OR LOSS RESULTING THEREFROM. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL RESULTS YOU OBTAIN OR FAIL TO OBTAIN FROM YOUR USE OF THE LIQUID MEDIA SERVICES, IT CONTENT, AND ANY MERCHANDISE YOU PURCHASE THROUGH THE LIQUID MEDIA SERVICES.

12. Limitation of Liability

1. Dollar Cap

   WITHOUT LIMITING SECTION 12.2, THE LIQUID MEDIA PARTIES’ CUMULATIVE AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE LIQUID MEDIA SERVICES, ITS CONTENT, OR THE MERCHANDISE WILL NOT EXCEED: (A) IF YOU ARE USING THE LIQUID MEDIA SERVICES AS A USER OTHER THAN A CONTENT CREATOR, THE GREATER OF THE AMOUNT YOU PAID US IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND $100 (EXCEPT THAT IF YOU USED THE LIQUID MEDIA SERVICES ON A FREE BASIS, THEN THE LIQUID MEDIA PARTIES’ CUMULATIVE AGGREGATE LIABILITY WILL NOT EXCEED $1.00 CAD); OR (B) IF YOU ARE USING THE LIQUID MEDIA SERVICES AS A CONTENT CREATOR, THE GREATER OF THE AMOUNT WE PAID YOU IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND $100.

2. Limitation of Liability

   EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE LIQUID MEDIA PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, PERSONAL INJURY OR ILLNESS, LOSS OF LIFE, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF PRIVACY, OR ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LIQUID MEDIA PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

1. You agree to defend, indemnify, and hold harmless the Liquid Media Parties from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

   1. your alleged or actual breach of these Terms;

   2. your alleged or actual negligence or willful misconduct;

   3. the Content you submit to Liquid Media or otherwise upload to the Projektor Services;

   4. the Merchandise you advertise or sell through the Liquid Media Services; or

   5. your use of the Liquid Media Services in a manner not authorized by these Terms.

   Any of the foregoing indemnified parties has the right to participate in the defence and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense.

14. Termination

1. Termination

   We may terminate these Terms by providing you with written notice. Upon termination of these Terms we may delete your account and Content and: (a) if you are a User other than a Content Creator, you will cease to be authorized to access or use the Projektor Services; and (b) if you are a Content Creator, you will cease to be authorized to access or use the Liquid Media Services.

2. Surviving Terms

   The provisions set forth in the following Sections, all warranties you provide to Liquid Media under these Terms, and any other right or obligation of the parties to these Terms that, by its nature, should survive termination of these Terms, will survive termination of these Terms: Sections 4.2(c), 4.3, 4.4, 4.6, 4.8, 4.10, 4.11, 6, 7, 9, 11, 12, 13, 14.2, 15, 16, 17, 18.16, 18.17, 18.21, 22.11, 22.13, 22.15, 23.5, 23.6, 23.7.

15. Governing Law

1. Governing Law

   The Liquid Media Services and these Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule and notwithstanding your domicile, residence or physical location.

16. Disputes and Binding Arbitration

1. Arbitration

   If the courts in your province, state, or country will not permit you to consent to binding arbitration or if you have opted out of binding arbitration by using the process described in Section 16.2, then any legal suit, action, or proceeding arising out of or related to these Terms will be instituted exclusively in the courts of the Province of British Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and any of the Liquid Media Parties arising out of or relating to these Terms, the Liquid Media Services, its Content, or the Merchandise, that such dispute will be referred to and finally resolved by mandatory and binding arbitration administered by the Vancouver International Arbitration Centre (“VanIAC”) pursuant to its applicable Rules.

   The place of arbitration will be Vancouver, British Columbia, Canada. The number of arbitrators will be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the VanIAC, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable law.

   The parties agree that they will not appeal any arbitration decision to any court.

2. Opt Out

   You may opt out of the above arbitration clause by following the procedure described in this paragraph. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and any of the Liquid Media Parties arising out of or relating to these Terms, the Liquid Media Services, its Content, or the Merchandise. To opt out, you must, within 30 days of accepting these Terms, deliver to Liquid Media a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your account name (if any). The opt-out statement must be delivered to the following address:

   Liquid Media Group (Canada) Ltd.
   5626 Larch Street, Suite 202
   Vancouver, British Columbia, Canada
   V6M 4E1

3. Waiver of Class Action and Jury Trial

   You hereby waive and agree to waive any right you might have to commence or participate in any class action against any of the Liquid Media Parties related to any claim and, where applicable, you also agree to opt out of any class proceedings against any of the Liquid Media Parties. Where applicable, if a dispute arises between any of the Liquid Media Parties and you, you hereby waive and agree to waive any right you might have to participate in a trial by jury with respect to that dispute.

17. Miscellaneous

1. Consumer Rights

   Nothing in these Terms affects consumer rights that, pursuant to applicable law, cannot be limited or waived.

2. Relationship of the Parties

   The relationship between Liquid Media and the Content Creators is that of independent contractors. Nothing in these Terms will be construed as creating any partnership, joint venture, franchise, or other form of joint enterprise, employment, or fiduciary relationship between Liquid Media and the Content Creators.

3. Entire Agreement

   Subject to section 17.4 (Supplemental Contracts; Slipstream Terms of Service), these Terms constitute the sole and entire agreement between you and Liquid Media regarding the Liquid Media Services and its Content and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

4. Supplemental Contracts; Slipstream Terms of Service

   Your use of and access to the Liquid Media Services is subject to any other written and duly executed contracts you might have with Liquid Media. Without limiting the generality of the previous sentence, if you have registered an account on the Slipstream Services or otherwise use the Slipstream Services, the Slipstream Services’ terms of service, currently located at https://www.watchslipstream.com/terms, will also form part of your agreement with Liquid Media regarding the Liquid Media Services and its Content. These Terms will not be superseded by the Slipstream terms of service.

5. Waiver

   No waiver of any of these Terms is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

6. Assignment

   We may assign these Terms in part or in their entirety, including our rights, interests, and obligations under these Terms, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under these Terms to any person without our express written consent.

7. Severability

   If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

8. Language

   The parties acknowledge that they have required that these Terms, and all related documents be prepared in English.Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais. If these Terms are translated into another language, the English language text shall in any event prevail.

9. Enurement

   These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.

10. Further Assurances

    You agree to provide such further documents or instruments, and take such further actions, reasonably requested by Liquid Media, to effect the purposes of these Terms and carry out its provisions.

11. Force Majeure

    In no event will Liquid Media be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent that such failure or delay is caused by any circumstances beyond Liquid Media’s reasonable control, including acts of god, flood, fire, pandemic, epidemic, public health emergency, communicable disease outbreak, earthquake, tsunami, electro-magnetic pulse, solar storm, extreme weather events, snow or ice storms, unpassable terrain or roads, explosion, asteroid impact, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

12. No Third-Party Beneficiaries

    1. Except as set forth in Paragraph 17.12(b), the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of these Terms upon any person other than the parties to these Terms and their respective successors and permitted assigns

    2. The parties hereby designate each of the Liquid Media Parties as third-party beneficiaries of all Sections of these Terms that refer to the Liquid Media Parties and the Liquid Media Parties may enforce those Sections. The parties hereby designate Liquid Media’s Affiliates as third-party beneficiaries of all Sections of these Terms that refer to Liquid Media’s Affiliates and those Affiliates may enforce those Sections.

13. Equitable Relief

    You acknowledge and agree that any breach by you of these Terms would result in harm to Liquid Media, and that Liquid Media might not be adequately compensated for such harm by monetary award. Accordingly, you agree that in the event of any such breach, in addition to all other remedies available to Liquid Media at law or equity, Liquid Media will be entitled as a matter of right, and without posting bond or proving damages, to, notwithstanding Section 15 (Disputes and Binding Arbitration), apply to any court of competent jurisdiction for such equitable relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance by you with these Terms.

14. Notice

    Liquid Media may give notice to you by email, letter, or SMS to the applicable address or phone number you provide on your account or by posting a notice on our Site. You may provide legal notices to us only by letter at:

    Liquid Media Group (Canada) Ltd.
    5626 Larch Street, Suite 202
    Vancouver, British Columbia, Canada
    V6M 4E1

Part II – Terms Applicable to Customers

The terms and conditions set out in Part II are applicable to Customers.

18. Access To Paid Content and Merchandise

1. Paid Content

   From time to time, Liquid Media may grant you access to certain Paid Content in exchange for a fee. Paid Content includes:

   1. on-demand rentals of Paid Content for a limited period of time (“Rental Content”);

   2. on-demand purchases of Paid Content accessible for an indefinite period of time (“Purchased Content”), subject to Section 18.17 (Revocation of Paid Content License); and

      (Purchased Content together with Rental Content, the “TVOD Content”)

   3. and Subscription Content.

2. Subscription Content

   To access Subscription Content, you must purchase a subscription through the Slipstream Services that provides you with access to a video library that includes the Subscription Content you are seeking (a “Paid Subscription”). Subject to these Terms, you will be able to access Subscription Content for the duration of your Paid Subscription.

3. Merchandise

   From time to time, Content Creators might make Merchandise available for purchase through an Online Store operated by a Content Creator. Although Liquid Media facilitates transactions between Customers and Content Creators for the purchase and sale of Merchandise, the Content Creator who is offering the Merchandise for sale is solely responsible for the Merchandise, including shipping, handling, refunds, product liability, and Customer inquiries. Liquid Media does not guarantee, warrant, or endorse any Merchandise you purchase and Liquid Media will have no liability or responsibility for the quality or performance of any Merchandise. Any question or dispute you might have regarding Merchandise you have purchased must be addressed directly to the responsible Content Creator.

4. Terms Applicable to Purchases of Paid Content and Merchandise

   Generally, Content Creators are responsible for determining the commercial terms under which you may purchase and access their Paid Content and Merchandise (such as prices, Access Periods, and methods of delivery) (Paid Content and Merchandise, collectively, “Wares”). However, Liquid Media may require you to agree to additional terms before you may purchase or access Wares.

5. Fees for Wares

   Depending on what you have ordered, fees may be one-time or recurring. You are responsible for paying the entire amount due on your purchase, including any applicable Sales Taxes, shipping, duties, and other charges. Fees are exclusive of Sales Taxes, which will be added to your purchase at the applicable rate. All fees will be charged in the currency of the country in which the IP holder has registered their Stripe account in. Your payment provider or bank may charge you a currency exchange fee. We have no control over the currency exchange rate selected by your payment provider or bank and will not be responsible for any currency exchange fees you incur.

6. Subscriptions

   When you purchase a Paid Subscription, it is a recurring subscription that auto-renews successively until cancelled in accordance with these Terms. This means that you will be charged an initial fee and then thereafter on a recurring basis for your Paid Subscription. You authorize us (or our third-party payment processor) to charge your payment method the initial fee and then on a recurring basis for your Paid Subscription, unless you cancelled your Paid Subscription in accordance with these Terms. We may change the fee associated with your Paid Subscription by providing you with advance written notice of the change and such new few will apply to the next renewal of your Paid Subscription unless you have first cancelled your Paid Subscription before its renewal in accordance with these Terms.

7. Cancellation of Subscription

   You may cancel your Paid Subscription by emailing admin@projektor.com with your your cancellation request and such cancellation will become effective at the end of your then-current subscription period. Upon the effective date of the cancellation of your Paid Subscription, you will cease to have access to the Subscription Content. Cancellation of your Paid Subscription will not release you of your obligations to pay to Liquid Media all amounts owed by you to Liquid Media.

8. Payment Method

   To make a purchase on the Projektor Services, you must provide a valid payment method. Liquid Media accepts payments by the methods indicated to you at the time you place your order. Liquid Media may update its accepted payment methods from time to time. When you provide a form of payment, such as a credit card, that is accepted by us, you represent and warrant that you are authorized to use such form of payment and that you authorize us (or our third-party payment processor) to charge your form of payment for all applicable charges. For example, when you make an order on the Projektor Services, you permit us or our payment processor to charge the form of payment you have chosen in the total amount of your order (including applicable taxes). If you have purchased a recurring subscription, we (or our third-party payment processor) may charge your payment method at the commencement of each new billing period. If we, or our third-party payment processor, are unable to verify your form of payment, or if it is otherwise invalid or not acceptable, we may cancel your order or suspend your access to the Paid Content. You authorize us to share your billing information and payment method with our payment processor for the purpose of processing your payments.

9. Accurate Information

   When incurring a charge, you must provide accurate and complete personal and billing information as requested by us.

10. Refunds

    You may cancel a purchase of Paid Content and receive a refund if you have not yet viewed or downloaded the Paid Content and you submit your request no later than five Business Days after you purchased the Paid Content; except that if you received the Paid Content as part of a Promotion, the five Business Days period will commence at the date you first gained access to the Paid Content. To submit a refund request, please email admin@projektor.com with a copy of your receipt, your profile URL and the reason reason you are requesting a refund. Refund requests are subject to our reasonable processing time. Except as otherwise provided in these Terms, or as is required by law, all other purchases are non-refundable and non-returnable, including purchases of Merchandise. Subject to (a) the terms applicable to your selected payment processing method, and (b) applicable law; you are solely responsible for any unauthorized, fraudulent, or erroneous transactions related to your use and receipt of the Projektor Services.

11. Unmeritorious Refunds and Chargebacks

    You shall not make unmeritorious or unreasonable requests for refunds, returns, or chargebacks.

12. When Paid Content Will Be Made Available to You

    Subject to Section 18.13 (Pre-Orders), when you purchase an item of Paid Content, that item of Paid Content will become available to you after we have received the applicable fee plus any applicable Sales Tax for the item of Paid Content you have ordered. Paid Content is subject to the limited license described in Section 18.15 (Paid Content License). Generally, Paid Content will be accessible and viewable via the methods disclosed to you at the time of your purchase.

13. Pre-Orders

    From time to time, we may provide you with the ability to pre-order certain Content that is not yet available on the Projektor Services. If you submit a pre-order for Content, you will be charged for the Content at the time you place the pre-order and the Content will become available to you on the release date for the item of Content you pre-ordered. Typically, the release date for pre-order content will be disclosed before you place your pre-order; however, the actual release date may differ from the date disclosed to you at the time of you placing your pre-order. We may also update the release date for Content you pre-ordered and we will provide you notice of the update at the email address we have on file for you. Liquid Media may cancel your pre-order, in which case we will provide you with a refund.

14. Rights in Paid Content

    Paid Content made available through the Projektor Services is licensed, not sold, to you. You obtain no right, title, or interest in or to any Paid Content (including any intellectual property rights) except for the limited rights described in Section 18.15 (Paid Content License). All other rights in or to the Paid Content are expressly reserved by Liquid Media and our licensors.

15. Paid Content License

    Subject to these Terms and conditional upon your compliance with these Terms (including your obligation to pay all applicable fees), each time you purchase Paid Content, Liquid Media grants you a non-exclusive, non-transferable, non-sublicensable license to access and view that Paid Content, for the duration of the Access Period, solely for your personal, non-commercial, and private use (the “Paid Content License”). (“Access Period” means the period during which you are permitted to access and view Paid Content, as will be disclosed to you prior to the completion of your order of Paid Content).

    Depending on the item of Paid Content or your purchase selections, the Paid Content License might also include the right to download the Paid Content to your compatible personal electronic device solely for personal, non-commercial, private viewing on that device without any right to transfer that Paid Content to any other device. You will be notified prior to completing a purchase of Paid Content whether the downloading right referred to in the previous sentence will be included in the license granted to you when you purchase Paid Content. At the expiry of the applicable Access Period or if the Paid Content License is revoked, we may automatically remove the Paid Content from your device or render it inaccessible without any further notice to you. Additional license terms may apply to your access and use of Paid Content – if additional terms apply, they will be disclosed to you before you complete your purchase of the Paid Content.

16. Usage Restrictions

    Without limiting anything else in these Terms, you shall not:

    1. publicly display or provide public viewings of any Paid Content (even if done on a free basis);

    2. reproduce any Paid Content (except for a single download to your personal device if authorized under Section 18.15 (Paid Content License);

    3. share the Paid Content with any other Person;

    4. distribute or telecommunicate any Paid Content to any other Person; or

    5. modify any Paid Content

17. Revocation of Paid Content License

    We may revoke the Paid Content License without notice to you if: (a) we have determined that you breached these Terms; (b) we cease to have the rights necessary to grant the Paid Content License to you; (c) we have determined we are legally required to revoke the Paid Content License; (d) the item of Paid Content to which the Paid Content License relates has been removed from the Projektor Services; (e) the item of Paid Content to which the Paid Content License relates is the subject of a Legal Claim; (f) the item of Paid Content to which the Paid Content License relates is no longer available in your jurisdiction; or (g) we cease providing the Projektor Services in your location. If we have revoked the Paid Content License applicable to an item of Paid Content, you will no longer be able to access, view, or download that item of Paid Content even if it is Purchased Content. We are not obligated to provide you with a refund for any Paid Content that ceases to be accessible, viewable, or downloadable due to the revocation of the Paid Content License.

18. Geographic Availability of Content; Geographic Variations in Content

    We do not guarantee that all Content will be available in all jurisdictions and available to all Users. Some Content may be accessible only in certain locations or accessible only by certain Users. Additionally, particular items of Content may contain differences depending on your location (for example, different dubs or subtitles for Content may be available depending on your location or certain parts of the Content may be censored to comply with local censorship laws). You permit Liquid Media to use various methods to determine your location. You shall not circumvent our efforts to identify your location or our efforts to restrict content to certain locations or to certain Persons. When using the Projektor Services, you shall not use any technology that is intended to obscure your location (for example, a VPN) and you shall not mislead us about your location. You shall provide us with true, accurate, and complete information regarding your location.

19. Provision of Projektor Services by Service Providers

    Sometimes third parties or other contractors or Affiliates of ours will provide some the Projektor Services to you on behalf of Liquid Media (such third parties who provide Projektor Services on our behalf, the “Service Providers”). You acknowledge and agree that the Service Providers may provide Projektor Services to you and you agree that we may disclose your personal information to such Service Providers to the extent necessary to enable them to provide such Projektor Services.

20. Viewer Discretion Warning

    Certain Content available on the Projektor Services may be offensive or objectionable to some viewers. We do not guarantee that Content will contain content warnings or that any content warnings provided with Content will be accurate or complete. Liquid Media has no liability for any offense or upset caused by viewing Content.

21. Account Deletion and Suspension

    If your account is deleted, you will lose access to all of the Paid Content you have purchased except for any Paid Content which is locally stored on your device. If your account is suspended, you will lose access to the Paid Content you have purchased until your suspension is lifted. You will not receive any refund for any Paid Content you lose access to due to an account deletion or suspension. If your account is suspended and you have a Paid Subscription, you will not incur additional charges for your Paid Subscription that arise during the suspension until your suspension has been lifted.

22. Promotions and Marketing

    Liquid Media does not guarantee, warrant, endorse or otherwise have any responsibility for any contest, sweepstakes, promotion or any other type of marketing made available to you by a Content Creator. Any such contest, sweepstakes, promotion and marketing is being offered solely by the Content Creator and is entirely the responsibility of such Content Creator.

Part III – Terms Applicable to Content Creators

The terms and conditions set out in Part III are applicable to Content Creators.

19. Publishing Content to Projektor

1. Publishing Content for Monetization

   1. Publication of Paid Content

      The Projektor Services may allow you to publish certain types of your uploaded Content as Paid Content. Once Content has been published as Paid Content, it will be eligible for monetization. Initially, Paid Content you publish on the Projektor Services will be available for purchase through the Projektor Services as TVOD Content.

   2. Additional Requirements for Publication

      Before you may publish your Content as Paid Content, we may require you to: (i) select how the Content will be sold (e.g. rental or purchase) on the Projektor Services; (ii) select how the Content will be accessed (e.g. downloaded or streamed) on the Projektor Services; (iii) if applicable, set the Access Period for the Content on the Projektor Services; (iv) set any access restrictions (e.g. age or location restrictions); and (v) set a sale price for the Content on the Projektor Services as TVOD. We may also require the Content to meet any other requirements that we may set from time to time. We have the right to reject the publication of Content for any reason. Regardless of the selections you make with your Paid Content, when you publish Content as Paid Content, you agree that we may distribute that Paid Content as described in Section 19.2 (Distribution License).

   3. Subscription Content on Slipstream

      The Projektor Services may permit you to apply to have items of your Paid Content published on the Slipstream Services as Subscription Content by submitting those items of Paid Content to Liquid Media for consideration (“Submitted Content”). At the sole discretion of Liquid Media, Liquid Media may add your Submitted Content to the library of Subscription Content available on the Slipstream Services, in which case it will be accessible as Subscription Content by Customers of the Slipstream Services who have a Paid Subscription. Your selections and settings under Section 19.1(b) are not applicable to the distribution and streaming of your Paid Content through the Slipstream Services.

   4. Distribution to Third-Party Recipients

      Liquid Media may distribute and license your Paid Content to the Third-Party Recipients in accordance with Section 19.2 (Distribution License).

   5. Removal of Paid Content

      Liquid Media may remove your Paid Content from its library of Subscription Content or cease distributing and licensing your Paid Content to the Third-Party Recipients for any reason.

   6. Sales to Customers

      Without limiting the generality of this Section 19.1 (Publishing Content for Monetization), you agree that we may sell your Paid Content to Customers and provide them with access to your Paid Content in the manner described in Part II of these Terms.

2. Distribution License

   By publishing Content to the Projektor Services as Paid Content, you grant Liquid Media and its Affiliates a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers) and transferable license to distribute your Paid Content to third-parties that operate streaming platforms, content aggregation platforms, OTT platforms, or other content delivery or distribution platforms (those third-parties the “Third-Party Recipients” and those third-party platforms, the “Third-Party Platforms”). You hereby authorize Liquid Media and its Affiliates to sublicense to each Third-Party Recipient to whom we distribute your Content any or all of the rights granted to Liquid Media and its Affiliates under Section 4.2(Content License), together with any necessary or useful conforming changes to enable the Third-Party Recipients to make your Paid Content accessible for viewing by end-users of their respective Third-Party Platforms and to distribute and license your Content to other Third-Party Recipients on the same or similar terms. You acknowledge that the terms under which the Third-Party Recipients may distribute or provide access to your Paid Content may differ from those that you set on the Projektor Services (such as pricing, access duration, and means of access).

3. Format of Content

   When publishing Content, you shall deliver the Content to Liquid Media or the Projektor Services only in the format determined by Liquid Media from time to time.

4. Closed Captions

   You shall include closed captions with your Paid Content if required by applicable law. You are solely responsible for determining your legal obligations.

5. Third-Party Recipients

   Liquid Media is not obligated to promote or distribute your Paid Content to any Third-Party Recipients.

6. Legacy Content

   Content that you uploaded to https://www.reelhouse.org/ will continue to be Content on the Projektor Services; however, unless you provide a purchase price for that Content, it will not be Paid Content.

20. Live Streaming and Live Events

1. Live Streaming

   Depending on your account type, the Projektor Services may allow you to live stream Content and host live events (“Live Streams”) and sell tickets or other access credentials (those tickets or access credential, “Tickets”) to access to those Live Streams. Before you may run a Live Stream, you must first set the price for the Live Stream. Your Live Streams will be deemed to be Content. This means, among other things, that all of the licenses you grant to your Content under these Terms will apply to your Live Streams, all of your obligations under these Terms related to your Content will apply to your Live Streams, and all of the warranties you give under these Terms concerning your Content will apply to your Live Streams.

2. Recordings

   If you are hosting a Live Stream, the Projektor Service may allow you to record the Live Stream and save that recording on the Projektor Services. Like other Content, you will have the option to publish recordings of your Live Streams as Paid Content.

21. Online Store

1. Online Store

   Depending on your account type, the Projektor Services may allow you to setup an online store on the Projektor Services from which you can sell Merchandise to Customers (an “Online Store”). Merchandise you advertise, offer, or sell through an Online Store must comply with our merchant policies (“Merchandise Policies”) as we may post and update on the Projektor Services from time to time.

2. Offering Merchandise for Sale

   To offer Merchandise for sale through your Online Store, you must: (a) set a price for the Merchandise; and (b) include an accurate description and depiction of the Merchandise on the Online Store.

3. Promotion of Merchandise

   Liquid Media has no obligation to promote or market any Merchandise. Promotions and marketing of Merchandise is your sole responsibility. You are solely responsible for ensuring that all of your promotions and marketing comply with applicable law.

4. Merchandise Rules

   Without limiting our Merchandise Policies, you agree that:

   1. your Merchandise must relate to your Paid Content;

   2. your Merchandise must not be obscene, objectionable, pornographic, violent, or depict unlawful conduct;

   3. you must not sell Merchandise unless you own or possess all rights and permits necessary to advertise, sell, and distribute the Merchandise through your Online Store;

   4. you may not sell weapons, drugs, drug paraphernalia, dangerous items, or illegal items through your Online Store;

   Liquid Media has sole and arbitrary discretion to determine whether you have violated this Section 21.4 (Merchandise Rules) or any of the Merchandise Policies.

5. Customer Inquiries; Refunds

   You are solely responsible for responding to all customer inquiries, complaints, and requests for refunds, or returns related to your Merchandise.

6. Shipping

   For physical items of Merchandise, you are solely responsible for the shipping of the Merchandise and for all risk of loss during the shipping of the Merchandise.

7. Screening and Removal of Merchandise

   Liquid Media is not obligated to screen, monitor, or review any Merchandise sold by Content Creators, but Liquid Media has the right to do so and Liquid Media may remove Merchandise from Online Stores for any reason. Once Liquid Media has removed Merchandise from an Online Store, it will no longer be available for purchase by Customers.

8. Closure of Online Store

   1. Closure of Store by Content Creator

      You may close your Online Store using the store closure tool provided on the Projektor Services. Once your Online Store has been closed, your Merchandise will no longer be available for purchase by Customers. However, you remain responsible for shipping any Merchandise that was the subject of an unfilled completed order at the time you close your Online Store and will continue to remain subject to Section 22.5 (Customer Inquiries).

   2. Closure of Store by Liquid Media

      Liquid Media may close an Online Store for any reason. Without limiting the generality of the foregoing, we may close a Content Creator’s Online Store if the Content Creator has violated these Terms, the Merchandise Policies, or if we determine the there have been an excessive number of refunds, returns, chargebacks, claims, or disputes related to the Online Store or the Merchandise sold through that Online Store.

22. Payments to Content Creators

1. Definitions

   1. “Quarterly Period” means each of the periods beginning at the beginning of the day on January 1st, April 1st, July 1st, and October 1st and ending at the end of the day on March 31st, June 30th, September 30th and December 31st, respectively.

   2. “Semi-Annual Date” means the tenth Business Day of each of July and January;

   3. “Semi-Annual Period” means each of the periods beginning at the start of the day on January 1st and July 1st, and ending at the end of the day on June 30th and December 31st, respectively.

   4. “Transaction Expenses” mean transaction fees, payment processing fees, currency exchange fees, credits or refunds due to cancellations or returns, amounts for credit card chargebacks and similar fees, fees charged by app-stores related to a sale (for example, fees on in-app purchases), third-party administrative or service fees, fees and royalties paid for public performance licenses from applicable public performance rights collection organizations (e.g., ASCAP, SOCAN, BMI or SESAC), taxes on revenue, Sales Tax, and applicable withholding taxes.

2. Fee Collections

   If you have published Paid Content or sold Merchandise, you authorize Liquid Media or its payment processor to act as your collections agent to collect purchase funds paid by Customers through the Liquid Media Services for the purchase of your Paid Content or Merchandise (“Purchase Funds”). Liquid Media or its payment processor will disburse the Purchase Funds, less applicable fees and deductions, as set out in this Section 22 (Payments to Content Creators). You shall promptly pay the fees charged to you by Liquid Media under this Section 22 (Payments to Content Creators).

3. Payments for the Sale of TVOD Content

   Each time an item of your TVOD Content is sold to a Customer through the Projektor Services, if Liquid Media or its payment processor has collected in full the Purchase Funds from the sale of that item of your TVOD Content, Liquid Media will and may:

   1. charge you a fee equal to 15% of the Purchase Funds generated by that sale plus the related Transaction Expenses (collectively, the “TVOD Service Fee”);

   2. deduct the TVOD Service Fee from those Purchase Funds; and

   3. disburse to you the remaining amount of those Purchase Funds after the deduction of the TVOD Service Fee (“TVOD Disbursements”) in accordance with Section 22.8 (Disbursements).

4. Payments for Subscription Content

   1. Subscription Service Fee

      If your Paid Content is available through the Slipstream Services as Subscription Content, Liquid Media will and may:

      1. charge you a fee equal to 30% of your Proportional Share plus your Proportional Transaction Expenses (collectively, the “Subscription Service Fee),

      2. deduct the Subscription Service Fee from your Proportional Share; and

      3. disburse to you the remaining amount of your Proportional Share after the deduction of the Subscription Service Fee (the “Subscription Disbursements”) in accordance with Section 22.8 (Disbursements).

   2. Calculation of Your Proportional Share

      Your “Proportional Share” will be calculated as follows:

      ProportionalShare = (A ÷ B) × thePaidSubscriptionGrossRevenue

      where:

      1. “A” is the total number of views received by your Subscription Content from Users of the Slipstream Services in the previous Quarterly Period;

      2. “B” is the total number of views received by the Subscription Content of all Content Creators (which includes the number of views in A) in the previous Quarterly Period; and

      3. “Paid Subscription Gross Revenue” means the gross revenue actually received by Liquid Media in the previous Quarterly Period that was generated from the sale of Paid Subscriptions to Customers of the Slipstream Services.

   3. Calculation of Your Proportional Transaction Expenses

      Your “Proportional Transaction Expenses” will be calculated as follows:

      ProportionalTransactionExpenses = (A ÷ B) × theAggregateTransactionExpenses

      where:

      1. “A” and “B” have the meanings provided in Section 22.4(b) and

      2. the “Aggregate Transaction Expenses” means the aggregate Transaction Expenses incurred by Liquid Media related to the sale of Paid Subscriptions and delivery of Subscription Content in the previous Quarterly Period.

   4. Reports

      Liquid Media will provide you with a report following the end of each Quarterly Period reporting the number of views your Subscription Content received in that Quarterly Period. Liquid Media’s tabulation of the number of views your Subscription Content received in a Quarterly Period is final and not disputable except in the case of manifest and demonstrable error.

5. Payments for Live Streams and Live Events

   Each time a Ticket is sold to a Customer for a Live Stream hosted by you through the Projektor Services, if Liquid Media or its payment processor has collected in full the Purchase Funds from the sale of that Ticket, Liquid Media will and may:

   1. charge you a fee equal to 10% of the Purchase Funds generated by that sale plus the related Transaction Expenses (collectively the “Ticketing Service Fee”);

   2. deduct the Ticketing Service Fee from those Purchase Funds; and

   3. disburse to you the remaining amount of those Purchase Funds after the deduction of the Ticketing Service Fee (“Live Stream Disbursements”) in accordance with Section 22.8 (Disbursements).

6. Payments for Amounts Earned from Distribution to Third-Party Recipients

   If any of your Paid Content is distributed to a Third-Party Recipient, Liquid Media will pay you a revenue share that will be a percentage of Liquid Media’s Distribution Net Revenue (the “Revenue Share”). The exact Revenue Share to which you will be entitled for your Paid Content that has been distributed to a Third-Party Recipient will be disclosed to you in writing by Liquid Media at the time, or soon after, the item of Paid Content has been distributed to that Third-Party Recipient.

   1. “Distribution Net Revenue” means the gross revenue actually received by Liquid Media that was generated by the distribution of your Paid Content to Third-Party Recipients, less: (i) expenses Liquid Media incurs from the delivery or distribution of the item of Paid Content to the Third-Party Recipients; (ii) fees and royalties paid for public performance licenses from applicable public performance rights collection organizations (e.g., ASCAP, SOCAN, BMI or SESAC); (iii) transaction fees, payment processing fees, foreign currency exchange fees, credits or refunds due to cancellations or returns, amounts for credit card chargebacks and similar fees, taxes on revenue, Sales Tax, and applicable withholding taxes; (iv) third-party administrative or service fees; and (v) any revenue shares or fees paid by Liquid Media to the Third-Party Recipients related to the distribution of the Paid Content to the Third-Party Recipients.

7. Payments for the Sale of Merchandise

   Each time an item of your Merchandise is sold to a Customer through your Online Store, if Liquid Media or its payment processor has collected in full the Purchase Funds from the sale of that item of Merchandise, Liquid Media will and may:

   1. charge you a fee equal to 10% of the Purchase Funds generated by that sale plus the related Transaction Expenses (collectively, the “Merchandise Service Fee”);

   2. deduct the Merchandise Service Fee from those Purchase Funds; and

   3. disburse to you the remaining amount of those Purchase Funds after the deduction of the Merchandise Service Fee (“Merchandise Disbursements”) in accordance with Section 22.8 (Disbursements)

8. Disbursements

   Subject to Section 22.9 (Disbursement Threshold), Section 22.10 (Payment Processor), and Section 22.11 (Tax), Liquid Media shall make the disbursements and payments referred in this Section 22 (Payments to Content Creators) at the following times:

   1. by no later than the tenth Business Day of each calendar month, Liquid Media will disburse to you the TVOD Disbursements, Live Stream Disbursements, and Merchandise Disbursements you earned in the previous calendar month;

   2. by no later than the 30th day after the end of each Quarterly Period (or the next Business Day if that day is not a Business Day), Liquid Media will disburse to you the Subscription Disbursements you earned in the previous Quarterly Period; and

   3. by no later than each Semi-Annual Date, Liquid Media will disburse to you the Revenue Share you earned in the previous Semi-Annual Period.

9. Disbursement Threshold

   Liquid Media may withhold disbursing or paying any amount to you until the unpaid amount exceeds $100.00 (the “Disbursement Threshold”). Any withholding of amounts owed to you will be carried forward to the next applicable payment period and will be payable when such total exceeds the Disbursement Threshold, or until termination of these Terms or deletion of your account, whichever is earliest.

10. Payment Processor

    Disbursements will be made to your bank account on file through Stripe or such other payment processor as we may support from time to time. We will not be required to disburse funds to you unless you create and maintain at all times an account with our payment processor (which is currently Stripe) and link your account with our payment processor to your account on the Projektor Services. You shall comply with our payment processor’s terms and conditions and privacy policy. You shall provide true, accurate, and complete information as requested by our payment processor and shall promptly update that information to keep it updated. We will not be liable to you for any non-payment or delayed disbursement due to your failure to establish or maintain an account with our payment processor or due to the suspension or deletion of your account with our payment processor. Liquid Media may authorize its payment processor to exercise any of its rights under Sections 22.2 to 22.13.

11. Tax

    All fees payable by you to Liquid Media are exclusive of taxes and similar assessments. You are responsible for all Sales Tax imposed by any federal, provincial, state, territorial, or local governmental entity on any amounts owed by you to Liquid Media, and Liquid Media may collect those taxes by deducting the amount of the taxes from any disbursements or payments that will be made to you under Section 22.8 (Disbursements).

12. Currency

    Disbursements of your portion of the Purchase Funds after all applicable fees and deductions will be made to you in United States Dollars (USD). If you request that we disburse your portion of the Purchase Funds in a currency other than USD and we agree to do so, we may deduct a currency exchange fee from your portion of the Purchase Funds before disbursing the remaining amount to you. The currency exchange rate used by Liquid Media will be the spot exchange rate available to Liquid Media at the time Liquid Media agrees to disburse your Purchase Funds in the currency of your request. Liquid Media is under no obligation to obtain a favourable currency exchange rate when disbursing your portion of the Purchase Funds.

13. Refunds and Chargebacks

    Liquid Media may (but is not obligated to) refund customers for their purchases of Paid Content or Merchandise in accordance with Section 18.10 and Liquid Media’s refund policy as may be established or amended by Liquid Media from time to time. You shall cooperate in any refund or return that Liquid Media authorizes. If Liquid Media refunds a Customer of your Paid Content or Merchandise or if any purchases of your Paid Content or Merchandise are subject to a chargeback, any existing or future funds payable to you by Liquid Media will be reduced by an amount that corresponds with the refund or chargeback (the “Refund Deduction Amount”). If at the time your account is deleted or these Terms are terminated, there is an outstanding Refund Deduction Amount that has not been fully set-off against funds payable to you by Liquid Media, you shall promptly pay that outstanding Refund Deduction Amount to Liquid Media. Liquid Media may dispute any Customer chargebacks and you will cooperate in any such dispute. This Section 22.13 (Refunds) survives termination of these Terms.

14. Set-Off

    Without limiting Section 22.12 (Refunds and Chargebacks), if you owe any amounts to Liquid Media, Liquid Media may reduce amounts it owes to you by a corresponding amount in satisfaction of the amounts you owe.

15. Changes to Fees

    Liquid Media may change the fees and Revenue Shares described in this Section 22 (Payments to Content Creators) by providing you with 30 days written notice and such new fees or Revenue Share will become effective at the end of that notice period.

23. Other Terms Applicable to Content Creators

1. Standards and Laws

   You are responsible for the accuracy and completeness of your Wares and for verifying that your Wares do not violate any applicable laws or infringe any third-party intellectual property rights, privacy rights, personality rights, or any other third-party rights. You are solely responsible for periodically monitoring the laws of all jurisdictions where your Wares are offered for sale for changes and for ensuring Wares remain compliant with those laws. You shall not submit any unlawful or intellectual property right infringing Wares to Liquid Media or otherwise upload such Wares to the Projektor Services, and you shall immediately notify Liquid Media if, after submission, you have reason to believe that any previously submitted, uploaded, or sold Wares infringe third-party intellectual property rights or are unlawful in any jurisdiction where the Wares were made available.

2. Geo-Blocking Tools

   We may provide you with geo-blocking tools designed to make your Content or Merchandise unavailable to Persons in jurisdictions you have selected as being restricted. These geo-blocking tools are provided solely as a convenience to you. We do not represent, warrant, or guarantee that the geo-blocking tools will successfully block Persons in any jurisdiction from accessing your Content or Merchandise. You acknowledge that there are means available to Persons to circumvent geo-blocking tools and that we are not obligated to update our geo-blocking tools to address any of those circumvention methods. You agree that your use of the geo-blocking tools is solely at your own risk and the geo-blocking tools are provided “AS-IS” and “WITH ALL FAULTS” and “AS AVAILABLE”.

3. Analytics Tools

   As part of the Projektor Services, Liquid Media might make available certain analytic tools to allow you to gain insights regarding the viewers of your Paid Content and the customers of your Merchandise. While we endeavour to provide you with accurate information, we do not represent, warrant, or guarantee that such information will be accurate or complete. You assume all risk resulting from your use of this information and any results you obtain from it.

4. Promo Codes

   The Projektor Services may allow you to generate promotion codes (“Promo Codes”) that you may then distribute to Persons to allow those Persons to purchase your Paid Content or Merchandise at a discount or free (depending on the terms applicable to the Promo Codes). You shall not sell your Promo Codes or exchange them for products or services unless we have authorized you to do so. We may deauthorize your Promo Codes at any time and for any reason. Once a Promo Code has been deauthorized, it will not long be valid or accepted on the Projektor Services.

5. Responsibility for Wares and Transactions

   Although Liquid Media facilitates transactions between Customers and Content Creators for the purchase and sale of Wares, you are solely responsible for the Wares you sell, including shipping, handling, refunds, product liability, and Customer inquiries. Liquid Media does not guarantee, warrant, or endorse any Wares you advertise, offer, or sell and Liquid Media will have no liability or responsibility for the quality or performance of any Wares. Any question or dispute any Customer might have regarding your Wares must be addressed directly to you. Liquid Media has no responsibility or liability for any Customer or for your relationship with any Customer.

6. Taxes

   You are solely responsible for your tax obligations that arise from the sale and distribution of your Wares. Liquid Media does not provide professional advice of any kind, including tax, accounting, and legal advice. We strongly encourage you to obtain tax, accounting, and legal advice from a qualified advisor before you publish Paid Content to the Projektor Services or sell Merchandise through your Online Store. If we in good faith believe that applicable tax law requires us to withhold amounts from disbursements or payments owed to you, we may do so by deducting those amounts from those disbursements or payments. On our request, you shall provide us with valid, complete, and current tax identification numbers and documents, and we may delay disbursements or payments to you until you have complied with that request. You agree that if we receive a request from a governmental authority, we may disclose to that governmental authority your tax identification information and information concerning our disbursements and payments to you.

7. Unauthorized Access

   Paid Content (excluding downloadable Paid Content and Paid Content that has been distributed to Third-Party Recipients) made available through the Liquid Media Services is intended to only be accessible by Customers through authorized use of the Liquid Media Services. However, you acknowledge and agree that technology or methods might exist or be developed to copy, download, or otherwise acquire Paid Content without your or Liquid Media’s authorization, and that any security and protections as are offered by Liquid Media might not be sufficient to prevent such unauthorized acts. Liquid Media has no responsibility or liability to you if any Person can access Paid Content through an unauthorized means.

8. License to Marks

   You grant Liquid Media a non-transferable (except as provided in Section 17.6), non-exclusive royalty-free, worldwide right to reproduce and display your logos, trademarks, trade names and other similar identifying material (the “Marks”) solely for the purposes of promoting, distributing, and selling your Paid Content and Merchandise on the Liquid Media Services and distributing and licensing your Paid Content to the Third-Party Recipients, and only in accordance with your established usage policies and procedures, as may be modified from time to time in the your reasonable discretion and as supplied to Liquid Media, and to grant sublicenses thereto on the same terms and conditions to the Third-Party Recipients. Any and all use of your Marks under these Terms shall inure exclusively to the benefit of you.