If you submit any content (whether via the platform or by email or other means), the Rules for the Submission of Content (“Submission Rules”) will also apply.
The word “Terms” includes:
TO THE FULLEST EXTENT PERMITTED UNDER LAW, BY ACCESSING THIS PLATFORM IN ANY WAY, INCLUDING, WITHOUT LIMITATION, BROWSING THIS PLATFORM, USING ANY INFORMATION, AND/OR SUBMITTING INFORMATION TO FLARE, YOU AGREE TO COMPLY WITH APPLICABLE LAWS AND FURTHER AGREE TO BE BOUND BY THE TERMS, CONDITIONS, POLICIES AND NOTICES CONTAINED UNDER THESE TERMS, INCLUDING, BUT NOT LIMITED TO, TERMS RELATED TO CONDUCTING THIS TRANSACTION ELECTRONICALLY, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, AND A CHOICE OF NEW YORK LAW (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH HEREIN).
The Terms are a legal agreement between you (the user) and Flare Marketplace, a division of Energy BBDO, a Delaware corporation, with its primary office at 225 North Michigan Avenue, Chicago, IL 60601 (“we”/“us”/”our”/”Flare”), which governs your use of the Flare Marketplace platform (“the platform”), including the submission by you of any content.
This Platform is intended for those age 18 or older. If you are under 18 years of age, you may not use this Platform. We permit you to use the Platform only in the ways set out in these Terms. From time to time we may update this Platform and these Terms. Your use of this Platform after we post any changes to these Terms constitutes your agreement to those changes prospectively from the date of such changes. You agree to review these Terms periodically to ensure that you are familiar with the most recent version.
1. Permission to use the platform
1.1 We grant you a personal, non-exclusive, non-transferable, revocable, right to use the platform and all content, functionality and features on it (the “Materials”) for your own lawful, non-commercial use, provided always that such use is subject to, and in accordance with, these Terms. The platform and the Materials are made available to you on a limited license basis, and we and/or the applicable licensors reserve all other rights.
1.2 To use the platform, you will need to register an account. You must provide true, accurate, current and complete information about yourself when signing up for an account. Your access to your account will then be controlled by username and password, which are personal to you and must not be used by anyone else for any purpose in connection with the platform. You must not do anything that would assist anyone who is not registered to access your account.
1.3 You may close your account by emailing a request to email@example.com. If you close your account, any content you have posted to the platform will still be visible to others on the platform, and we may continue to display and use such content in accordance with these Terms.
1.4 If you do not comply with these Terms, we may suspend or revoke your access to your account and/or take such other action we deem appropriate, without prejudice to any other rights or remedies we may have.
1.5 Access to the platform is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or part of the platform without notice. We will not be liable to you if for any reason the platform is unavailable at any time or for any period. We do not guarantee that the platform or the Materials will always be available or be uninterrupted.
1.6 You shall compensate us, and keep us and our respective directors, officers, employees and third parties fully protected, in respect of all claims, liabilities, costs, damages and expenses (including reasonable legal fees) incurred by us arising out of and/or related to or in connection with your content, and/or any breach by you of any of these Terms, including any use of the platform other than in accordance with these Terms.
2.1 Content on this Platform that is provided by us or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, articles, data, code, videos and the compilation of the foregoing (“Flare Content”) is the property of Flare and its licensors, and is protected in the United States and internationally under trademark, copyright, and other intellectual property laws
2.2 Except as set out in these Terms, or as permitted by any local law, you agree (a) not to copy the Platform or any part of the Platform, including any Flare Content; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform, or undertake any form of commercial exploitation of the platform; (c) not to make alterations to, or modifications of, the whole or any part of the Platform, or permit the platform or any part of it to be combined with, or become incorporated in, any programs; (d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or attempt to do any such thing; (e) not to use the Platform in any unlawful manner, or act fraudulently or maliciously, for example, by hacking into, uploading or inserting malicious code, including viruses, or harmful data, into the platform or any operating system.
2.3 You agree that you will not use the platform in any way that is (a) defamatory of any other person; (b) is obscene or offensive, (c) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (d) infringes any copyright or other right of any other person; (e) is likely to harass, upset, embarrass, alarm or annoy any other person; (f) is likely to disrupt our service in any way; or (g) advocates, promotes or assists in any unlawful act such as (by way of example only) copyright infringement or computer misuse.
3. Content and Take Down
3.1 The Submission Rules set out important information about how any content you submit to the platform may be used. Please read them carefully.
3.2 We may monitor, edit or remove any content for violation of the letter or spirit of these Terms, or for any other lawful reason. However, we have no obligation to look for, edit or remove any content for any reason including, without limitation, violation of these Terms. We reserve the right to remove any content at any time for any reason, at our absolute discretion.
3.3 We are not liable for any content available on the platform, and any views expressed in any content are the views of users of the platform and do not represent our views, opinions, beliefs or values.
3.4 Where you have a good reason to believe that any content is in breach of these Terms (including without limitation the Submission Rules, infringes your rights, or is otherwise illegal, you should notify us by email to firstname.lastname@example.org with the subject title “Report as Inappropriate”.
3.5 Where we receive notification that content does not comply with these Terms, we will endeavor to investigate promptly. Whilst we are investigating, we reserve the right to remove the affected content immediately from the platform.
3.6 If you are a trademark or copyright owner, believe in in good faith that materials on the Platform violate your trademark or copyright rights, please send us a notification to email@example.com, requesting that we remove such material or block access to it. Please include the following information, as required by the Digital Millennium Copyright Act (the “DMCA”)
• Identify the copyrighted work(s) you claim is infringed.
• Identify the material you claim is infringing the copyright(s), and provide enough information for us to reasonably locate that material.
• Include a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf (the “Claimant”).
• Include the Claimant’s name, address, and telephone number(s), and email address (if available).
• Include a statement that the Claimant has a good faith belief that use of the disputed material is not authorized by the copyright owner or their agent or law.
• Include a statement, under penalty of perjury, that the information in the notification of copyright infringement is accurate and that the Claimant is authorized to act on behalf of the copyright owner.
You acknowledge that if you fail to provide substantially all of the information listed above, your notification may not be valid. Upon receipt of your written notice, we will investigate the allegation and remove or disable access to the complained-of material at our sole discretion.
We also will take reasonable steps to promptly notify the person who posted the subject material. We will give them the opportunity to send a counter-notification. A counter-notification must include the following, to be effective under the DMCA:
• A physical or electronic signature of the person submitting the counter-notification;
• Identification of the material that was removed or to which access was disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the material was removed or disabled due to mistake or misidentification of the material removed or disabled;
• The name, address, email address and telephone number of the person submitting the counter-notification;
• A statement that the person submitting the counter-notification consents to the jurisdiction of Federal District Court for his judicial district, or if the person is outside the United States, for any judicial district in which we may be found, and that the person will accept service of process from the person who submitted the DMCA claim or his agent.
3.7 If you wish to take down any of your content from the platform at any time, you should notify us by emailing us at firstname.lastname@example.org setting out details of the content you wish to be taken down and where it can be found (“Notified Content”). We will endeavor to respond promptly and to take down the Notified Content from the platform. Please note that once you have posted content, it may be shared and reposted by users on other websites (such as social media channels). Given the nature of the internet and social media channels, if your content has been posted elsewhere online, other users may have shared, commented on, or re-posted your content. Whilst we will endeavor to take down any Notified Content from the platform, we cannot guarantee that the Notified Content will be taken down from other websites or platforms, and you agree that you shall not hold the us, our employees, officers, agents and contractors responsible or liable for any use of your content by third parties either during or after the Usage Period.
4. Accounts, Passwords, and Security
4.1 Certain areas of the Platform may require registration or otherwise ask you to provide information to participate in certain features or access certain content. If you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Platform, or any features at all.
4.2 If the Platform requires you to create an account or otherwise submit information, you must complete the specified process by providing us with current, complete, and accurate information as requested by the applicable registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data, and any loss caused by your failure to do so is your responsibility. During the registration process, you may be asked to enter your name and valid e-mail address and choose a sufficiently strong password. It is your responsibility to select a secure password, and to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify Flare immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Platform. Flare is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. If you suspect your login credentials have been compromised, please notify us immediately. Flare is not responsible for any delay in shutting down your account after you have reported a breach of security to us.
5.1 FLARE MAKES NO REPRESENTATIONS ABOUT THE RELIABILITY OF THE FEATURES OF THIS PLATFORM, THE FLARE CONTENT, , OR ANY OTHER PLATFORM FEATURE, AND DISCLAIMS ALL LIABILITY IN THE EVENT OF ANY SERVICE FAILURE. THE MATERIALS AND INFORMATION ON THE PLATFORM ARE FOR INFORMATIONAL PURPOSES ONLY. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Flare without the prior review and written approval of Flare.
5.2 The Internet may be subject to breaches of security. Flare is not responsible for any resulting damage to any user’s device or computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. You should also be aware that e-mail and other submissions over the Internet may not be secure, and you should consider this before e-mailing Flare any information or posting information to the Platform. Flare makes no representation or warranty whatsoever regarding the suitability, functionality, performance, availability or operation of the Platform. This Platform may be temporarily unavailable due to maintenance or malfunction of computer equipment.
5.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THIS PLATFORM OR ANY INFORMATION OR SOFTWARE THEREIN. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES AND CONDITIONS THAT WOULD OTHERWISE BE IMPLIED BY STATUTE, CUSTOM OR COMMON LAW ARE EXPRESSLY EXCLUDED FROM THESE TERMS, AND DO NOT APPLY WITH RESPECT TO THE PLATFORM AND ANY INFORMATION OR SOFTWARE CONTAINED THEREIN. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL FLARE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGES (COLLECTIVELY, “DAMAGES”) THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS PLATFORM, NOR SHALL FLARE BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND FLARE’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS PLATFORM’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL FLARE OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM, EVEN IF FLARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION OF DAMAGES MAY NOT APPLY TO YOU AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF FLARE’S NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.
6.1 In order to use the platform (and register an account), you may be asked to provide personal information about yourself, including your full name, occupation/role, skills and experience, address, country of residence, date of birth, social profiles, phone number, email address, website and online showreel.
6.3 This Platform may hyperlink to other third-party services, websites, applications, software, and other content from third-party providers such as social media partners, wireless carriers, and third-party software application developers (“Third-Party Services”). Third-Party Services are not maintained by or related to Flare. Hyperlinks are provided as a convenience to users and are not sponsored by or affiliated with this Platform or Flare, and Flare makes no representations or warranties about the content, completeness, or accuracy of those Third-Party Services. Flare is not responsible for the availability of such Third-Party Services, and does not endorse nor is responsible or liable for any content or other materials on or available from such Third-Party Services. Your use of the Third-Party Services may be subject to additional terms, including software license terms, of those third parties.
7.1 We may terminate these Terms immediately at any time by written notice to you. We offer no guarantee that the platform will be available in the future.
7.2 Upon termination for any reason all rights granted to you under these Terms shall terminate immediately and you must immediately stop using the platform.
8. Use on a Mobile Device
8.1 The use of the Platform on a mobile device requires use of a mobile device and wireless mobile data service, which must be obtained from your wireless carrier, and may require internet access, which must be obtained from your service provider; you are responsible for obtaining and paying for such additional services and obtaining a suitable device, including without limitation all usage charges related thereto. You may be required to send and receive, at your cost, electronic communications related to the Platform, including without limitation administrative message, service announcements, diagnostic data reports, and Platform updates, from Flare, your wireless service provider or third party service providers. If you do not have an unlimited wireless mobile data plan, you may incur additional charges from your wireless service provider in connection with your use of the Platform. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access the Platform, including but not limited to payment of all third party fees associated therewith, including fees for information sent to or through the Platform.
9.1 Both you and Flare acknowledge and agree that no partnership, joint venture or agency is formed and neither of you nor Flare has the power or the authority to obligate or bind the other.
9.2 These Terms will be governed by and construed in accordance with the internal laws of Illinois without regard to conflicts of laws principles. Except as otherwise provided herein, by using this Platform, you agree that any litigation shall be subject to the exclusive jurisdiction of the state or federal courts located in New York, New York. YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS PLATFORM AND/OR THESE TERMS WILL BE RESOLVED WITHOUT RESORT TO ANY FORM OF CLASS ACTION. These Terms operate to the fullest extent permissible by law.
9.3 You agree, to the extent permissible by law, that any claim or cause of action arising of your use of the Platform must be filed within one (1) year after such claim or cause of action arose or be forever barred.
9.5 The failure of Flare to comply with these Terms because of an act of God, pandemics/epidemics, war, fire, riot, terrorism, earthquake, actions of federal, state, provincial/territorial, or local governmental authorities or for any other reason beyond the reasonable control of Flare, shall not be deemed a breach of these Terms.
9.6 Flare may refer potential violations of law(s) or regulation(s) to authorities or other persons or entities that it deems appropriate, may cooperate in the investigation of any suspected criminal or civil wrongdoing, and will cooperate with authorities when required to do so by law, subpoena, or when the public and/or Flare’s safety or rights are implicated. Flare assumes no obligation to inform you that your information has been disclosed to any law enforcement or government agency or authority. If Flare fails to act with respect to your breach or anyone else’s breach on any occasion, Flare is not waiving its right to act with respect to future or similar breaches.
9.7 If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
9.8 These Terms constitute a binding agreement between you and Flare, accepted by you upon your use of the Platform. Except as otherwise indicated in this Terms, these Terms constitute the entire agreement between you and Flare regarding the use of the Platform. By using the Platform you represent that you are capable of entering into a binding agreement.