Access and use of the membership portions of the Site are provided by Orange Thread Media, LLC to you on condition that you accept the terms and conditions of this Membership Agreement and the License, and by accessing or using the membership portions of the Site, you agree to the terms and conditions of this Membership Agreement and the License Agreement. If you do not agree to accept and abide by this Membership Agreement and the License Agreement, you should not create an account. In the event of any inconsistency between this Membership Agreement and the License, the terms of this Membership Agreement shall govern.
Orange Thread Media, LLC reserves the right, in its discretion, to change or modify all or any part of this Membership Agreement at any time, effective immediately upon notice published on the Site. Your continued use of the membership portions of the Site after such notice constitutes your binding acceptance of the terms and conditions in this Membership Agreement, including any changes or modifications made by Orange Thread Media, LLC as permitted above. If at any time the terms and conditions of this Membership Agreement are no longer acceptable to you, you should immediately cease use of the membership portions of the Site.
Download credits can be purchased from the Buy Credits Page within the membership portion of the Site. Credits can be purchased online with VISA, MasterCard, AMEX, PayPal, or with eChecks (through PayPal).
The price of credits purchased through the Site will be the price specified in the Site at the time of your purchase. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize Orange Thread Media, LLC to charge the designated credit card, or PayPal account, for the total amount of the purchase.
In the event of purchasing credits utilizing PayPal’s eCheck Method, credits will be posted to a user’s Account Center once PayPal has cleared the funds and these aforementioned funds have been allocated to Orange Thread Media, LLC. This process may take 2-5 business days.
Use of Content
You acknowledge that the Site contains or may contain information, software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets and other material (collectively, “Content”) which is protected by copyright, trademark or other proprietary rights of Orange Thread Media, LLC and its affiliates or other third parties (including other members).
You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Content was downloaded (such as the License Agreement).
You may download Content only in accordance with the terms of this Membership Agreement and the then applicable License Agreement.
Registration Data and Account Security
In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain and promptly update the Registration Data, and any other information you provide to Orange Thread Media, LLC, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify Orange Thread Media, LLC immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Orange Thread Media, LLC.
Rules of Conduct
You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, you agree that when uploading to or communicating via the Site, including in respect of any forums, chat-rooms or other exchanges (a “Forum”) accessed on or through the Site, you shall not do any of the following:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others, Producers, Administrators, or Partners.
- Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.
- Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.
- Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
- Falsify the origin or source of a file that is uploaded.
- Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters.
- Download any file posted by another user of a Forum.
- Use any communications or Content or other information obtained through the Site in a manner that is competitive with the Site or Orange Thread Media, LLC’s business.
You acknowledge that Forums are public and not private communications. Further, you acknowledge that no communication of a third party or Content is endorsed by Orange Thread Media, LLC and no communication of a third party or Content may be considered reviewed, screened or approved by Orange Thread Media, LLC. As explained below, Orange Thread Media, LLC reserves the right for any reason to remove without notice any communication, Content or other material posted to the Site.
You also agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You also agree not to attempt to gain unauthorized access to any other TripleWide Media member accounts, computer systems or networks associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
Orange Thread Media, LLC does not and cannot review all communications within the Site and is not responsible for the content of such communications. Notwithstanding the foregoing, Orange Thread Media, LLC reserves the right to delete, move or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Membership Agreement or is otherwise unacceptable. You shall remain solely responsible for all communications made or Content uploaded under your Member Name. Orange Thread Media, LLC shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by Orange Thread Media, LLC to determine Accepted Content is done as a courtesy only.
Orange Thread Media, LLC respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Orange Thread Media, LLC with notice of such infringement.
You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Membership Agreement and the use of the Site constitutes valuable, confidential, proprietary information of Orange Thread Media, LLC and its licensors, and you agree that during the term of this Membership Agreement and thereafter you shall not, without the express written consent of Orange Thread Media, LLC, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by applicable law.
For the purposes of this Membership Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of TripleWide Media, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property.
You agree to indemnify, defend and hold Orange Thread Media, LLC and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “TripleWide Media Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees on a solicitor and client basis) incurred by any TripleWide Media Party in connection with: (i) any use or alleged use of the Site under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Member Name; or (iii) any breach by you of this Membership Agreement. Orange Thread Media, LLC reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Orange Thread Media, LLC’s defense of such claim.
Term and Termination
This Membership Agreement is effective until terminated. You may terminate this Membership Agreement at any time by emailing [email protected] or by such other means of written notice acceptable to Orange Thread Media, LLC which enables confirmation of your identity and your intention to terminate. Orange Thread Media, LLC reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Site at any time for any reason without prior notice or liability. Orange Thread Media, LLC may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.
Orange Thread Media, LLC may also terminate or suspend your access to the membership portions of the Site for inactivity, which is defined as failing to access the membership portions of the Site for a consecutive period of twenty-four (24) months without logging into their account.
Termination of this Membership Agreement does not relieve you of your responsibilities to pay any amounts due to Orange Thread Media, LLC under this Membership Agreement or your obligations to not use the membership portions of the Site or any Content other than in the manner permitted under this Membership Agreement or any other agreement entered into at the time such Content was downloaded (such as the License Agreement). Termination of this Membership Agreement shall operate without prejudice to the Orange Thread Media, LLC’s rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement.
Upon termination of your access to the membership portions of the Site, you agree to forfeit all download credits remaining in your account.
DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ORANGE THREAD MEDIA, LLC DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
ORANGE THREAD MEDIA, LLC DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
LIMITATION OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL ORANGE THREAD MEDIA, LLC OR ANY OF ITS DIRECTORS, PRODUCERS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS MEMBERSHIP AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF ORANGE THREAD MEDIA, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
This Agreement will be governed under the laws of the State of Tennessee and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the content was downloaded, or such other address as you may advise us in writing to use, from time to time.
You specifically agree and acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed the terms of the License Agreement and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.
If any provision or part thereof of this Membership Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. This Agreement is personal to you and is not assignable by you without Orange Thread Media, LLC’s prior written consent. Orange Thread Media may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
If you have concerns relating to the Site or this Membership Agreement, please contact TripleWide Media at [email protected] or via phone at (615) 724-1502.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS MEMBERSHIP AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ORANGE THREAD MEDIA, LLC, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND ORANGE THREAD MEDIA, LLC RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.