CitizenGlobal, Inc. Terms of Use and Registration Agreement

Welcome to CitizenGlobal, Inc. (CG)   These “Terms of Use and Registration Agreement” are a legal contract between CG and you, the registrant.  Please let us know if you have any questions about this document.

A.    PRELIMINARY LEGAL TERMS.

1. Entire Agreement.  The entire agreement between CG and you is made up of these Terms of Use and Registration Agreement, CG’s Privacy Policy (citizenglobal.com/info/privacy-policy), CG’s Community Standards (citizenglobal.com/info/community-standards), any Producer Terms posted in connection with a specific request for media (see Section 12, below), and any other terms of use accompanying mobile applications (or applications accessed via a method other than this online method) (collectively, the “Agreement”).  This Agreement may be updated and modified by CG from time to time.  Those modifications are incorporated as the Agreement.  You will be notified of significant modifications when you visit CG, or log on, or access your account.  If you do not accept the modifications to the Agreement, your sole remedy is not to use the CG web site (the “Site”).

2. Age.  You must be at least eighteen (18) years of age to enter into a contract with CG.  If you are under the age of 18, you must have a parent or legal guardian sign this Agreement.   In no case are persons under the age of thirteen (13) years permitted to use the Site.

3. “Signing” of Agreement.   You “sign” and accept this Agreement by (a) clicking “Register” at the bottom of this Agreement, or (b) uploading content to the Site, or (c) using the method expressly provided by CG’s mobile (or other) application. 

B.    YOUR ACCOUNT.

4. Creation of Your Account.

a. To upload video, images, text, sound recordings, and other content (“Content”) and to access some features and services offered by CG at the Site (“Services”) you will have to create an account.  You promise that (i) the information you provide CG is accurate and complete, (ii) you will be the only person uploading Content and engaging in transactions through that account, (iii) you will keep your password secure, and (iv) you will notify CG of any suspected breach of security or unauthorized use of your account.  If you wish to delete your account, please contact CG at help@citizenglobal.com.  

b. Certain information is required by CG in order for you to establish an account.  Other information is optional, and you are not required to provide it.  CG may use the information provided as set forth in its Privacy Policy and this Agreement.  By way of example, if a CG customer, potential customer, or strategic partner (Client) is interested in footage that you have uploaded to the Site and wishes to know more about you, CG may provide to such Client the information you have provided in your account, and other information about you and your activity at the Site that CG has collected.

c. Your account is not transferable or sublicensable to third parties.

5. Suspension of Account and Services.  Use of the Site and the Services is a privilege and not a right.  CG may suspend or deactivate your account, take down Content, may decline to post your Content, or may limit or disable access to your Content, as set forth in Section 17.

6. Content.   You are solely responsible for the Content and the decision to upload it to the Site.  With respect to the Content, you represent and warrant:

a.  It is original to you.  Meaning, other than any portion that is in the public domain, or is licensed to you by a third party, you are the creator of the Content.  If there are any portions not original to you, you agree to identify them in writing to CG at the point of upload (please enter this information into the "Additional Info" field when uploading your Content).

b.  You own all rights, including intellectual property rights (or otherwise have sufficient legal rights) in all Content.

c.  The Content is not intended to threaten, harm (physically, mentally, emotionally, or psychologically), harass, intimidate, mislead, or otherwise injure others.  It does not promote racism, bigotry, or hatred.  It does not exploit any individual.

d.  It does not contain personally identifiable information about a child under the age of thirteen (13) years.

e.  It does not depict nudity, violence, drug use, or animal cruelty.

f.  It is not obscene, defamatory, disparaging, slanderous, libelous, or pornographic.

g.  It does not disseminate another person's personal information without his or her permission.

h.  Statements offered as facts are believed to be true and have a reasonable basis for such belief.

i.  It does not promote unlawful activities.

j.  It does not promote the goods or services of any person or entity unless such promotion is in response to a specific call by CG.

k.  It does not contain a link to or information about “adult” websites.

l.  It does not impersonate, or otherwise misrepresent, affiliation, association, or connection with, any person or entity.

m.  All persons visually identifiable have signed written consents.  (If written consents have not been obtained, please specify in the "Additional Info" field when uploading your Content).

n.  It does not violate the privacy rights (including publication of private facts, intrusion into a place of seclusion, portrayal in a false light, or false endorsement), or rights of publicity of any person.

o.  It does not disclose confidential information of a third party.

7. License to Use Your Content; Release.

a. Please review the Site carefully to understand the specific purposes for which Content may be uploaded.  For example, in some cases, companies with whom CG has a business relationship may be seeking certain specific footage to use in a project, and use the CG Site to make a call to videographers to submit footage for consideration.  In other cases, visitors to the Site may be encouraged to upload Content for purposes of sharing, commenting, critiquing, engaging audiences, and otherwise disseminating creative material.   The stated purposes will evolve as CG’S business model evolves.

b. By uploading Content, you authorize CG and its Clients to use the Content, and the intellectual property rights relating to the Content, for the purposes stated at the Site and this Agreement.  Without limitation, you grant CG the right to (i)  use, reproduce copies, publicly display, publicly perform, digitally perform, syndicate, synchronize, create derivative works (including by editing, modifying, translating, subtitling, and combining with other material), and transmit the Content; (ii) using the Content for promoting CG; and (iii) indexing, hosting, storing, displaying and caching your Content.   This license is nonexclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable.  It is for all formats, platforms, devices, modes of transmission, methods of delivery, and media now known or later developed. 

c. You may terminate the license you have granted to CG by removing or deleting (or writing to CG to remove or delete) your Content.  Copies of your Content may remain on CG servers until such time as the Content is overwritten or otherwise deleted.

d. The contributors of content at the Site, including you and your Content, retain ownership of their intellectual property rights.  Thus, CG retains ownership of its trademarks and copyrights, as do CG Clients and Users.   Nothing in this Agreement transfers ownership of such rights. 

C.    CONDUCT AND ACTIVITY AT THE SITE.

8. No License to Use Content Provided by Other Users.

a. You are permitted to view certain Content posted by other Users.  In some  cases, you are authorized to leave comments or otherwise post or communicate information.   You agree to follow the same standards for such communications as set forth in Section 6. 

b. Unless expressly authorized by another uploader in writing (“User”), you are not granted permission to copy, frame, embed, or in-line link the Content of another User.  However, there may be tools or features at the Site to enable embedding, or to link, or otherwise to access or disseminate such other Content, and you are authorized to use such tools for those purposes.

c. You agree not to collect, use, or sell any information appearing at the Site, including names and contact information of other Users.

d. You may find some Content objectionable.  If you believe that Content violates CG’s Community Standards, you may report it to CG using the process described in citizenglobal.com/info/community_standards.  CG shall take such action as it deems appropriate.  CG does not endorse or affirm any information, message, ideas, perspectives, or any other element of the content.   If you disagree with CG’s decisions, your sole remedy is to refrain from visiting the Site.

9. CG Intellectual Property.  CG and/or its licensors retain ownership of all intellectual property rights relating to CG, the Site, and the Services, including software, text, images, graphics, logos, user interface, videos, and sound recordings. You are authorized to use CG materials only as expressly authorized at the point of download of such materials.

10. Integrity of the Site.  You agree not to take any action to harm CG, interfere with its operation, access its underlying technology, copy its underlying technology, or copy Content. You agree not to use any automated system (crawlers, robots, bots, spiders, extractors, etc.) at the Site; circumvent, disable or otherwise interfere with security-related features or digital rights management functions at the Site; or hack, reverse engineer, or disable any technology at the Site. You agree not to use the Site or information gathered at the Site for advertising or commercial purposes, or to send unsolicited communications.  In your use of the Site, including the uploading and posting of Content, you agree to comply with all applicable laws.

11. Third Parties.  The Site may contain links to third party websites that are not owned or controlled by CG. CG does not control the content, privacy policies, or practices of any third party websites.  Please review the terms of service, including privacy policies, of such third-parties.

D.    PRODUCER PROJECTS.

12. Producer Projects.  At the Site, companies, organizations, and/or individuals (“Producers”) may request the submission of content meeting certain criteria.  By submitting your Content for consideration by the Producer, you are agreeing to the business terms identified by the Producer for such submissions, including the scope of use (or ownership) of the rights in the Content, payment (if any), and attribution.

a. CG makes no promises as to the commercial or noncommercial opportunities available to you through participation at the Site, or whether Clients/Producers will wish to engage in business discussions with you. 

b. If you and a CG Client/Producer decide to negotiate for rights to your Content, or for other terms of a business relationship, you are solely responsible for such business arrangements or contracts.   CG is not representing you and is not an agent or promoter of your services or workproduct.  Subject to Section 15(d), You release CG from (and agree not to sue CG for) any claims you may have arising out of your business relationships with CG Clients/Producers and your participation at the Site.

c. CG is entitled to retain whatever fees it negotiates with its Clients/Producers, including fees relating (or not) to you Content.

d. Unless the Producer has set other license or ownership terms, you grant to such Producer the following minimum use for the Producer’s project relating to your Content:  the right to use, copy, publicly display, publicly perform, digitally perform, syndicate, synchronize, create derivative works (including by editing, modifying, translating, and subtitling), and transmit the Content.  This license is nonexclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable.  It is for all formats, platforms, devices, modes of transmission, methods of delivery, and media now known or later developed.

e. If the Producer business terms state that you are entitled to payment from the Producer for the use of your Content, and if CG is collecting such payment from the Producer, CG shall remit such payment as set forth in the payment terms.  Unless other payment terms are specified, the following terms shall apply:   All payments are in U.S. dollars.  Payments shall be made no less often than thirty (30) days after the end of the calendar quarter in which CG receives payment from the Producer.  Payments of less than Twenty Dollars ($20) shall be carried over to subsequent  payment periods until you are entitled to at least Twenty Dollars.  

13.  Fee-Based Services.

a. CG may enable you to list your Content for sale or licensing to companies, organizations, or individuals interested in using your Content in their own productions (CG Marketplace).  If you choose to submit Content to the CG Marketplace, such Content will be subject to the terms of the CG Marketplace policies and such additional terms as you met set for the use of your Content.  CG may charge you fees for the posting, sales, and or licensing of your Content to the CG Marketplace.  You will have the opportunity to review and separately accept the terms at the CG Marketplace. 

b. As the Services and offerings of CG change and expand, CG will post descriptions of other Services and the terms of those Services, including fees.  As with the CG Marketplace, you will have the opportunity to review and separately accept the terms of such Services.

c. Unless otherwise stated, all fees are in U.S. Dollars.  You are responsible for paying all fees and applicable taxes associated with your use of the CG Services in a timely manner with a valid payment method.  If your payment method fails or your account is past due, we may deduct amounts owing CG from any fees to which you would otherwise be entitled from Producers or other third parties, or charge the credit card you have placed on account with CG.  Until payment terms are satisfactory, we may suspend or terminate your account. 

d. Fees and services are subject to revision from time to time, and you will be advised of significant changes and required to accept those changes to continue with the CG Marketplace or other Services.

E.    NO WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION.

14.  NO WARRANTY.

a. THE SITE AND SERVICES ARE PROVIDED FOR “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

b. Without limitation, CG does not warrant that the Site will operate without error or interruption, or that the information provided will be complete or accurate.  CG does not warrant the performance by or conduct of its Clients, Producers, users, or other third parties. 

15. Limitation of Liability for Damages.

a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CG BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE SITE, THE SERVICES, OPERATION OF THE SITE, ACTIONS REGARDING YOUR CONTENT, OR ACTIONS REGARDING THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT CG IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

b. As used in this section, “CG” includes CG, its officers, directors, employees, contractors, agents, members, parent, subsidiaries, related business entities, successors, assigns, clients, and Producers.

c. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THE LIABILITY OF CITIZENGLOBAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, CLIENTS, PRODUCERS, AND SUPPLIERS IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

d. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

16. Indemnification; Cooperation.  

a. You acknowledge that your account with CG and your participation at the Site is based upon the truth of the promises, statements, and representations made by you in this Agreement, including the terms of Sections 6 and 10, above.  By signing this Agreement and/or participating at the Site, you indemnify, hold harmless, and agree to defend CG against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against CG in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the promises, statements, representations, and warranties.  This obligation extends to CG, its officers, directors, employees, contractors, agents, members, parent, subsidiaries, related business entities, successors, assigns, and Clients.  This obligation survives termination of this Agreement.

b. In addition to the obligation of indemnification, above, you agree to use your best efforts to assist CG in the investigation and resolution of any third party claim or assertion in consistent with your representations and warranties.  You agree to provide such assistance promptly upon receipt of notice from CG of such claim or assertion and at no charge. 

17. Termination of Services; Termination of Agreement.

a. In the exercise of its discretion, CG may suspend or terminate an account, remove or limit access to Content, or limit Services to which an account holder has access.  CG may remove any contribution from an account holder, including Content, user profile, and/or account information.  CG may take such actions with or without prior notice to an account holder.  CG may take such actions without any liability to an account holder.

b. In the exercise of your discretion, you may terminate your account, cease using Services, cease contributing Content, or delete account information.  You may take such actions with or without prior notice to CG and without any liability to CG.  If you notify CG of your termination of your account CG shall take reasonable steps to block access to or delete your posted Content.  This is your sole remedy in the event you are dissatisfied with CG, the Services, or the Site.

c. Your termination of this Agreement terminates any entitlement you might otherwise have to fees from Producers otherwise administered by CG.

d. The terms of Sections 6, 10, 14-17 shall survive termination of this Agreement or any Service.

F.    DIGITAL MILLENIUM COPYRIGHT ACT.

         CG’s DMCA Compliance Policy and Procedure is found at citizenglobal.com/info/dmca and is incorporated by reference.

G.    GENERAL LEGAL TERMS.

18. The Site and Services are Located in and Delivered from Venice, California, USA.   This Agreement is executed (signed) and performed in California.  You agree that the Site is based in, and the Services are provided from, California USA.  The Site and Services shall be deemed a passive website that does not give rise to personal jurisdiction over CG, either specific or general, in jurisdictions other than California.  This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles.  Any claim or dispute between you and CG that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California.

19. No Implied Waiver.  No waiver by CG shall be implied.  Any waiver of any term of this Agreement must be in writing and signed by an officer of CG.

20. Severability.  If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable.  The remaining provisions of this Agreement will remain in full force and effect.

21. Statute of Limitations.  Any litigation or other dispute resolution arising out of or related to this Agreement must be commenced within one (1) years after the date of the event giving rise to the claim.  Otherwise, such causes of actions are permanently barred.

22. International Considerations.   CG makes no representations that the Site or Service is appropriate or available for use in locations other than the United States.   Those who access or use the Site or use the Services from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws. 

23. Assignment.  CG may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party.  You may not assign or transfer your account.

24. Notices. 

a. The Services are offered by CitizenGlobal, Inc., located at 515 Boccaccio Ave., Venice, CA, 90291 and email: help@citizenglobal.com.  If you are a California resident, you may have this Agreement emailed to you by sending a letter to the foregoing address with your email address and a request for this information and Agreement.

b. CG may provide you with notices, including those regarding changes to CG's Terms of Use, by email, first class mail, or postings to the Site.  Notice is deemed given upon the earlier of (i) actual receipt, (ii) twenty-four (24) hours after an email is sent, (iii) three (3) days after first class mail is deposited with the U.S. Postal Service, or (iv) thirty (30) days after a notice is posted to the Site.

25. Entire Agreement.  This Agreement (including the documents referenced in Section 1, above) is the entire agreement between you and CitizenGlobal relating to the stated subject matter.  It can be modified by the parties in a writing signed by both parties, or by a change to these terms as expressly set forth in this Agreement.

26. Nature of Agreement.  No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.  This Agreement does not create any right that may be enforced by a third party.

Last Modified: August 22, 2011