WingClips User Agreement

NOTICE TO USER

Please read this contract carefully. By signing up for a WINGCLIPS™ account and/or downloading any WINGCLIPS™ motion picture trailer and/or clip, you accept and agree to all of the terms and conditions of the WINGCLIPS™ USER AGREEMENT. WingClips, LLC, will not allow any Subscription or WINGCLIPS™ Credits to be purchased or any WINGCLIPS™ trailers or film clips to be downloaded unless you accept and abide by the terms of this agreement, which is enforceable like any written agreement signed by you.

DATE OF AGREEMENT

This Agreement is entered into and effective as of the date you first sign up for a WingClips™ account.

PARTIES TO AGREEMENT

The parties to this Agreement are WINGCLIPS, LLC, a California limited liability company, and you (hereinafter referred to as “User”). “User” means and refers to a User with either a “Free Account” or “Subscriber” to the WingClips™ credit program.

LIMITED USE OF WINGCLIPS™

WingClips, LLC, has the right to offer and provide trailers and/or short segments (“clips”) of certain motion pictures, including, but not limited to, theatrical features, documentaries and television programming, (hereinafter collectively and individually referred to as “Films”) to organizations for use during religious services and/or teaching presentations to illustrate sermon messages and/or teachings. The clips of Films are hereinafter referred to as “WingClips™,” and consist of edited clips of between thirty (30) seconds and five (5) minutes in length.

USER’S STATUS

User is an individual or organization that conducts religious services and/or teaching presentations/seminars.

TERMS OF AGREEMENT

In consideration of the foregoing recitals and the covenants and conditions contained herein, all of which constitute the User Agreement, the parties agree as follows:

1. User’s Right to Use WingClips™

WingClips, LLC, hereby grants to User, during the term of User’s active account to WingClips™, a non-exclusive right to download WingClips™ from the WingClips, LLC, website and to digitally project them during religious services and/or teaching presentations solely for the purpose of illustrating such sermon messages and/or teachings. Each WingClip™ may be used by User in the manner, and only for the specific and limited purposes, specified herein and in paragraph 2, below. User agrees that it will not use the WingClips™ or any portion thereof for any purpose other than those specified herein and in paragraph 2, below, and that WingClips, LLC, may, in its sole discretion, withhold such consent.

2. Limited Use of WingClips™

User shall use WingClips™ only and solely for the purpose of illustrating sermon messages and/or teachings during public religious services and/or teaching presentations. In addition, User agrees to abide by the following terms and conditions of use:

2.1 User shall not make or permit the making of any reproductions of or from WingClips™, in whole or in part, except in connection with the purposes specified herein.

2.2 User shall have no right to sell, license or otherwise transfer or assign the use of WingClips™ to any third party.

2.3 User shall not use any WingClip™, either in whole or in part, to make a derivative work; and User shall not include any WingClip™, either in whole or in part, in any other work, including, but not limited to, visual and/or audio media of any kind.

2.4 User shall not have the right to edit, combine or otherwise alter the WingClips™ in any way; and User shall project each clip in its entirety, including the four (4) second tag at the end of a WingClip™ and the four (4) second watermark at the beginning of a WingClip™ that includes the Film’s title and copyright notice.

2.5 User may show one (1) or more WingClips™ during a single sermon and/or religious service and/or teaching presentation.

2.6 User shall delete each downloaded digital WingClips™ file from User’s computers, servers, hard drives and/or any other digital file storage media, within one year (365 days) for WingClips™ that cost credits, and thirty (30) days for WingClips™ that are Free after User downloads such WingClips™ file.

2.7 At the time of signing up to WingClips™, User shall verify the estimated average number of viewers who may see each WingClip™ at each religious service and/or teaching presentation.

3. WingClips, LLC’s Representations and Warranties

WingClips, LLC, warrants and represents that it has the right and authority to enter into and perform this Agreement and to grant the rights to use WingClips™ to USER herein contained; provided, however, User acknowledges that WingClips, LLC, makes no representations or warranties with respect to the right to consent to the services of those persons who performed in the WingClips™. WingClips, LLC, further warrants and represents that the WingClips™ are not defamatory nor do they infringe any trade name, trademark or copyright of any person, firm or corporation; and the WingClips™ do not invade or violate any right of privacy, personal or proprietary right, or other common-law or statutory right of any person, firm or corporation.

4. User’s Representations and Warranties

User warrants and represents that nothing contained in the context in which the WingClips™ are exhibited by User to its viewers will be in any way derogatory to the Films from which the WingClips™ were taken, any person connected with the production thereof or depicted therein, the Film’s distributors, or WingClips, LLC. Furthermore, WingClips™ will not be used in any way so as to constitute an expressed or implied endorsement of any product or service by, or a commercial tie-up involving, WingClips, LLC, or anyone associated with the Film.

5. WingClips, LLC, Subscription Services and Charges

5.1 A WingClips, LLC, Free Account offers the following items:

5.1.1 Download access to any and all Free WingClips™, Sermon Outlines, WingKits™; and

5.1.2 QuickTime and Windows Media formats.

User may sign-up for a Free Account by selecting the “Free Account” option through the online store, and accepting this Agreement, below. The Free Account term will commence on the date WingClips, LLC, sends User a confirmation email. A Free Account term will continue until a User chooses to upgrade to a WingClips Subscription, or deletes User’s WingClips Free Account.

5.2 * A WingClips, LLC, Subscription offers the following items:

5.2.1 Sixty (60) credits per year, one-hundred and twenty (120) credits per year, or two-hundred and forty (240) credits per year for Yearly Subscribers depending on user’s designated plan; or five (5) credits per month, ten (10) credits per month, or twenty (20) credits per month for Monthly Subscribers depending on user’s designated plan;

5.2.2 Download access to all Free WingClips™, Sermon Outlines, WingKits™; and

5.2.3 Unlimited Sermon Outline downloads during either the Monthly or Yearly subscription term;

5.3.3 QuickTime and Windows Media formats.

5.3.4 Permission to publicly showcase any purchased clip for up to one year (365 days) from purchase date.

User may subscribe by selecting one of the Monthly or Yearly options when registering for a WingClips Account or under the “Change Plan” section in the My Account menu, accepting this Agreement, and paying the fee for the selected subscription term. The subscription term will commence on the date WingClips, LLC, sends User a confirmation email. User’s Subscription Plan will automatically renew and re-bill at the end of the term then in progress, unless User chooses to discontinue auto-renewals or deletes his/her account before User’s next renewal date.

5.4 WingClips, LLC may need to remove some existing WingClips™. Therefore, the availability of WingClips™ for certain Films are subject to change at any time.

6. Reservation of Rights

The copyright owners and/or their licensees, as the case may be, reserve all rights in and to the WingClips™ that are not expressly granted to WingClips, LLC and/or USER.

7. Trademark; Copyright

User acknowledges that the WingClips™ trademark is owned by and is the exclusive property of WingClips, LLC, and may not be used without the prior written consent of WingClips, LLC. User further acknowledges that the Film clips used in WingClips™ are protected by copyright law and may not be used in any manner inconsistent with the limited rights of use herein granted by WingClips, LLC, to User.

8. Indemnification

User shall indemnify and hold WingClips, LLC, harmless from and against any and all claims, damages, losses, costs, liabilities and expenses, including attorney fees, arising from all claims, whatsoever, and whenever brought, which may be brought based directly or indirectly upon User’s use or misuse of the WingClips™ or as a result of User’s breach of any of the warranties set forth in paragraph 4, above. WingClips, LLC, shall indemnify and hold User harmless from and against any and all claims, damages, losses, costs, liabilities and expenses, including attorney fees, arising from all claims, whatsoever and whenever brought, which may be brought based directly or indirectly upon WingClips, LLC’s, breach of any of the warranties set forth in paragraph 3, above.

9. Termination of Subscription

9.1 The term of this Agreement shall commence on the start date of the subscription (pursuant to Section 5, above, and shall continue for its entire term, unless User desires to terminate it sooner. User may cancel a Subscription by un-checking the “Automatically Renew Subscription” option in the “Billing” menu or under the “Cancel Subscription” Menu. If User does not cancel a Subscription in this manner, WingClips, LLC, shall renew User’s account for an additional term.

9.2 Any breach of any of the terms and conditions of this Agreement by User that either cannot be cured or remains uncured shall give WingClips, LLC the right to immediately terminate this Agreement. In the event of such termination, a Subscriber shall not be entitled to any refund of its subscription fee. User shall delete/destroy all WingClips™ in its possession and provide WingClips, LLC with verification that it has done so, pursuant to paragraph 2.6, above.

10. Notices

All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served via email, facsimile or express courier and properly addressed to the parties at the addresses set forth on the registration page. Either party may change its address for purposes of this Agreement by giving the other party written notice of the new address in the manner set forth above.

11. Waiver

The waiver by one party of any breach of this Agreement by the other party hereto shall not be effective unless in writing, and no such waiver shall operate or be construed as the waiver of the same or another breach on a subsequent occasion.

12. Governing Law and Venue; Attorney Fees

This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue of any proceeding arising out of this Agreement shall be Orange County, California. The prevailing party in any dispute or proceeding arising out of this Agreement shall be entitled to its reasonable attorney fees incurred as a result thereof.

13. Severability

In the event that any one or more of the provisions of this Agreement, or any part thereof, shall be deemed to be unenforceable for any reason, the parties expressly agree that such provision or part thereof shall be deemed deleted so as to render the balance of this Agreement, as so modified, valid and enforceable to the fullest extent permitted by law. Each covenant and agreement contained in this Agreement shall be construed and enforced independently of any other provision of this Agreement.

14. Entire Understanding

This Agreement constitutes the complete understanding of the parties with respect to the subject matter hereof. No modification or waiver of any provision shall be valid unless in writing and signed by all parties.

15. Registration and Acceptance of Subscription Agreement

To subscribe to WingClips™, subject to the terms and conditions of this Agreement, please completely fill in all necessary membership information and select the box that states you agree to this WingClips User Agreement.

WingClips, LLC retains the right to amend, add, or delete any portion of this USER Agreement at any time, so long as WingClips, LLC provides User a copy of the revised agreement, and USER reserves the right to cancel the subscription at any time.

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