TERMS OF SERVICE

Last updated: June 5th, 2018

BitReel offers a mobile application that offers video recording using proprietary technologies. Our website is located at www.bitreel.com (the “Site”). BitReel is owned and operated by BitReel, LLC (hereafter “BitReel”, “us”, “our”, “we”). These Terms of Service (“Terms”) govern your access and use of the Site, the BitReel mobile software application (the “Application”) and all services available through the Site and the Application (collectively, the "Services"). “You” or “Your” means an adult user of the Services, or as the parent or guardian of any minor whom you allow access to the Services, and for whom you will be held strictly responsible.

By downloading the BitReel mobile software, registering to use the Application or otherwise accessing the Application on a local device or remote device or server, you may be eligible to use any of the Services.

Any information that you supply to us will be governed by these Terms and the Privacy Policy (as defined below) as they may be updated from time to time by us. You agree to abide by the rules and policies established from time to time by us. Such rules and policies will be applied generally in a nondiscriminatory manner to all users of the Services.

BitReel does not accept registration from users who are under 13 years of age, in compliance with the Children’s Online Privacy Protection Act of 1998. By visiting and contributing to content on BitReel, you attest that you are at least 13 years old.

Please read these Terms carefully. These Terms govern your access to and use of the Services. You must accept these Terms prior to using the Site and/or the Application. By using and/or visiting the Site (including all content and services available through the Site) and/or the Application, you signify your assent to both these Terms and our privacy policy, which is available at www.bitreel.com/privacy-policy (the “Privacy Policy”). 

Changes may be made to these Terms from time to time. Your continued use of the Site and/or the Application will be deemed acceptance to any amended or updated terms. If you do not agree to any of these Terms, please do not use the Site and/or the Application. BitReel reserves the right to change, update or cease to offer the Site, the Application or any part thereof at any time.

If you are using the Services on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to these Terms. If you do not have such authority, then you may not use the Services on behalf of your employer and you must discontinue all use of the Services immediately. By logging in, you represent and warrant that you are authorized by your employer to access the Services.

Account Access
Your access to the Application allows you to participate in certain services provided by BitReel, subject to the Terms and the Privacy Policy. BitReel reserves the right to refuse to allow a user to access the Application for any reason, all at BitReel’s sole discretion.

 When using the Application, you may not enter any indecent, or otherwise offensive information. This information cannot be used in any way that violates the Terms and common practices. You may not provide false information during use of the Application. You must provide truthful and accurate information while utilizing the Application.

Your Application access is at risk if you let someone use it inappropriately and is subject to termination if you or anyone using the Application violates the Terms. If your Application access is terminated, you may not join BitReel again without express permission.

You agree to immediately notify BitReel of any unauthorized use of the BitReel Application. You are fully and solely responsible for the security of your computer system and all activity using your access to the Application, even if such activities were not committed by you. BitReel will not be liable for any losses or damage arising from unauthorized use of the Application, and you agree to indemnify and hold BitReel harmless for any improper or illegal use of the Application. 

Billing
Payments will be due upon your receipt of an invoice. Beginning thirty (30) days following the date of BitReel’s invoice, BitReel may charge you late fees/interest on the outstanding balance in an amount not to exceed the highest amount allowed by applicable law. BitReel reserves the right, in its sole discretion, to invoice you prior to the use of the Application.

Termination of Application Access
You agree that BitReel may for any reason, in its sole discretion and without notice, terminate your access to the Application, and remove from the Services any Content (as defined below) associated with your account. Grounds for such termination may include (i) past due payment, regardless of the amount, (ii) violation of these Terms, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is harmful to other users, third parties, or the business interests of BitReel or (v) if, under appropriate circumstances, the user is determined by BitReel to have infringed on an individual’s or entity’s intellectual property rights. If BitReel terminates your account for any of the foregoing reasons, you shall not be entitled to any refund of fees paid with respect to such account. You agree to pay any outstanding balance in full within seven (7) days of termination of your account.

If BitReel believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Services.

Any suspension, termination, or cancellation shall not affect your obligations to BitReel under these Terms (including but not limited to ownership, intellectual property, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation. Premium Fees and fees paid in advance for Commercial Use Packages are not refundable, and BitReel shall not refund any such fees if you request to terminate your Application access. YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES ARE NON- REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

Intellectual Property & Content
BitReel and its licensors own the Services, including all worldwide intellectual property rights in the Services, and the trademarks, service marks, and logos contained therein.

Certain types of content may be made available through the Services, including but not limited to promotional videos (collectively “Content.”) 

You hereby grant BitReel a perpetual, irrevocable, non-terminable, transferrable, worldwide, royalty-free, fully paid-up and non-exclusive license to use, copy, distribute, publicly perform, display, modify and create derivative works of any Content or part of any Content you submit and grant sublicenses of the foregoing rights. You hereby represent, warrant and covenant that you have all right, title and interest in and to the Content you make available on the Services and that any Content you submit does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified herein.

BitReel and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Services that violates these Terms or is otherwise objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party’s intellectual property.

In order to use certain parts of the Services, you may be asked to supply certain personal information. BitReel will treat all personal information as described in our Privacy Policy. All personal information that you provide must be accurate, complete, and kept current. Please note that, while we seek to have the companies with which we do business observe the spirit of our Privacy Policy, we cannot be responsible for what they do with personal information that you provide. Content you use or make available through your account may be available to the public, and you should have no expectation of privacy in the same.

BitReel may allow users to incorporate certain pre-selected audio works into Content. Copyright in such pre-selected audio works is owned by third parties and is licensed by BitReel for use in the Services. Such pre-selected audio works may only be used for your own personal purposes. You may not make any commercial or other use of such works, and except as expressly set forth herein you may not copy, lease, publicly perform, broadcast or distribute such works without the prior written consent of the copyright holder. You may not link directly to any such audio works. You may choose to incorporate other audio works in Content other than the pre-selected audio works made available by BitReel. In such event you represent and warrant that the incorporation of such audio works does not violate any third party intellectual property or moral rights, and you agree to fully indemnify BitReel for any losses resulting from your breach of such warranty.

User Submissions
You are solely responsible for Submissions you post or transmit to the Services. “Submissions” is defined as anything a user transmits to the Services or to another in the course of using the Services, including without limitation any raw video or audio material. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Submissions. You represent and warrant that you are the owner of all Submissions and have all legal right and authority to grant BitReel the license set forth herein. You further represent and warrant that with respect to any Submission, all necessary licenses, permissions, releases and consents (including, without limitation, trademark licenses, audio rights, or privacy/publicity releases for Submissions depicting people, products, businesses, or other content) have been obtained by you. In addition, you represent and warrant that no Submission infringes the intellectual property rights or moral rights of any third party or violates any applicable law. BitReel reserves the right, at its sole discretion, to remove any Submissions or delete an account, without prior permission of its users, that may violate these Terms at any time. BitReel does not pre-screen Submissions, but reserves the right to delete Submissions that violate these Terms.

BitReel does not claim ownership of your Submissions. However, by sending any Submissions you automatically grant BitReel a worldwide, non-exclusive, royalty-free, sublicensable and transferable perpetual license of all worldwide rights to use, edit, modify, include, incorporate, adapt, record, perform, display and reproduce Submissions including, without limitation, all trademarks associated therewith, in any manner whatsoever, in or out of context, in all languages, in all media now known or hereafter created, including without limitation, for the purpose of improving and/or commercially promoting BitReel and/or the Services. BitReel may retain any raw audio or video material that you submit, and make internal use of such material including for testing purposes. You may request that BitReel delete and make no further use of such material by contacting us on support@bitreel.com

Without limiting the foregoing, you agree that you will not use the Services in any manner or transmit any Submission that:

Posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) Material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity); (b) Material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening; (c) Pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor; (d) Any virus, worm, Trojan horse, or other harmful or disruptive component; (e) Anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate; or Restricts or inhibits use of the Site and/or the Application; Uses any account or password without prior permission; Obtains or solicits another person’s password or other personal information under false pretenses; Impersonates another user or otherwise misrepresents yourself in any manner, whether to another user, to us, or otherwise; Violates the legal rights of others, including defaming, abuse, stalking or threatening users; Infringes (or results in the infringement of) BitReel’s or any third party’s intellectual property rights, moral rights, or other rights; Is (or you reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; Does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction; or would cause BitReel to be in violation of any law, ordinance, rule, regulation or treaty, or to infringe any right of any third party; Publishes falsehoods or misrepresentations that may damage BitReel or any third party; Manipulates identifiers, forges headers or other data in order to disguise the origin of content transmitted through our sites or to manipulate your presence on the Services; Disrupts, interferes or harms the Services, servers or networks; or Imposes an unreasonably or disproportionately large load on our infrastructure.

Use Restrictions
The software and technology underlying the Services is the property of BitReel, and you may not connect to or use the Site and/or the Application in any way that is not expressly permitted by these Terms. Specifically, you may not do or attempt to do any of the following:

Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Services (including without limitation, for the purpose of obtaining unauthorized access to our Site and/or the Application) without our prior written authorization, including framing or mirroring any part of the Site and/or the Application;

Circumvent, disable, or otherwise interfere with security-related features of the Services, the Site, the Application or features that prevent or restrict use or copying of any Content, including without limitation any edited or summarized videos;

Use the Site, Content or Services in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms;

Sell, resell or otherwise monetize any Content to any third party, except as specifically set forth in these Terms;

Use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site and/or the Application;

Use any script, tools, “bots” or hardware for the purpose of interacting with, using or running the Application on an automated or unattended basis.
“Deep link” to the Services or any Content, unless such link was provided to you for that purpose by the Site or the Application;

Harvest, collect or mine information about other users of the Services;

Create a database by systematically downloading and storing all or any of the Content on the Site or the Application;

Violate the Terms or any other rule or agreement applicable to you or BitReel through the Services’ inclusion in, reference to, or relationship with any third party or third-party site or service, or your use of any such third-party site or service;

Remove, obscure, make illegible or alter any proprietary notices or labels or other indications of BitReel’s rights in the Services;
Use or access another user’s account without permission; or

Use the Services or content therein in any manner not permitted by these Terms.

Infringement
BitReel does not endorse any Submission or any opinion, recommendation, or advice expressed therein, and BitReel expressly disclaims any and all liability in connection with Submissions. BitReel does not permit copyright infringement or infringement of intellectual property rights on its Site or the Application. We will remove all Content and Submissions if properly notified of these infringements, and may do so at our sole discretion, without prior notice to users at any time.

Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is our policy to respond to copyright owners who believe material appearing on the Services infringes their rights under US copyright law. If you believe that something appearing through the Services infringes your copyright, you may submit a notification pursuant to the DMCA by providing our Copyright Agent (information below) with the following information in writing (please see 17 U.S.C 512(c)(3) for further detail): 
•    Your address, telephone number, and email address;
•    A description of the copyrighted work that you claim has been infringed;
•    A description of where the alleged infringing material is located;
•    A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
•    An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
•    A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

If you believe that such a notice was wrongly filed against you, the DMCA allows you to send a counter-notice to our Copyright Agent which shall include the following information: 
•    Your name, address, telephone number, and e-mail address;
•    A description of the Submission that has been removed or to which access has been disabled;
•    A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content;
•    A statement that you consent to the jurisdiction of the federal court in Boston, Massachusetts, and a statement that you will accept service of process from the person who provided notification of the alleged infringement; and
•    Your physical or electronic signature.

Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to our designated Copyright Agent. Our designated Copyright Agent to receive notifications of claimed infringement only is legal@bitreel.com

Linked Content
Portions of the Site and the Services (including, without limitation, advertisements) may involve linking to or using web sites belonging to third parties. We have no control over third-party sites, and all use of third-party sites is at your own risk. BitReel is not responsible for content or services available by means of such sites. BitReel does not endorse any products or services offered by third parties and we urge our users to exercise caution in using third-party sites.

Disclaimer
Your use of any aspect of the Site and/or the Application is at your own risk. BitReel makes no representations or warranties whatsoever in respect of the Services or Content. Neither BitReel nor any of its affiliates will be liable for any direct, incidental, consequential, indirect, punitive, exemplary, special or other damages, whether under any contract, tort (including negligence), strict liability, or other theory, and regardless of whether it has been advised of the possibility of such claim or damage, arising in connection with the Services, Submissions or Content. BitReel cannot accept any liability whatsoever in respect of any Video and/or Content which is modified by you or any other third party.

Export Restrictions
You shall not, directly or indirectly, export the Services to any country to which such export is prohibited by law. You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Services or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. The Application may not be downloaded or otherwise exported or re-exported (i) to any country subject to U.S. Trade Sanctions covering the Application, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are citizens or lawfully admitted permanent residents of the United States and not currently domiciled in countries subject to such sanctions; or (ii) to anyone on the U.S. Department of the Treasury’s list of specially designated nationals and blocked persons or the U.S. Department of Commerce’s table of denial orders.

Warranties; Disclaimer.
WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BITREEL EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BITREEL MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SERVICES.

BITREEL DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SITE AND/OR THE APPLICATION AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SITE OR THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SITE OR THE APPLICATION WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SITE OR THE APPLICATION WILL BE CORRECTED; OR (e) THE SITE OR THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE APPLICATION IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.

Without limiting the foregoing, BitReel shall have no liability for:

Any adverse effect to your computer or other software as a result of your use of the Services, or as a result of any Content available through the Services;
Your use of (or inability to use) the Site, the Application or any Site component thereof, including Submissions, Content, Video and any transactions that involve the Services;
Any material available (or intended to be available) on or by means of the Services or information or advice received by means of the Services;
Any error or omission of BitReel, or any act or omission of any third party;
Any error, delay, interruption, operational problem, unavailability, or failure in the Site, the Application or any component thereof, or any directly or indirectly related equipment, system, programming, or network (including the internet);
Any breach of security involving the Services or your account;
Any viruses or other code or component that may affect your computer system, mobile device or other property as a result of your use of the Services.

Indemnification
You agree to indemnify, defend, and hold harmless BitReel and the respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or your employees or agents or anyone using your computer or device; (b) any claim, loss or damage experienced from your or your employees' or agents' use or attempted use of (or inability to use) the Services, including any transactions that you or your employees or agents conduct or attempt; (c) your or your employees' or agents' violation of any law, ordinance, rule, regulation or treaty; (d) your or your employees' or agents' infringement of any right of any third party, including without limitation the infringement by any Submissions of any third party intellectual property right or moral right; (e) your or your employees' or agents' violation of any applicable law, regulation, rule or third party intellectual property right or moral right as a result of your or your employees' or agents' forwarding, posting or use of any Content; (f) any Content that you or your employees or agents downloaded from the Services or modified; and (g) any other matter for which you or your employees or agents are responsible hereunder or under law. You agree that your or your employees' or agents' use of the Services shall be in compliance with all applicable laws, regulations and guidelines.

Limitation of Liability
In no event shall BitReel be liable to you or any third party for any damages, including but not limited to general, incidental, consequential, indirect, direct, special or punitive damages, arising out of or relating to the Services or Content. In any case, BitReel’s entire liability under any provision of this agreement shall not exceed amounts paid by you to BitReel for the use of the Services and Content hereunder. As such, if you have not made any payments to BitReel for the use of the Services, BitReel shall have no liability to you whatsoever, with the exception of death or personal injury caused by negligence of BitReel to the extent applicable law prohibits the limitation of damages in such cases.

Open Source Software
Software provided by BitReel may contain or be provided together with open source software. Each item of open source software is listed at www.bitreel.com/credits, and is subject to its own applicable license terms as listed therein, or which can be found and/or in the software documentation or the applicable help, notices, about or source files. Copyrights to the open source software are held by the respective copyright holders as indicated in the respective copyright notice. If any applicable open source license requires that BitReel make available any software in source code format, you can contact BitReel on www.bitreel.com/contact to obtain a copy of such source code. To the extent required by any open source license, the terms of such licenses will apply in lieu of the terms of these Terms and the restrictions in these Terms will not apply. Notwithstanding anything to the contrary herein, BitReel makes no warranties and accepts no liability in respect of any open source software.

Miscellaneous
These Terms shall be governed by the laws of the Commonwealth of Massachusetts exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Subject to the binding arbitration provision below, any action to be brought in connection with these Terms or the Services (other than an action relating to the DMCA) shall be brought exclusively in the state and federal courts located in Boston, Massachusetts, and you irrevocably consent to their jurisdiction. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action against BitReel must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and BitReel or enables you to act on behalf of BitReel. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between BitReel and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby cancelled. Nothing contained in these terms shall be construed to limit the actions or remedies available to BitReel with respect to any prohibited activity or conduct. Non-enforcement of any term of these Terms does not constitute consent or waiver, and BitReel reserves the right to enforce such term at our sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. These Terms are for the benefit of BitReel (and respective assignees), and each shall have the right to assert and enforce its provisions against you directly on its own behalf. We may assign our rights under these terms to any third party.

Binding Arbitration
You and BitReel agree that, except as provided below, all disputes, controversies and claims related to these Terms (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth herein and the JAMS Rules, the terms herein will control and prevail.

Except as otherwise set forth herein, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and BitReel will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (a) you and BitReel may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

Location
The arbitration will be conducted in Boston, Massachusetts, unless the parties agree to video, phone and/or internet connection appearances.

Limitations
You and BitReel agree that any arbitration shall be limited to the Claim between BitReel and you individually. YOU AND BITREEL AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

Exceptions to Arbitration
You and BitReel agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or BitReel’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

Arbitration Fees
If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If BitReel initiates arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

Severability
You and BitReel agree that if any of the arbitration provisions are found illegal or unenforceable (except any portion under the “Exceptions to Arbitration” section), only those provisions that are found illegal or unenforceable shall be severed and the remainder of the provision shall be given full force and effect. If the provisions under the “Exceptions to Arbitration” section are found to be illegal or unenforceable then neither you nor BitReel will elect to arbitrate any Claim falling within those provisions found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the Commonwealth of Massachusetts, and you and BitReel agree to submit to the personal jurisdiction of that court.