RED COUCH INDUSTRIES INC.
161 1/2 GLADSTONE AVE
TORONTO, ON
M6J 3L3

"Red Couch Industries Inc. (“Red Couch”) owns and operates a web based video post production collaboration and sharing service identified as Screenlight (the "Service"). The following terms and conditions govern all use of the Screenlight.tv website (“Website”) and all content, services and products available at or through the Website and the Service, including, but not limited to, Screenlight.tv. The Service is offered subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Red Couch’s “Privacy Policy”), terms and procedures that may be published from time to time on Screenlight.tv by Red Couch (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website or use the Service. If these terms and conditions are considered an offer by Red Couch, acceptance is expressly limited to these terms.

Red Couch reserves the right to update the terms of this Agreement at its sole discretion from time to time and without notice. Any new features that fix or enhance the Service are subject to the terms of this Agreement. Your use of the Service after any changes to this Agreement shall constitute your agreement to such amended Agreement. If you do not agree with any amended terms, you can cancel your account with us without further obligation (our cancellation terms are outlined below).

Violation of any of the terms below will result in an immediate termination of your right to use the Screenlight Service. You agree to use the Service and access the Website at your own risk.

1. Your Account

• You must be over the age of majority in your jurisdiction of residence to create an account as set out herein and use the Service.
• In order to use the Service you must create an account. In order to create an account you must provide your full name, a valid email address, and in the case of paying accounts, valid credit card and billing information. You agree to update and keep this information accurate and valid at all times that you are using the Service or that you maintain an account with Red Couch.
• You must be human to use the Service. Accounts registered by “bots” or other automated means are not permitted to use the Service.
• You or your company may not have more than one “Free Account” or “Trial Account” at any one given time.
• You are solely responsible for all content and comments posted on the Website by you and activity that occurs under your account (the “Content”) (even when others who have accounts under your account post the Content).
• You are responsible for ensuring the privacy and security of your account and password, including accounts you have created for others under your account. Red Couch will not be held responsible by you for any loss or damage from security breaches that result from your failure to maintain account security.
• You must immediately notify Red Couch of any unauthorized uses of your account or any other breaches of security in respect of the Website or the Service.
• Personal information submitted to your account shall be governed by our Privacy Policy.
• You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction of residence (including but not limited to copyright laws).
• The Service is for your own use only. You may not resell, lease, sublicense, provide or otherwise make available the Service in any other way to anyone else.

2. Payment and Taxes

• You acknowledge and agree that the Service is a subscription service that is billed in advance on a monthly basis and is non-refundable.
• In order to create a paying account, you will provide a valid credit card. The monthly charge is based on the account type you select. Free accounts, which offer limited functionality, do not require a credit card number.
• When you sign up for a paying account, your subscription will be automatically renewed every month until you cancel your account or downgrade to a free plan.
• If you sign up for a free account and later decide to upgrade to a paying account, you will be billed for your first month of use immediately upon upgrading. Your subscription will be automatically renewed every month until you cancel your account or downgrade to a free plan.
• You are responsible for all applicable taxes or other third party fees or charges (“Taxes”) and you will pay Red Couch for the Service without any reduction for such amounts. If Red Couch is obligated to collect or pay such Taxes you agree that you will immediately reimburse Red Couch for such Taxes and that Red Couch may immediately charge your credit card for the amount of such Taxes.

3. Billing Proration for Account Upgrades and Downgrades

You can move between subscription plans at any time. When you do so, the plan changes are applied immediately and your bill will be prorated in the following manner. We will:

• Create a credit for the unused days in the monthly billing cycle on the old plan
• Create a charge for the remaining days in the monthly billing cycle on the new plan
• Calculate the outstanding balance (credits minus charges)

If the charge is greater than the credit, your credit card will be billed the difference. If the credit is greater than the charge, then you will have a credit on your account that will be applied to your next billing renewal date.

If you downgrade to a free account, you will not receive a prorated credit or refund for the unused portion of your billing cycle.

Downgrading your plan may cause the loss of Content, features, or capacity of your account. You acknowledge and agree that Red Couch is not liable for such loss.

Upgrade Example:

• You are on a $50/month plan and decide to upgrade to a $100/month plan on the 10th day of a 30-day month. You have 20 days left in your billing cycle.
• You are given a credit of $33.33 for the 20 unused days on the old plan ($50/30 days *20 days)
• Your billing cycle is reset to today and a charge for the full amount of the new product will be applied. Your credit card will be charged this amount less any credits you have. In this example, your card would be charged $66.67 ($100 - $33.33).

Downgrade Example:

• You are on a $100/month plan and decide to downgrade to a $50/month on the 25th day of a 30-day month. You have 5 days left in your billing cycle.
• You are given a credit of $16.67 for the 5 unused days of the old plan ($100/30 days *5 days)
• Your billing cycle is reset to today and a charge for the full amount of the new product will be applied. Your credit card will be charged this amount less any credits you have. In this example, your card would be charged $33.33 ($50 - $16.67).

4. Cancellation and Refunds

• There are no long-term contracts with Red Couch for the Service and you can cancel your account at any time from the account page in Screenlight.
• You are solely responsible for properly cancelling your account. Email, written, phone, or verbal requests are not valid ways of cancelling your account.
• Account cancellations take place immediately and your credit card will no longer be billed. You will however, be responsible for all charges incurred up until the point of cancellation. Upon cancellation, no refunds or credits will be provided for partial months of service.
• When your account is cancelled, all of your Content, including videos, comments, and client information will be deleted permanently after 30 days. Account cancellation is irreversible and you acknowledge and agree that Red Couch is not liable for any loss of Content.
• The only information that will be retained by Red Couch is that which is required for accounting and record keeping purposes subject to applicable laws and to our Privacy Policy.

5. Modification of the Service and Prices

• Red Couch reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
• Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 15 days notice from us. Such notice may be provided at any time by posting the changes to the Website or the Service itself.
• If prices do change, your continued use of the Service after the date that the new price comes into effect constitutes your agreement with the new fees and charges.
• Red Couch is not liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

6. Termination

• Red Couch reserves the right to terminate free accounts that are inactive.
• Red Couch may terminate your account if you fail, in Red Couch’s sole discretion, to comply with any of the terms contained in this Agreement.
• Your account may be immediately terminated in the event that the billing information provided by you, including without limitation a valid credit card number, is incorrect or otherwise invalid.
• In the event that Red Couch terminates your account, you will lose the ability to login to the Service, and all of your Content, including videos, comments, and client information will be deleted. Account termination is irreversible and Red Couch you agree that Red Couch will not be held responsible any loss of Content.
• Red Couch may refuse service or refuse to continue to offer service, including the Service, to anyone, at any time, for any reason in its sole discretion.

7. Intellectual Property and Content Ownership

• Red Couch claims no intellectual property rights over the Content you post to the Screenlight Service. Your profile, videos, and materials uploaded remain yours. By inviting others to your workspace, you agree to allow others to view your Content.
• Red Couch does not pre-screen Content, but Red Couch has the right (though not the obligation) to, in the sole discretion of Red Couch to refuse or remove any content that, in Red Couch’s reasonable opinion, violates any Red Couch policy or is in any way harmful or objectionable.
• You are solely responsible for any and all content that you upload to or through the Service. You warrant and represent that all musical, dramatic, artistic and literary works and other works of any kind that are subject to intellectual property protection will not violate any law or infringe upon or violate any right of any nature or kind of any person. You will at all times indemnify and save harmless Red Couch from and against any and all reasonable costs, expenses, losses, liabilities and damages (including, without limitation, reasonable court costs and counsel fees) arising out of or connected with the breach by you of any of the representations, warranties, covenants and agreements made by you in accepting this Agreement.
• This Agreement does not transfer from Red Couch to you any Red Couch or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Red Couch. Red Couch, Screenlight, Screenlight.tv, and all other trademarks, service marks, graphics and logos used in connection with Screenlight, or the Service are trademarks or registered trademarks of Red Couch or Red Couch’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website does not grant you a right or license to reproduce or otherwise use any Red Couch or third-party trademarks.
• You acknowledge and agree that as between Red Couch and yourself, the Service, the Website and all material that is capable of copyright protection, trade secrets and other proprietary or intellectual property, are and will at all times remain the property of Red Couch, even if comments, criticisms, evaluation or suggestions made by you in any form are incorporated into a subsequent version of the Service.
• You hereby assign all right, title and interest, including without limitation copyright, in and to all comments, suggestions, improvements, criticisms and evaluations provided by you to Red Couch in respect of the Service and the Website perpetually and throughout the universe.

8. Disclaimer of Warranties

Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis. RED COUCH DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS WITH RESPECT TO THE SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR QUALITY. THE USE OF THE SERVICE IS ENTIRELY AT YOUR/THE USER’S RISK. Red Couch does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the Service will be corrected.

9. Limitation of Liability

RED COUCH SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOU OR ANY THIRD PARTIES (INCLUDING CLIENTS OF THE RECIPIENT) CAUSED BY THE SERVICE OR BY YOUR USE OF THE SERVICE. RED COUCH SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS PROFITS, GOODWILL, OR BUSINESS INTERRUPTION (EVEN IF RED COUCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, resulting from: (i) the use or the inability to use the service OR THE WEBSITE; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service OR THE WEBSITE; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service OR THE WEBSITE; (v) or any other matter relating to the service OR THE WEBSITE.

10. General Conditions

• You understand that Red Couch uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and other technology required to run the Service.
• Use of the Service is subject to reasonable bandwidth usage. If you use significantly more bandwidth than the average usage by other users on the same plan, we reserve the right to limit your bandwidth usage, suspend, or terminate your account without notice to you.
• You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Red Couch, or any other Red Couch service.
• You must not transmit any worms or viruses or any code of a destructive nature.
• Red Couch may, but has no obligation to, remove Content and accounts containing Content that Red Couch determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or this Agreement.
• The failure of Red Couch to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
• This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. If any term of this Agreement shall be held to be illegal or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.
• This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Ontario in the event of a dispute.
• You agree that Red Couch may assign this Agreement in its sole discretion at any time.
• Any questions about these Terms and Conditions should be sent by email to privacy@screenlight.tv.