Terms of service

Updated April 26, 2023

The following Terms of Use (“TOU”) is a legal agreement between you and Cohen and Cohen Productions, LLC (“we,” “us” and “our”), and governs your use of the Content (as defined below) licensed by you and any customer support or services provided by us in connection with such Content. Your use of the Content is subject to these TOU and all applicable laws, rules and regulations. Please read these TOU carefully and contact us with any questions.

1. Definitions.

1.1. “Annual Subscription Period” shall mean that period of time beginning on the date upon which you confirm your membership to our Happy Editing instructional service by submitting valid payment details that are accepted by us, and continuing for a period of 364 days thereafter.

1.2. “Content” means the particular media (e.g. image files, video files, audio files, templates, project files, data files, etc.) that you license through any Websites, along with any related materials, modifications and updates, if any, provided to you by us.

1.3. “End Product” means a work created by you into which the Content is to be incorporated pursuant to the license granted in these TOU. Examples of End Products include websites, games, presentations, online videos, corporate videos, films, television shows and advertisements.

1.4.  “License Fee” means the fee set forth on the order page.

1.5.  “Subscription Fee” shall mean the applicable amount set forth on a subscription page

1.6. “Use Case” means the class of use for which the Content is being licensed (i.e. Corporate, Small Business, or Individual/Not-For-Profit), commensurate with the License Fee. If no Use Case is specifically defined on the order page and/or a single License Fee option, then “Use Case” shall mean the “Not-for-Profit” or the most narrow use of the Content that is otherwise consistent with these TOU.

1.7. “Website” means happyediting.co, ezco.tv, ezracohen.tv or any of our other websites.

2. License. Subject to payment of the License Fee and your compliance with these TOU, we grant you a nonexclusive, perpetual, worldwide, non-transferable license to use, reproduce, modify (except as expressly prohibited herein), distribute and display the Content solely as incorporated into End Products, subject to the limitations set forth herein. Subject to these TOU, including but not limited to the restrictions set forth in Sections 5 and 6 hereto, the license granted hereunder shall apply on an unlimited basis and shall convey the right to distribute, display or otherwise embody the Content in multiple End Products with no further payment to us, provided that all such use is consistent with the Use Case.

3. Ownership.

3.1. Content. As between you and us, we retain all rights, title and interest in and to the Content and any derivatives or modifications thereof, in whole or in part. You do not acquire any right, title or interest in any Content by virtue of the permitted uses allowed under these TOU, and you shall not claim ownership of the Content as incorporated in the End Product through content identification systems(e.g.,through applying “ContentID” or similar systems to the Content). Any unauthorized reproduction or other use of the Content may infringe our or third parties’ copyrights, trademarks, privacy or other rights.

3.2. End Product. You retain all rights, title and interest in and to the End Product other than the Content incorporated therein.

4. Employer or Client Use. You may purchase a license to the Content pursuant to these TOU on behalf of your employer or clients, provided that you represent and warrant that you have the authority to bind your employer or clients to these TOU. With respect to a client, you must transfer your license to your client via an enforceable written agreement that includes terms no less restrictive than these TOU. You are solely responsible and liable for use of the Content by your employer or clients. These TOU grant you the right to use the same Content for the benefit of other clients in other End Products, subject to the restrictions set forth in Section 5.

5. Restrictions. You may not:

(a) Use, transfer or otherwise distribute the Content in any way that allows a third party to use, download, extract or access the Content as a stand-alone file, either alone or bundled with other content, regardless of any modification you make to the Content (for example, you may not modify Content and distribute as part of a VJ loop pack, or stylize or recolor Content and present as your own product);

(b) Take any action in connection with the Content that infringes the intellectual property or other rights of any person or entity;

(c) Incorporate the Content into a trademark, logo or service mark or otherwise claim trademark or service mark rights in the Content, either alone or as incorporated in the End Product;

(d)  Use the Content in a pornographic, obscene, defamatory or unlawful manner;

(e)  Use the Content in an application allowing an end user to customize a digital or physical product to their specific needs, such as an “on demand,” “made to order” or “build it yourself” application (for example, online video or animation rendering services, slideshow apps and e-card generals) unless you purchase a separate license for each final product incorporating the Content that is created using the application;

(f) Use the Content or any portion thereof for merchandising (for example, screensavers, t-shirts or calendars); or

(g) Otherwise use or grant rights to the Content in a way that frustrates the intent hereof.

6. Use Case. All rights herein granted are conditioned on your use consistent with the Use Case selected at the time of licensing the Content. If at any point your Use Case changes or

expands to include uses in a Use Case for which we charge a higher License Fee, you shall immediately pay to us the difference between the License Fee for the original Use Case and the License Fee for the expanded Use Case. Your failure to pay the additional License Fee prior to using the Content beyond what is licensed in the original Use Case shall constitute a breach hereof, and all rights herein granted shall immediately terminate.

7. All Access Subscribers.

7.1. Annual Subscription Fees will be automatically charged to your payment method on file on the last day of your then-current Annual Subscription Period. Subscription Fees are subject to change on a prospective basis, effective immediately upon notice to you (e-mail or text on our Website to suffice). Any failure to pay or remain current on your Subscription Fee will result in an immediate termination of your access to All Access.

7.2. If, for any reason, you are dissatisfied with your experience as a subscriber, please let us know. You will have the right to terminate your All Access membership by sending notice to ezra@ezracohen.tv within 30 days of the date on which you begin your membership. Upon review and approval of your refund request, your access to the EZCO resources shall terminate immediately. No Subscription Fees incurred following any auto-renewal will be refunded.

7.3. In the event that you cancel your All Access membership prior to the conclusion of your then-current Annual Subscription Period (but following the initial 30-day refund window), then you shall not be subject to any auto- renewals, provided that you shall nonetheless continue to enjoy access to the resources for the remainder of your Annual Subscription Period. Thereafter, all access shall terminate.

7.4. Subscriptions are issued on an individual basis and are non- transferrable. If we believe that you have shared your login information or otherwise made available any of the materials with respect to the EZCO platform, we reserve the right to immediately terminate your subscription, and you shall not be entitled to any refunds.

7.5. No license is granted with respect to course materials, and all rights therein are expressly reserved by us. You shall have the right to enjoy access to course materials, but any unauthorized use (including without limitation downloads, distribution, or modification) is strictly prohibited, irrespective of whether such use is for commercial or non-commercial purposes, any may infringe our or third parties’ copyrights, trademarks, privacy, and other rights.

8. Your Warranties and Representations. You warrant and represent that (a) you have the right and authority to enter into these TOU, either individually or on behalf of your employer or client, as applicable, and (b) neither the End Product nor your use of the Content shall violate any law or infringe upon any common law or statutory rights of any third-party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights.

9. Indemnification.

9.1. Your Indemnification Obligations. You shall indemnify, defend and hold us and our subsidiaries, affiliates, officers, agents, employees, partners, or licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your violation of these TOU, the End Product or your use of the Content (except as indemnified by us), including without limitation your violation of any common law or statutory rights of any third- party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights.

9.2. Our Indemnification Obligations. Provided that the Content is used in accordance with these TOU, we will defend any third-party claim, action or legal proceeding made against a person or entity during the term of these TOU arising from an alleged infringement by the Content of the third-party’s copyright or trademark rights. Notwithstanding the foregoing, we will have no liability to you for any claim that arises from (a) any modification of the Content, (b) any combination of the Content with any other content, or (c) the context in which you have used the Content.

10. Disclaimer of Warranties. The Content is provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the Content. We further disclaim any warranty that (a) the Content will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Content will be effective, accurate, or reliable; (c) the quality of the Content will meet your expectations; or (d) any errors or defects in the Content will be corrected. We specifically disclaim all liability for any actions resulting from your use of the Content. You may use and access the Content at your own discretion and risk.

11. Limitation of Liability.

11.1. We are not liable to you or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Content.

11.2. Our total liability in any matter arising out of or related to these TOU is limited to US $100 or the aggregate amount that you paid for use of the Content, whichever is larger. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.

11.3. The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to the Content.

11.4. The limitations and exclusions in this section apply to the maximum extent permitted by law.

12. Reservation. If we reasonably believe that the Content may be subject to a third-party claim or if the Content is otherwise in violation of these TOU, then we may instruct you to cease

all use, reproduction, modification, display, distribution and possession of the Content, and you must promptly comply with such instructions. We may, at any time, (a) discontinue the licensing of the Content; and (b) deny the downloading of the Content. We reserve all rights not expressly granted in these TOU.

13. Termination. We may terminate these TOU or your right to use the Content upon notice to you in the event of your breach of these TOU, in which case you must cease all use, reproduction, modification, display, distribution and possession of the Content, including the End Product incorporating the Content.

14. Governing Law and Dispute Resolution. These TOU, and your relationship with us under these TOU, shall be governed by the laws of the State of Tennessee without regard to its conflict or choice of laws provisions. Any dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates, arising under or in relation to these TOU shall be resolved exclusively through non-appealable arbitration with one arbitrator in accordance with the rules of the American Arbitration Association in Nashville, Tennessee. If traveling to Tennessee is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in such case we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees).

15. Trade Control Laws. The Content is subject to U.S. and international laws, restrictions and regulations that may govern the import, export and use of the Content. You agree to comply with all such laws, restrictions and regulations.

16. Notices. You may send notices to us at the following address: Serling Rooks Hunter McKoy Worob & Averill LLP, Attn: T.D. Ruth, Esq., 201 4th Ave. N., Suite 1701, Nashville, TN 37219. We may notify you by email, postal mail or other legally accepted means.

17. Severability. If any provision in these TOU is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of the TOU shall remain in effect.

18. Assignment. Except as otherwise set forth herein, you may not assign, sublicense, or transfer these TOU or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate these TOU. We may transfer our rights under these TOU to a third party.

19. Entire Agreement. These TOU sets forth the entire understanding and agreement between the parties relating to its subject matter. Any waiver of or promise not to enforce any right under these TOU shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise.

For questions regarding these TOU or to inquire about licensing partnerships, you may contact us at support@happyediting.co