DATE: September 28, 2015
Services are provided to you free-of-charge.
ELIGIBILITY AND REGISTRATION.
PROPRIETARY RIGHTS AND LICENSES.
(a) Definitions. Certain content and materials are made available through the Services, including Content, Licensed Content and User Submissions. “Content” means, collectively, the text, data, graphics, images, trademarks and logos and other content (including Licensed Content) made available through the Services, excluding User Submissions. “Licensed Content” means any content (including any audio or video content) provided to us by our third party content partners and made available through the Services. “User Submissions” means, collectively, the text, data, communications, bulletin board messages, chat, graphics, images, photos, audio or video files and other content and information which Members post, upload and otherwise submit to the Services, including, without limitation, in their profile page, excluding Translated Content and “Unsolicited Submissions” (described below).
(b) User Submissions. You retain all rights in your User Submissions. However, by uploading, posting, submitting or otherwise transmitting any User Submissions on or to the Services, you hereby grant to us a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit your User Submissions in connection with the Services and our (and our successors) business including, without limitation, for promotion and redistributing part or all of the Services (and derivative works thereof), in any media formats and through any media channels. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to us. You acknowledge and agree that we may, at our option, reclassify or re-categorize any User Submissions and establish limits concerning User Submissions, including, without limitation, the maximum number of days that User Submissions will remain available via the Services, the maximum size of any files that may be stored on or uploaded to the Services and the maximum disk space that may be allotted to you for the storage of User Submissions on our servers. We will have no responsibility or liability for maintaining copies of User Submissions on our servers, and you are solely responsible for creating back-ups of your User Submissions. It is our policy not to accept unsolicited submissions including, but not limited to, scripts, story lines, articles, characters, drawings, information, suggestions, ideas, or concepts (“Unsolicited Submissions”). This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, we do not accept Unsolicited Submissions. However, if you do submit Unsolicited Submissions despite this request, you agree that all such submissions are “User Submissions” and that you grant us the license set forth in this section.
(i) We and our licensors own all right, title and interest, including all intellectual property rights in the Services, Content and any other content made available through the Services contained therein, other than your User Submissions. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services, Content, any other content made available through the Services or related products and services, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Services, Content or any other content made available through the Services (other than your User Submissions).
(d) Reminder Regarding Content. For the avoidance of doubt with respect to any Content that you access via the Service, such Content is only made available for personal and non-commercial purposes. The delivery of any Content to you neither transfers any commercial or promotional use rights in the Content to you nor does it constitute a grant or waiver of any rights of the copyright owners in any audio or video content, sound recording, underlying musical composition, or artwork embodied in the Content.
(f) Disclaimer. We do not guarantee that any content (including without limitation Content, User Submissions or Translated Content) will be made available through the Services, continuously or at all. WHILE WE ARE UNDER NO OBLIGATION TO DO SO, WE RESERVE THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM THE SERVICES WITHOUT NOTICE, AND FOR ANY REASON WE DEEM SUFFICIENT. We do not have any obligation to monitor the User Submissions or Translated Content that is uploaded, posted, submitted or otherwise transmitted using the Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the User Submissions or Translated Content or anything said, depicted or written by Members, including, without limitation, any information obtained by using the Services. We do not endorse any User Submissions or Translated Content or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
COPYRIGHTED MATERIALS: NO INFRINGING USE.
You will not use the Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. We have adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders.
INTERACTIONS BETWEEN USERS.
OBLIGATIONS FOR USERS.
SWEEPSTAKES AND CONTESTS.
RATINGS AND COMMENTS & FEEDBACK.
Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing us at [email protected] You acknowledge and agree that all Comments and all Feedback will be our sole and exclusive property and you hereby assign and agree to assign all rights, title and interest you have in such Comments and Feedback to us together with all intellectual property rights therein.
THE SERVICES, CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES, CONTENT OR ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY.
We will not be liable to you by reason of any failure or delay in the performance of our obligations hereunder on account of events beyond our reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, failure of the internet or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to our infrastructure or connectivity to the internet or failure at a co-location facility (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, we will be excused from any further performance of our obligations effected by the Force Majeure Event for so long as the event continues, and for such further period of time that we may reasonably require to recover from the effects of such Force Majeure Event.
NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT AND OTHER INTELLECTUAL PROPERTY INFRINGEMENT.
In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), we have a designated agent for receiving notices of copyright infringement and we follow the notice-and-take-down procedures of the DMCA. If you believe that any Content, User Submissions, or other material provided through the Service, including through a link, infringes your copyright, you should notify us of your infringement claim in accordance with the procedure set forth below.
We will process each notice of alleged infringement that we receive and take appropriate action in accordance with applicable intellectual property laws. A notification of claimed copyright infringement should be mailed, emailed or faxed to (subject line: “DMCA Takedown Request”):
Email: [email protected]
Mailing Address: Viki, Inc. 160 Spear Street Suite 400, San Francisco, CA 94105
To be effective, the notification must be in writing and contain the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Service that is reasonably sufficient to enable us to identify and locate the material (e.g., the URL of the allegedly infringing material); (iv) how we can contact you, such as your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner or the owner of an exclusive right in the material.
If you believe that any Content, User Submissions, or other materials provided through the Service violates your rights other than copyrights, please send a notification to the contact information above (subject line: “Non-Copyright IP Infringement”) and provide at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you.
It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter. We have a policy of terminating repeat infringers in appropriate circumstances.
RELATIONSHIP OF THE PARTIES.
NOTICE; CONSENT TO ELECTRONIC NOTICE.
LINKING POLICY AND ADVERTISING.
(a) To Other Websites. The Services may provide links to websites other than the Sites. Such links are provided for reference only, and we neither control such websites nor endorse any of the material on any such websites or any association with their operators. We are not responsible for the activities or such sites, and have no liability to you for any harms, injuries or losses you might suffer as a result of using or accessing such websites.
(b) To the Sites. We grant you the revocable permission to link to the our Sites; provided, however, that any link to our Sites: (i) must not present false information about, disparage damage, dilute or tarnish the goodwill associated with our Services, any Content or any other intellectual property; (ii) must not create the false appearance that your website or organization is sponsored, endorsed by, affiliated or associated with us; (iii) must not frame or create a browser or border environment around any of the Content or otherwise mirror any part of the Services; (iv) must not use any of our trademarks without the prior written permission from us; (v) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in our sole opinion); and (vi) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. You agree that you will not link to the Sites from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise inappropriate (in our sole discretion). If you do link to our Sites, the link must be in plain text, unless otherwise pre-approved in writing by us. We reserve the right, in our sole discretion, to terminate a link with any website that we deem inappropriate or inconsistent with the Services or these Terms. By linking to our Sites, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, we reserve the right to prohibit linking to our Sites for any reason in our sole and absolute discretion.
(c) Advertisements. We take no responsibility for advertisements or any third party material posted via the Services, nor do we take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers found while using the Services are between you and the advertiser, and you agree that we are not liable for any loss or claim that you may have against an advertiser.
(c) Third Party Beneficiaries. Content providers providing Content which you obtain or view through the Service are intended third-party beneficiaries under this Agreement.
(d) Explicit Content. You understand that by using the Services, you may encounter content that may be deemed offensive, indecent or objectionable, which content may or may not be identified as having explicit language or other features. Nevertheless, you agree to use the Service at your sole risk, and we shall have no liability to you for content that may be found to be offensive, indecent or objectionable.
(e) ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Since we always prefer to find ways to satisfy you as quickly and efficiently as possible, before initiating any arbitration proceeding, you agree to first discuss the matter informally with us for at least 30 days. To do that, please send your full name and contact information, your concern and your proposed solution by mail to us at: Viki, Inc. 160 Spear Street Suite 400, San Francisco, CA 94105 Attn: Dispute Resolution.