Terms of Service — Livenize

Terms of service.

1. Your Acceptance

A. By using or visiting the LIVENIZE™ website or any LIVENIZE products, software, photographs, illustrations, instructions, videos, data feeds, and services provided to you on, from, or through the LIVENIZE website (“Site”) (all the foregoing, collectively, the "Service") you signify your agreement to (1) these terms and conditions (the "Terms of Service and Use"), (2) LIVENIZE's Privacy Policy, found at [http://www.livenize.com/___] and incorporated herein by reference, and (3) LIVENIZE's DMCA Policy, found at [http://www.livenize.com/___] and also incorporated herein by reference. If you do not agree to any of these terms, the LIVENIZE Privacy Policy, or the LIVENIZE DMCA Policy, please do not use the Service or any Content (as defined below).

B. Although we may attempt to notify you when major changes are made to these Terms of Service and Use, you should periodically review the most up-to-date version [http://www.livenize.com/___]). LIVENIZE may, in its sole discretion, modify or revise these Terms of Service and Use and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service and Use shall be deemed to confer any third-party rights or benefits.

2. Service and Use

A. These Terms of Service and Use apply to all users of the Service and receipt and use of any Content. “Content” includes, but is not limited to, the text, files, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through or upload from the Service. The Service includes all aspects of LIVENIZE, including but not limited to all products, software and services offered via the LIVENIZE website and any application, such as the LIVENIZE “Slideshow Player”, LIVENIZE “Calendar” and/or “Schedule”, LIVENIZE “Media Player”, LIVENIZE "Uploader" and other applications.

B. The Service may contain links to third party websites that are not owned or controlled by LIVENIZE. LIVENIZE has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, LIVENIZE will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve and indemnify LIVENIZE from any and all liability arising from your use of any third-party website.

C. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

3. Personal Information

A. In order to request more information, request any of the instructional or other services LIVENIZE offers, or access some features of the Service, you will have to provide certain personal information, including, but not limited to: names, e-mail addresses, telephone and/or cellular phone numbers, mailing addresses, and other contact and personal information (Personal Information”). When providing Personal Information, you must provide accurate and complete information. You are solely responsible for the activity of providing any Personal Information to LIVENIZE.

B. LIVENIZE’s use of Personal Information is governed by LIVENIZE's privacy policy, found at [http://www.livenize.com/___]. LIVENIZE will not be liable for your losses caused by any unauthorized use by third parties of Personal Information that you provide, and you may be liable for the losses of LIVENIZE or others due to such unauthorized use.

C. Please read this document in its entirety regarding use restrictions. LIVENIZE reserves the right, at any time, to change or impose fees for access to and use of the Site, Content, Files and/or Services.

4. General Use of the Service—Permissions and Restrictions

LIVENIZE hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:

A. You agree not to distribute in any medium any part of the Service or the Content without LIVENIZE's prior written authorization, unless LIVENIZE makes available the means for such distribution through functionality offered by the Service (such as the Embeddable Player).

B. You agree not to alter or modify any part of the Service.

C. You agree not to access Content through any technology or means other than the video playback pages of the Service itself, the Embeddable Player, or other explicitly authorized means LIVENIZE may designate.

D. You agree not to use the Service for any of the following commercial uses unless you obtain LIVENIZE's prior written approval:

§ the sale of access to the Service;

§ the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or

§ the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service, unless other material not obtained from LIVENIZE appears on the same page and is of sufficient value to be the basis for such sales.

E. In your use of the Service, you will comply with all applicable laws.

F. LIVENIZE reserves the right to discontinue any aspect of the Service at any time.

5. Your Use of Content

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.

A. The Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or licensed to LIVENIZE, subject to copyright and other intellectual property rights under the law.

B. Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Service. You shall not download any Content unless you see a “download” or similar link displayed by LIVENIZE on the Service for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of LIVENIZE or the respective licensors of the Content. LIVENIZE and its licensors reserve all rights not expressly granted in and to the Service and the Content.

C. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

D. You understand that when using the Service, you may be exposed to Content from a variety of sources, and that LIVENIZE is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against LIVENIZE with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless LIVENIZE, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.

6. Your Content and Conduct

A. LIVENIZE does not endorse any Content submitted to the Service by any third party or licensor, or any opinion, recommendation, or advice expressed therein. The Content and Services are being provided as-is, without any representations or warranties of any kind, including any representations or warranties as to the accuracy or usefulness of any Content or Service. LIVENIZE expressly disclaims any and all liability in connection with Content and Service. LIVENIZE does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and LIVENIZE will remove all Content or any Service if properly notified that such Content or Service infringes on another's intellectual property rights and LIVENIZE determines that the Content or Service is actually infringing. LIVENIZE reserves the right to remove any Content or Service without prior notice.

7. Digital Millennium Copyright Act

If you are a copyright owner or an agent thereof and believe that any Content or Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") and pursuant to the LIVENIZE DMCA Policy, which is found here.

8. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, LIVENIZE, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. LIVENIZE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE OR LIVENIZE APPLICATIONS RELATED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. LIVENIZE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LIVENIZE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

9. Limitation of Liability

IN NO EVENT SHALL LIVENIZE, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT LIVENIZE SHALL NOT BE LIABLE FOR CONTENT AND SERVICES AND THAT THE RISK OF HARM OR DAMAGE FROM THE CONTENT AND/OR SERVICES RESTS ENTIRELY WITH YOU.

The Service and Content is controlled and offered by LIVENIZE from its facilities in the United States of America. LIVENIZE makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

10. Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless LIVENIZE, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; or (iii) any claim that the Content and Service caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.

11. Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service and Use. In any case, you affirm that you are over the age of 13, as the Service and Content is not intended for children under 13. If you are under 13 years of age, then please do not use the Service and any Content. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

12. Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by LIVENIZE without restriction.

13. General

You agree that: (i) the Service shall be deemed solely based in Delaware; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over LIVENIZE, either specific or general, in jurisdictions other than Delaware. These Terms of Service shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Any claim or dispute between you and LIVENIZE that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in [____], [___]. These Terms of Service, together with the Privacy Notice at http://www.livenize.com/___ and any other legal notices published by LIVENIZE on the Service, shall constitute the entire agreement between you and LIVENIZE concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and LIVENIZE's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. LIVENIZE reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND LIVENIZE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.