OWNERSHIP OF INTELLECTUAL PROPERTY
The contents of AdPoint Video Websites, including all software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectable elements of AdPoint Video Websites, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, “Material”), are the property of AdPoint Video and its subsidiaries, affiliates, licensors, suppliers, operational service providers, advertisers, promotional partners, or sponsors and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term “AdPoint Video Websites ” includes “Material” as well. AdPoint Video Websites are to be used solely for your noncommercial, non-exclusive, non-assignable, non- transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on AdPoint Video Websites, including notices on any Material you download, transmit, display, print or reproduce from AdPoint Video Websites. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any Material without the express prior written consent of AdPoint Video. Nothing in this paragraph shall preclude the sharing of content for non-commercial purposes via “social media” platforms (e.g. Facebook, Twitter, Snap, Tumblr). Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. We require users to respect our copyrights, trademarks, and other intellectual property rights. We likewise respect the intellectual property of others. On notice, we will act expeditiously to remove content on the Site that infringes the copyright rights of others and will disable the access to AdPoint Video Websites and its services of anyone who uses them repeatedly to infringe the intellectual property rights of others. Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on the Site should be sent ONLY to our Designated Agent.
RULES OF CONDUCT
Your use of AdPoint Video Websites is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your user name or password. You shall not use, allow or enable others to use AdPoint Video Websites, or knowingly condone use by others, in any manner that is, attempts to, or is likely to:
• be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else.
• affect us adversely or reflect negatively on us, AdPoint Video Websites, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of AdPoint Video Websites, or from advertising, linking or becoming a supplier to us in connection with AdPoint Video Websites;
• send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;
• be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other web site or web pages;
• transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information;
• forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;
• violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person, firm or enterprise; gain unauthorized access to AdPoint Video Websites, other users’ accounts, names, user ids, passwords, personally identifiable information or other computers, web sites or pages, connected or linked to AdPoint Video Websites or to use AdPoint Video Websites in any manner which violates or is inconsistent with the terms and conditions of this Agreement;
• modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of AdPoint Video Websites or the rights or use and enjoyment of AdPoint Video Websites by any other person, firm or enterprise; or collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of AdPoint Video Websites, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so;
• reveal any personal identifiable information (excluding user names and e-mail addresses; or
• impersonate any other user, artist, celebrity or any other third party.
AdPoint Video may offer certain e-commerce services including the ability to purchase certain goods and services. Additional terms apply to your use and access of the E-Commerce Service and the terms are Additional Terms and incorporated herein by reference. The E-Commerce Service may utilize third party operational service providers. All purchases made through these third party operational service providers are subject to their respective terms and conditions of use. AdPoint Video is not responsible and has no liability whatsoever for goods or services you obtain through our third party service providers or other web sites or web pages. We encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third parties. AdPoint Video does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any such third party, and you irrevocably waive any claim against us with respect to such sites. We are not responsible for assisting you in correcting any problem you may experience with goods and services purchased through a third party service provider, even if the goods or services were shown on a AdPoint Video web page. We cannot ensure that you will be satisfied with any products or services that you purchase from any third-party operational service provider as those are owned and operated by independent entities. Customer service issues related to goods or services should be directed to the relevant third party operational service provider. AdPoint Video does not guarantee that product descriptions or other content will be accurate, complete, reliable, current, or error-free. Descriptions and images of, and references to, products on AdPoint Video Websites do not imply our or any of our affiliates’ endorsement of such products. AdPoint Video and its third party operational service providers reserve the right, with or without prior notice, to change product descriptions, images, and references; to limit the available quantity of any product; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from conducting any or all transaction(s); and/or to refuse to provide any user with any product. Price and availability of any product are subject to change without notice.
Your comments, suggestions and information are important to us. Portions of AdPoint Video Websites may provide you and other users an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions or material to us, AdPoint Video Websites or other users (“Post” or “Postings”). You understand, acknowledge and agree that such Postings are the sole responsibility of the person from which such Postings originated. This means that you, the user, and not AdPoint Video Websites, are entirely responsible for the consequences of all Postings that you upload, post, email, transmit or otherwise make available via AdPoint Video Websites. You further understand that Postings will be read by others, with or without your knowledge or permission. Any Postings made by you shall be at your own risk and you should not disclose or make available your personal information in any Posting. Postings do not reflect the views of AdPoint Video Websites or AdPoint Video. We do not necessarily monitor, endorse, edit or screen any Postings, although we reserve the right to do so, nor shall we be liable for any Posting that is in violation of this Agreement. In no event shall AdPoint Video Websites have or be construed to have any responsibility or liability for or in connection with any Posting whatsoever; however, if we determine, in our sole discretion and judgment, that any Posting does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to Post; (b) remove and delete Postings; (c) revoke your right to use AdPoint Video Websites; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on AdPoint Video Websites. If a Posting originates from you or your account, you hereby agree that: (a) you are placing the Posting in the public domain without reservation of any rights or further control over the Posting or its use and you specifically authorize AdPoint Video Websites and AdPoint Video to use such Posting in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together or as part of other information, content and/or material of any kind or nature; (b) you represent and warrant that (i) the Posting is original to you or fully cleared for use as contemplated herein, (ii) the Posting does and will not, in any way, violate or breach any of the terms of this Agreement, (iii) the Posting does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other right, or contain any matter the publication or sale of which will violate any federal or state statute or regulation, (iv) the Posting is not obscene or in any other manner unlawful, (v) the Posting shall not be injurious to the health of the user, and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Posting; (c) if your Posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to place such Posting in the public domain and grant AdPoint Video the right to use such Posting as described above; and (d) we have the right to delete, re-format and/or change your Posting in any manner that we may determine (although you will not be responsible for any such changes made). The amount of storage space on AdPoint Video Websites per user is limited. Some Postings may not be processed due to space constraints or outbound message limitations. You understand, acknowledge and agree that we assume no responsibility for deletion of Postings or any failure to store, receive or deliver Postings in a timely manner or any other matter relating to Postings. Posting is for noncommercial purposes only and you may not Post in any manner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.
DISCLAIMER AND LIMITATIONS OF LIABILITY
AdPoint Video WEBSITES, AND ALL MATERIALS, PRODUCTS AND POSTINGS ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SITE WILL BE AVAILABLE FOR USE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of AdPoint Video Websites. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of AdPoint Video Websites, including, without limitation, Postings and Materials associated with your use of AdPoint Video Websites. You understand and agree that, to the fullest extent permissible by law, AdPoint Video Websites, AdPoint Video or their respective successors and assigns, or any of their subsidiaries, affiliates, or their respective officers, directors, employees, agents, licensors, representatives, operational service providers, advertisers, or suppliers, shall not be liable for any loss or damage, of any kind, direct or indirect, in connection with or arising from use of the site or from this agreement, including, but not limited to, compensatory, consequential, incidental, indirect, special or punitive damages. Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have AdPoint Video, upon written notice from you to us, attempt to repair, correct or replace any deficient goods or services under this Agreement and, if repair, correction or replacement is not reasonably commercially practicable for AdPoint Video, to refund any monies actually paid by you for the Products involved and to terminate and discontinue your use of AdPoint Video Websites.
You agree to indemnify, defend and hold AdPoint Video Websites, AdPoint Video or their subsidiaries, affiliates, successors and assigns, or any of their respective officers, directors, employees, agents, licensors, representatives, Advertisers, operational service providers and suppliers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from any breach or violation of this Agreement by you, or public posting of your Postings. AdPoint Video reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with AdPoint Video in the defense of any such claim, action, settlement or compromise negotiations, as requested by AdPoint Video.
The AdPoint Video and other trademarks, service marks, logos and trade names displayed on AdPoint Video Websites (the “AdPoint Video Marks”) are the trademarks of AdPoint Video. You agree not to display or use the AdPoint Video Marks in any manner without AdPoint Video’s prior written consent.
AdPoint Video Websites are offered and made available only to users 13 years of age or older. If you are not yet 13 years old, or your use of AdPoint Video Websites is prohibited or restricted in any way by the laws, regulations or other governmental requirements of the jurisdiction in which you live or reside, please discontinue using AdPoint Video Websites immediately. By using or attempting to use AdPoint Video Websites, you certify that you are at least 13 years of age and meet all other eligibility requirements for your use of AdPoint Video Websites.
AdPoint Video Websites may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. AdPoint Video is not responsible for any delays, failures or other damage resulting from such problems.
AdPoint Video may immediately terminate this Agreement, any such account that you may establish with us and your access to AdPoint Video Websites and any service offered at any time in its discretion. Termination of your account may, in AdPoint Video discretion include removal of your access to all offerings of AdPoint Video Websites, deletion of your password, deletion of all related information and files, may include the deletion of the Content associated with your account (or any part thereof).
This Agreement may not be re-sold or assigned by you. If you assign, or try to assign, this Agreement such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of AdPoint Video’s rights if AdPoint Video fails to enforce any of the terms or conditions of this Agreement against you.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE WEBSITE. BY USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
LAW THAT APPLIES TO THIS AGREEMENT
ADS AND MALWARE
We take great care and pride in creating AdPoint Video Websites. We are always on the lookout for technical glitches that effect how AdPoint Video Websites work. When we find them on our end, we will fix them. Unfortunately, your home computer may cause some glitches that effect how you see AdPoint Video Websites — and that is beyond our control. If you experience any unusual behavior, content or ads on AdPoint Video Websites, it may be the result of Malware on your computer. Malware — short for MALicious softWARE — is a term used to broadly classify a form of software which is installed in a computer system with malicious intentions, usually without the owner’s knowledge or permission. Malware includes computer viruses, key loggers, malicious active content, rogue programs and dialers, among others. While we continuously work closely with our partners to ensure that everything on AdPoint Video Websites is working properly, sometimes Malware programs on your personal computer may interfere with your experience on AdPoint Video Websites and on other sites that you visit. Please note that we cannot be responsible for the effects of any third-party software including Malware on your computer system. Please make sure to carefully read the Help or Customer Support areas of any software download site. If you do discover any Malware on your system, we also suggest you speak with a qualified computer technician. If, after taking the above actions, you are still experiencing any problems, please feel free to contact us.
This Agreement governs your use of AdPoint Video Websites and constitutes the entire agreement between you and AdPoint Video regarding AdPoint Video Websites. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and AdPoint Video regarding the subject matter contained in this Agreement. You represent and warrant that those third party agreements do not interfere with your obligations and duties to AdPoint Video under this Agreement.
January 1, 2017