iNDEMAND WEBSITE USER AGREEMENT
Last updated: August 20, 2015
PLEASE CAREFULLY READ THE FOLLOWING USER AGREEMENT ("AGREEMENT") BEFORE ACCESSING OR USING THE IN DEMAND WEBSITE( S ) (INCLUDING, BUT NOT LIMITED TO, WWW.INDEMAND.COM AND TOOMUCHFORTV.COM, EACH, AN "IN DEMAND SITE"). BY ACCESSING, USING OR PARTICIPATING IN THE FEATURES AVAILABLE AT AN IN DEMAND SITE, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR THE AGE OF MAJORITY IN YOUR RESPECTIVE JURISDICTION), HAVE THE RIGHT, AUTHORITY AND CAPACITY TO CONSENT TO THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE TO THIS AGREEMENT YOU ARE NOT AUTHORIZED TO ACCESS, USE OR PARTICIPATE IN ANY FEATURES AVAILABLE AT ANY IN DEMAND SITE.
The iN DEMAND Sites are made available by iN DEMAND L.L.C. ("iND"). Access to the iN DEMAND Sites is available to iND consumers and other users who accept to be bound by the terms of this Agreement ("Users"). Complete access to an iN DEMAND Site is available to Users who choose to register and set up a membership account ("Account"). If you choose not to register on an iN DEMAND Site, you may not have access to all web pages, areas or features of the iN DEMAND Site.
This Agreement and any rules and conditions specified on screen on any iN DEMAND Site set forth the terms and conditions that apply to the use of the iN DEMAND Site( S ) by User. The right to use an iN DEMAND Site is personal to User and is not transferable to any other person or entity. User is responsible for all use of User's Account under any screen name or password by any person or entity and for ensuring that User's Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality and security of User's password. Please read this document carefully. iND shall have the right at any time to change or discontinue an iN DEMAND Site, and any aspect or feature hereof, including, but not limited to, content, hours of availability, equipment needed for access or use and any other capability(ies) of an iN DEMAND Site.
iND may change or modify the terms and conditions applicable to User's use of an iN DEMAND Site or any part thereof or to impose new conditions at any time. Such changes, modifications, additions or deletions shall be effective immediately upon posting herein, and any other notice of such which may be given by any means including, but not limited to, electronic mail or by posting at an iN DEMAND Site. Any use of the iN DEMAND Site by User after such change, modification, addition or deletion shall be deemed to constitute acceptance by User thereof. If a User registers for or uses additional features available as a part of an iN DEMAND Site, such as certain Community Features (as defined below), additional terms and conditions, rules, policies and disclaimers may apply.
User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of an iN DEMAND Site and all charges, including telecommunications charges, related thereto.
iND does not currently charge for the iN DEMAND Sites. However, iND reserves the right, in its sole discretion, to charge for any iN DEMAND Site in the future and your use of such iN DEMAND Site after such time will be subject to you paying the applicable iN DEMAND Site charges to iND.
The iN DEMAND Sites are made available by iND from its offices within the United States. iND makes no representation that the iN DEMAND Sites, including any content available through the iN DEMAND Sites, are appropriate or available for use at other locations outside of the United States and access to the iN DEMAND Sites from territories where its contents are or may be deemed illegal is strictly prohibited. If a User accesses an iN DEMAND Site from a location outside of the United States, such User is solely responsible for compliance with all local laws.
2. License Grant.
iND grants to Users a limited, non-exclusive, non-transferable license to access and use the iN DEMAND Sites (including any Materials, as defined below) strictly in accordance with this Agreement. iND may terminate this license at any time for any reason. Users may access and use the iN DEMAND Sites on up to four personal computers for their own personal, non-commercial use. No part of the iN DEMAND Sites may be reproduced in any form or incorporated into any information retrieval system, electronic, mechanical or otherwise. Users may not use any device, software or routine to interfere or attempt to interfere with the proper working of the iN DEMAND Sites and Users may not take any action that imposes an unreasonable or disproportionately large load on the iND network or system.
3. User Conduct.
User shall use the iN DEMAND Sites for lawful purposes only. User agrees to comply with all applicable local, state, national and international laws and regulations that relate to User’s use of the iN DEMAND Sites. User shall not post or transmit through any iN DEMAND Site, including through any Community Feature, any material that violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without iND's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that, in iND's sole discretion, restricts or inhibits any other User from using or enjoying an iN DEMAND Site will not be permitted.
AAll access to watch movies on any iN DEMAND Site shall be by login and password, and each User shall have his or her own uniquely identifiable login and password. User agrees to keep its login and password confidential and not disclose the same, and further agrees to notify iND promptly if it has any reason to believe that any third party has unauthorized access to such information.
User shall not use any iN DEMAND Site to advertise or perform any commercial solicitation online, including (but not limited to) the solicitation of Users to become users of other on-line information services. The iN DEMAND Sites contain copyrighted material, trademarks and other proprietary information, including (but not limited to) text, software, photos, video, graphics, music and sound, and the entire contents of the iN DEMAND Sites are copyrighted as a collective work under the United States copyright laws (collectively, the "Materials"). iND owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to iND. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the Materials or other content on the iN DEMAND Sites, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or downloading of the Materials or other content is permitted without the express permission of iND and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
4. Community Features.
The iN DEMAND Sites may offer opportunities for Users to submit and post their own materials in connection with various iN DEMAND Site interactive features and functionality, including, without limitation, participating in online chat, posting to blogs, communicating with other iND users and posting comments to iND discussion forums (each, a "Community Feature"). The selection of available Community Features may change from time to time in iND’s sole discretion.
USER SHALL NOT UPLOAD ANY INFRINGING MATERIALS THROUGH A COMMUNITY FEATURE. User shall not post, submit or otherwise make available on any iN DEMAND Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.
User should assume that all content within a Community Feature is copyrighted unless otherwise noted and that it must not be used except as provided in this Agreement or with our express written consent or the consent of any third party we deem necessary. We neither warrant nor represent that User’s use of the material available through any Community Feature will not infringe the rights of third parties. Any material, service or technology described or used in any Community Feature may be subject to other intellectual property rights owned by us or by third parties who have licensed such material, service or technology to us. Any such right that is not expressly licensed herein is reserved by us.
Images of people or places displayed in any Community Feature are either our property or used by us with permission from third parties. User may not use these images unless expressly permitted in this Agreement or elsewhere in any Community Feature. Any unauthorized use of these images may violate copyright laws, trademark laws, the laws of privacy and publicity, and other applicable regulations and statutes.
By submitting material to an iN DEMAND Site, including, without limitation, through a Community Feature, User automatically grants, or if User is not the owner, warrants that the owner of such material has expressly granted, iND, its affiliates and its designees the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed, for the full term of any copyright that may exist in such material and for any purpose, including advertising and promotional uses. No credit, approval or compensation is due to User or any other party for any such use of materials User may submit; provided, however, that iND reserves the right, but not the obligation, to use the User’s username (and real name, image, likeness or other identifying information, if provided in connection with such materials), city and state in connection with broadcast, print, online or other use or publication of such materials. User also permits any other User to access, view, store, modify or reproduce the material for that User's personal use. By submitting material through a Community Feature, User also irrevocably transfers and assigns to us, and forever waives and agrees never to assert, any copyrights, "moral" rights, or other rights that User may have in such material. We and our affiliates are free to use, without obligation of any kind, any ideas, concepts, techniques, or know-how contained in any materials User submits through any Community Feature for any purpose whatsoever. User acknowledges that the iN DEMAND Sites are "public," and in addition to the licenses granted to iND, other users will have access to submitted materials and might copy, modify or distribute them.
Any communication or material User submits to any Community Feature, electronically or otherwise, including, but not limited to, comments, questions, suggestions, or submissions, is and will be treated as non-confidential and non-proprietary.
The foregoing provisions of this Section 4 are for the benefit of iND, its members, subsidiaries, affiliates, licensors, licensees and third party content providers and each shall have the right to assert and enforce such provisions directly or on its own behalf.
USER ACKNOWLEDGES AND AGREES THAT ANY OPINIONS OR STATEMENTS OR OTHER MATERIAL EXPRESSED, TRANSMITTED OR POSTED IN ANY COMMUNITY FEATURE ARE THOSE OF SUCH PARTIES AND IND DOES NOT ENDORSE ANY SUCH OPINION, STATEMENT OR OTHER MATERIAL. USER MUST BE AWARE THAT ANY INFORMATION PROVIDED BY A USER OF A COMMUNITY FEATURE MAY BE INCORRECT OR MISLEADING AND IT IS USER’S RESPONSIBILITY TO TAKE PRECAUTIONS AND USE COMMON SENSE WHEN USING ANY SUCH INFORMATION. ANY DECISION OR ACTION TAKEN BY USER ON THE BASIS OF INFORMATION OR CONTENT PROVIDED IN ANY COMMUNITY FEATURE IS AT USER’S SOLE DISCRETION AND RISK. IND IS NOT RESPONSIBLE OR LIABLE FOR ANY SUCH DECISION, OR FOR THE ACCURACY, COMPLETENESS, USEFULNESS OR AVAILABILITY OF ANY CONTENT DISPLAYED, TRANSMITTED OR OTHERWISE MADE AVAILABLE IN ANY COMMUNITY FEATURE, OR FOR THE TIMELINESS, DELETION OR MISDELIVERY OF, OR FAILURE TO STORE OR POST, ANY COMMUNICATIONS OR PERSONALIZATION SETTINGS.
5. Disclaimer of Warranty; Limitation of Liability.
USER EXPRESSLY AGREES THAT USE OF THE IN DEMAND SITES IS AT USER’S SOLE RISK. THE IN DEMAND SITES, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, CONTENT, USER SUBMITTED MATERIALS AND COMMUNITY FEATURES), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE "AS IS" WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IND MAKES NO WARRANTY: (A) THAT IN DEMAND SITES WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT DEFECTS OR ERRORS IN THE IN DEMAND SITES WILL BE CORRECTED; (C) THAT THE IN DEMAND SITES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS YOU RECEIVE IN CONNECTION WITH THE IN DEMAND SITES, INCLUDING, WITHOUT LIMITATION, MATERIALS AVAILABLE THROUGH A COMMUNITY FEATURE; (E) THAT YOUR USE OF THE IN DEMAND SITES WILL MEET YOUR REQUIREMENTS; OR (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE.
USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT USERS ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE IN DEMAND SITES AND THE RESULTS AND PERFORMANCE THEREOF (INCLUDING, WITHOUT LIMITATION, MATERIALS AVAILABLE THROUGH A COMMUNITY FEATURE, THIRD PARTY APPLICATIONS AND WEBSITES, AND ANY GOODS, SERVICES OR CONTENT YOU MAY RECEIVE IN CONNECTION WITH LINKS FROM THE IN DEMAND SITE( S ).
IN NO EVENT AND UNDER NO CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL IND AND ITS AFFILIATED ENTITIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AUTHORIZED AGENTS (COLLECTIVELY, THE "IND PARTIES") BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING, WITHOUT LIMITATION, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES), HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY ARISING FROM OR IN CONNECTION WITH THE FOLLOWING CIRCUMSTANCES, EVEN IF AN IND PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS OR LOSSES: (A) ANY CLAIM RELATED TO THE IN DEMAND SITES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT; (B) USER’S USE OR INABILITY TO USE THE IN DEMAND SITES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT; (C) ANY MATERIALS AVAILABLE THROUGH THE IN DEMAND SITES, WHETHER PROVIDED BY USER OR ANY THIRD PARTY, OR USER’S USE OF OR RELIANCE UPON ANY SUCH MATERIALS; (D) ANY THIRD PARTY INFORMATION, SITE OR SERVICE USED IN CONNECTION OR AVAILABLE THROUGH THE IN DEMAND SITES; (E) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA OR OTHER INFORMATION THAT IS SENT OR RECEIVED IN CONNECTION WITH THE IN DEMAND SITES; (F) ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR SERVICE INTERRUPTIONS; OR (G) ANY MODIFICATION, DELETION OR ADDITION TO USER SUBMITTED MATERIALS BY IND OR ANOTHER USER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IND’S CUMULATIVE LIABILITY TO USER OR ANY THIRD PARTY ARISING FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY USER FOR THE IN DEMAND SITES. IF NO AMOUNTS WERE PAID, USER’S SOLE REMEDY UNDER THIS AGREEMENT SHALL BE TO DISCONTINUE ANY USE OF THE IN DEMAND SITES.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO ALL USERS. IN SUCH JURISDICTIONS, IND’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
iND shall have the right, but not the obligation, to monitor or prescreen the content and User traffic of the iN DEMAND Sites, including Community Features, to determine compliance with this Agreement and any operating rules established by iND and to satisfy any law, regulation or authorized government request. iND shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on any iN DEMAND Site. Without limiting the foregoing, iND shall have the right to remove any material that iND, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable. Notwithstanding the foregoing, iND will not be responsible for removing or declining to remove any such material.
User agrees to defend, indemnify and hold harmless iND, and its members and the respective shareholders, directors, officers, employees and agents of the foregoing from and against any and all claims and expenses, including attorneys’ fees, arising out of the use of an iN DEMAND Site by User or User's Account.
Either iND or User may terminate this Agreement at any time. Without limitation of the foregoing, iND may immediately terminate User's Account and use of the iN DEMAND Sites in the event of any conduct by User which iND, in its sole and absolute discretion, considers to be unacceptable or in breach of this Agreement or any applicable law or regulation or which does or may tend to expose iND or any other content provider or licensor to any liability. The provisions of this user agreement shall survive any termination of this Agreement for any reason.
iND may terminate any user's access to or terminate in general any content, features, and/or services on any iN DEMAND Site, in whole or in part, at any time. Notwithstanding any termination, Users’ obligations with respect to Sections 5, 7 and 11 shall survive.
User shall have no rights to use any names, marks, logos, copyright titles, trademarks, service marks or other property of iND and/or its members, affiliates, parents or subsidiaries except as expressly provided herein. Any other trademarks or service marks and associated logos found herein are the trademarks or service marks of their respective owners in which user likewise has no rights. All rights not granted herein are hereby expressly reserved.
10. Third Party Sites.
iND is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, iND has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other user of the iN DEMAND Sites, are those of the respective author or distributor and not of iND. Neither iND nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)
In many instances, the content available through the iN DEMAND Sites represents the opinions and judgments of the respective information provider, User, or other user not under contract with iND. iND neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on any iN DEMAND Site by anyone other than authorized iND employee spokespersons while acting in their official capacities. Under no circumstances will iND be liable for any loss or damage caused by a User's reliance on information obtained through any iN DEMAND Site. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the iN DEMAND Sites. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.
iND may, from time to time, provide links and pointers to Internet sites maintained by third parties. iND does not operate or control in any respect any information, content, products or services on these sites. iND neither endorses, nor is iND responsible for the accuracy or reliability of, any site to which an iN DEMAND Site is linked or any opinion, advice, statement or information made or provided in any third party site.
11. Additional Provisions.
12. Digital Millennium Copyright Act (DMCA) - Infringement Notification
If you believe that any of the materials on our web site infringe your copyright, you should notify us of your copyright infringement claim in accordance with the procedures described below. We will process claims of alleged infringement and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. Any claimed copyright infringement notifications should be sent to this our designated agent:
Michael Berman, Executive Vice President, Programming and General Counsel
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement, made under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
13. Sweepstakes and Promotions
Any sweepstakes, contests and/or games accessible on an iN DEMAND Site are governed by specific rules and/or terms and conditions (which are hereby incorporated into this Agreement by this reference). By entering such sweepstakes or contests or participating in such games, User will become subject to those rules and/or terms and conditions. iND urges all Users to read the applicable rules and/or or terms and conditions, which are linked from the particular activity. Users are not permitted to post or provide links to any sweepstakes, contests or other promotions at the iN DEMAND Sites.
14. "Send-To-A-Friend" Opportunities
iND may offer from time to time opportunities that permit you to submit information about other persons (each, a "Referred Person"), including, without limitation, email addresses, wireless telephone numbers, names, street addresses and other contact information, so they may receive information and/or promotional offers concerning an iN DEMAND Site, its features or general information about iND. iND will use and store any such information that iND collects from you about a Referred Person only to the extent necessary to carry out your request, and iND will not use any such information for any other purpose unless the Referred Person consents to the use for such other purpose. You may only refer persons with whom you have a personal relationship. You may not withdraw the contact information you provide for a Referred Person once it has been submitted. A Referred Person must have a valid, active email address, be at least 18 years old and able to register for the features offered on the iN DEMAND Site and otherwise use the iN DEMAND Site. iND will not be responsible for validating the contact information you provide. iND may elect NOT to communicate with any Referred Person and/or email address if he or she appears to be on any of our "do not contact" or "do not email" lists. In addition, iND reserves the right to reject the participation of any Referred Person if: (a) the contact information provided by you is incorrect or not valid; (b) such individual has violated any provision of this User Agreement; or (c) iND determines in its sole discretion that the participation of such individual might be harmful to us, an iN DEMAND Site, any service or feature, or any third party for any reason. iND specifically disclaims any liability for exercising such right.
iND may, at its discretion, send you a confirmation using any means available through the iN DEMAND Site, including email, to inform you that the Referred Person has registered for the iN DEMAND Site or a particular feature. iND may from time to time offer incentives or rewards in connection with a forwarding feature, and any such incentive or reward programs shall be subject to additional terms and conditions which shall be posted at the time such forwarding feature become available and shall be deemed incorporated into, and subject to, this User Agreement. iND reserves the right, in our sole discretion, to suspend, temporarily or permanently, or cease to provide any and all forwarding features without notice, reason or liability.
If you are using an iN DEMAND Site to communicate to a Referred Person (or any third party), you agree not to use the iN DEMAND Site to harm the Referred Person or any other third party, and/or use the iN DEMAND Site in violation of any applicable laws, rules or regulations or this User Agreement.
15. Contact Us.
If you have any questions, comments, criticisms or complaints about the iN DEMAND Sites, please feel free to email us at email@example.com.