Effective as of: October 29th, 2015
Introduction and Acceptance of Terms
As used in this Agreement, “you” or “User” means both (a) the individual downloading, accessing, purchasing, using or registering as a user of the Service or the existing user of the Service now agreeing to this Agreement, as the case may be, and (b) if applicable, the company or other business or governmental entities specified by you upon registration or the use of the Service or the use or sharing of any CarbonTV Content (defined below) (“your entity”). You and your entity, if any, are jointly and severally liable for your obligations under this Agreement.
Scope of Applicability
- These Terms apply to all users of any part of the Service.
- The Service may contain links to third party websites that are not owned or controlled by us or our affiliates. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, we will not and cannot censor or edit the content of any third-party site. BY USING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CARBONTV, LLC AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, MANAGERS, DIRECTORS, EMPLOYEES, LICENSORS, ATTORNEYS, OWNERS, OPERATORS, AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, INSURERS, OR AGENTS FROM ANY CLAIMS, SUITS, LIABILITIES, LOSSES OR EXPENSES (INCLUDING ACTUAL ATTORNEYS’ FEES) WHICH ARISE FROM THIRD PARTY CLAIMS RELATING TO USE BY YOU OR ANY OTHER PERSON ACCESSING ANY PART OF THE SERVICE THROUGH YOUR ACCOUNT OR YOUR HARDWARE USED TO ACCESS ANY PART OF THE SERVICE.
- Accordingly, we encourage you to be aware when you leave or logout from the Service and to read the terms and conditions and privacy policies of each other website that you visit.
- We reserve the right, in our sole discretion, to amend and supplement this Agreement including the Privacy Notice and any other document incorporated herein, at any time, by visibly posting the revised Agreement to the Site or the Mobile Software without further notice to you. Your continued use of any part of the Service after such changes are posted will constitute your acceptance of such amended Agreement, other document, or additional terms and conditions. This Agreement may not be amended by you other than in a writing signed by both parties, and for purposes of this sentence, “writing” does not include email, and “signature” does not include an electronic signature.
Accounts and Service Usage
- Account. In order to access some features of the Service, you must create an account. You may never use another user’s account without permission from us. When creating your account, you must provide accurate and complete information and you hereby agree to indemnify us from any harms or losses arising out of inaccurate or incomplete information you provide. You are solely responsible for the activity that occurs on your account, and you must keep your account password and any other credentials provided to you by us secure. You agree that you will not allow others to access your account, nor will you use your account on an outsourcing basis or on behalf of third parties. You must notify us immediately, in writing, of any breach of security or unauthorized use of your account.
- Mobile Software and Site Use License and Restrictions
- Grant of License. We hereby grant you a limited, revocable, non-exclusive, non-transferable license to:
- download, install, register with, access and use the Mobile Software for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Mobile Software’s documentation; and
- access, view, and use on such Mobile Device, and make personal, non-commercial use of, the Mobile Software and the Site.
- Restrictions. The foregoing license does not include any right:
- of resale or commercial use of the Mobile Software or its contents;
- to copy the Mobile Software, except as expressly permitted by this Agreement;
- to collect or use of any product listings, descriptions, or prices;
- to modify, translate, adapt or otherwise create derivative works or improvements (whether or not patentable) of the Mobile Software, or any other part of the Service, or its contents;
- to download or copy account information for the benefit of another merchant; or
- to use any type of data mining, robots, or similar data gathering and extraction tools.
- Grant of License. We hereby grant you a limited, revocable, non-exclusive, non-transferable license to:
- User Access and Use of CarbonTV, and Sharing of CarbonTV Content. CarbonTV and all of the content featured or displayed on CarbonTV (“CarbonTV Content”) is intended for registered users and customers of the Service and those who share virally CarbonTV Content. You are permitted to access and use the Service and the CarbonTV Content contained therein only as set forth in this Agreement.
You shall access the Service and the CarbonTV Content only through the technology or means provided by us or our agents. You agree not to download, copy, distribute, or display in any medium any part of the Service or CarbonTV Content, unless you have agreed to these Terms, the Privacy Notice and, if applicable, any content license agreement. You also agree not to alter, modify, or delete any part of the Service or the CarbonTV Content, and agree not to circumvent, disable, or otherwise interfere with any security features of any part of the Service, including without limitation those security features which prevent or restrict the use and/or copying of the CarbonTV Content.
- No “bots.” You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “scrapers,” “crawlers,” “offline readers,” or any other device, software, hardware, or program that accesses the Service in a manner that sends more request messages to the Service’s servers in a given period of time than a human can reasonably produce in the same time period by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use any communication systems that may be provided by the Service for any commercial solicitation purposes, other than as expressly permitted elsewhere in this Agreement.
- Liability for Loss. We will not be liable for any losses you sustain as a result of unauthorized use of your account or other credentials. You will be further liable for all losses sustained by us or others due to such unauthorized use, including all costs, attorneys’ fees, and other damages that directly or indirectly relate to use by you or any other person accessing the Service through your account or other credentials. In the event that we or our affiliates should bring any action or claim arising out of this Agreement against you in which we prevail, you must pay to us any and all costs incurred by us in enforcing the terms and conditions of this Agreement, including actual attorneys’ fees, court costs, and all other costs and fees associated with such action.
- Discontinuation of Services. We reserve the right to discontinue all or any part of the Service we offer at any time without notice.
- Termination and Suspension of User Account. We agree to provide you access to the Service only as authorized in this Agreement. We reserve the right to reject your user registration by disabling your registered account. Even after acceptance, we may terminate or suspend your account and ability to use the Service in our sole discretion, with or without cause and without prior notice to you. If we believe your actions may cause us or other users legal liability, harm, or loss, we reserve the right to notify other users of your actions.
Ownership of CarbonTV and CarbonTV Content; User Generated Content
Unless otherwise indicated in the Agreement documents, all of the CarbonTV Content is owned by us, our affiliates, licensors, or our third-party partners.
The Service may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Generated Content") on or through the Service. Any User Generated Content you post to CarbonTV will be considered non-confidential and non-proprietary. By providing any User Generated Content on the Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose on a perpetual basis.
You represent and warrant that:
- You own or control all rights in and to the User Generated Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and
- All of your User Generated Content does and will comply with these Terms, including the Content Standards below.
You understand and acknowledge that you are responsible for any User Generated Content you submit or contribute, and you, not we, have fully responsibility for such User Generated Content, including its legality, reliability, accuracy, and appropriateness.
These Content Standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
- Be likely to deceive any person;
- Promote any illegal activity, or advocate, promote or assist any unlawful act;
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
We have the right to: (1) remove or refuse to post any User Contributions for any or no reason in our sole discretion; (2) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Content Standards above, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for CarbonTV; (3) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (4) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service; or (5) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms or the Content Standards above.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS CARBON TV AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot and do not undertake to review all material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Digital Millennium Copyright Act
- We are protected under Title II of the Digital Millennium Copyright Act (“DMCA”). As such, CarbonTV will respond to any allegations of copyright violations in accordance with the DMCA. Below you will find our policies and takedown notices as required by the DMCA. The following applies to any and all copyrights/trademarks and owners of intellectual property interested in utilizing this procedure, as well as service users interested in restoring access to material mistakenly taken down or not used due to a perceived DMCA violation or infringement of a third party’s intellectual property rights.
We will follow the procedures provided in the DMCA to properly enforce rights of copyright holders. When a proper DMCA notification is received by the designated DMCA Agent, or an administrator becomes otherwise aware that copyright rights are infringed, we will remove or disable access to infringing materials as soon as reasonably possible. We will not necessarily send a confirmation regarding the removal/disabling.
- If you are a copyright owner or an agent thereof and believe that any other submission made by another user to the Service or services or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512I(3) for further detail):
- 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 you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have 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; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Agent. CarbonTV’s designated Copyright Agent to receive notifications of claimed infringement may be contacted through Carbon Media Group, LLC, 30800 Telegraph Road, Suite 4805, Bingham Farms, Michigan 48025 USA. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, reports of abuse, requests for technical support, and other communications should be directed to our customer service through 30800 Telegraph Road, Suite 4805, Bingham Farms, Michigan 48025 USA. You acknowledge and agree that if you fail to comply with all the requirements of this Section your DMCA notice may not be valid.
- Counter-Notice. If you believe that any submissions submitted by you to us was or were removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content, you may send a counter-notice containing the following information to the Copyright Agent:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of Oakland County, Michigan, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
We will act on all abuse reports and confront offending users. Users found to be in violation of this Agreement or liable for any patent, copyright or trademark infringement will either receive a warning or will be prohibited from further using the Service, with sole discretion as to handling of the incident(s) remaining with us.
YOU AGREE THAT YOUR USE OF ANY PART OF THE SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND CARBONTV, LLC, AND OUR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN RELATION TO THE SERVICE AND YOUR USE THEREOF. WE AND CARBONTV, LLC MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO ANY PART OF THE SERVICE AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT, (2) PERSONAL INJURY OR PROPERTY DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM ANY PART OF THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND (6) 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 OR ADVERTISING ASSETS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA ANY PART OF THE SERVICE. WE AND CARBONTV, LLC DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME ANY LIABILITY.
Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL WE OR CARBONTV, LLC, OR OUR ORTHEIR RESPECTIVE MEMBERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, ATTORNEYS, OWNERS, OPERATORS, AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, INSURERS, OR AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER IN AN AMOUNT GREATER THAN THE LESSER OF AMOUNTS PAID BY YOU TO US UNDER THIS AGREEMENT OR THE SUM OF $100 THAT RESULT FROM: (1) ANY ERRORS, MISTAKES, OR INACCURACIES OF ANY CARBONTV CONTENT, (2) ANY PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF ANY PART OF THE SERVICE OR PARTICIPATION IN ANY PROGRAMS MADE A PART OF THE SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM ANY PART OF THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH ANY PART OF THE SERVICE BY ANY THIRD PARTY, AND (6) 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 ANY PART OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE AND/OR CARBONTV, LLC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE STATE OF MICHIGAN. YOU SPECIFICALLY ACKNOWLEDGE THAT WE AND CARBONTV, LLC SHALL NOT BE LIABLE FOR USER’S CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT SHALL WE OR CARBONTV, LLC BE RESPONSIBLE FOR ANY VIOLATION OF THIS AGREEMENT OR ANY DAMAGES DIRECTLY OR INDIRECTLY SUFFERED BY YOU AS A RESULT OF YOUR ACTIONS. The Service is controlled and offered by us and/or CarbonTV, LLC from its facilities in the United States of America. We and CarbonTV, LLC make no representations that any part of the Service is appropriate or available for use in other locations. Those who access or use any part of the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law in Michigan and the United States of America.
You agree to defend, indemnify and hold harmless us and CarbonTV, LLC, and our and their respective parents, subsidiaries, shareholders, members, directors, managers, officers, employees agents, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from (i) your use of or access to the Service; (ii) your violation of any provision of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Service.
You affirm that you are 18 years of age or older, or are an emancipated minor, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.
This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by us and/or CarbonTV, LLC without restriction.
You shall not make any communication that is intended or reasonably understood to disparage, criticize, condemn, or impugn the personal, professional, or business reputation of us, CarbonTV, LLC, and our respective shareholders, members, directors, managers, officers, employees, licensors, attorneys, operators, affiliates, predecessors, successors, assigns, insurers and/or agents, including without limitation any communication that could have the effect of or intention of which is to cause embarrassment, disparagement, damage or injury to the reputation, business, or standing in the community of any such parties and regardless of whether any such communication is or may be true or founded in facts.
We do not sell, rent, or license your personal information to non-affiliated third parties for their marketing purposes without your explicit consent. We use your information only as described in our Privacy Notice. You can access and modify the information you provide us and may choose not to receive certain communications by modifying your preferences as more fully described in our Privacy Notice. For a complete description of how your personal information may be used on the Service and your choices in this regard, please see our Privacy Notice. Your acceptance of this Agreement constitutes your acceptance of the Privacy Notice, which is incorporated herein by reference. If you object to your personal information being used as described in the Privacy Notice please do not use or register to use any part of the Service.
Relationship of the Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative relationship, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representation on our or our affiliates’ behalf. You agree not to make any statement, whether on your website, its subdomains or otherwise, that contradicts or may contradict anything in this section.
© 2015 CarbonTV, LLC – CarbonTV