asterpix

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

1. Effective Date.

This Agreement was last updated on October 16, 2007.

2. Acceptance of Terms.

The www.Asterpix.com website (the “Site“) is provided by Asterpix, Inc. (“Asterpix“). By using or visiting our Site, you agree to be bound by these Terms of Use (the “Agreement“). We encourage you to periodically review this Agreement. If you do not agree to this Agreement, please do not use this Site.

This Agreement outlines the legally binding terms for your use of the Site. We reserve the right to modify this Agreement from time to time, for any reason, without notice and such modifications will be made available on our Site. Use of our Site constitutes (1) acknowledgement by you of our modifications, and (2) an agreement by you to abide and be bound by this Agreement and its modifications. You may identify whether Asterpix has revised this Agreement by the Effective Date listed in Section 1 above.

3. Registration.

In order to use some of the services offered on our Site (the “Services“) you must register with Asterpix by filling out and submitting our registration form. During the registration process, you will specify a username, your email address and a password (your “Login Credentials“). You are solely responsible in all respects for all use of and for protecting the confidentiality of your Login Credentials. You agree to notify Asterpix immediately of any unauthorized use of your Login Credentials and any other suspected breach of security regarding the Site. You are responsible for changing your password if you believe your password has been stolen or might otherwise be misused. Asterpix shall not be liable for any loss or damage arising from the unauthorized use of your Login Credentials.

4. User Conduct and Responsibilities.

You agree not to use the Site or its tools (except Asterpix Pro) for commercial purposes.

You are responsible for obtaining access to the Site. That access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Site.

Your use of the Site and its tools is subject to all applicable local, state, national and international laws and regulations.

You will not use the tools available on the Site for any unlawful purpose, including without limitation, linking video content to libelous or other unlawful material, including matter that may be construed as invasion of privacy, violation of a right of publicity, infringement of a copyright, a patent, or a trademark, and/or theft of trade secrets or any other right of a person or party. Without limitation, you agree to not use the Site or the embeddable player to place hyperlinks to, add, post, transmit, share, store or otherwise make available:

• any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

• any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,“ “spam,“ “chain letters,“ “pyramid schemes,“ or any other form of solicitation;

• any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

• any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

• any content that contains nudity, violence, or offensive subject matter or contains a link to an adult website;

• any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

• any content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party (including without limitation rights of privacy and publicity), or that would otherwise create liability or violate any local, state, national or international law;

• any content that you do not have a right to access under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or

• any content that, in our sole judgment, is objectionable, or which may expose Asterpix or its users or members to any harm or liability of any type.

5. Site and User Content.

All content on the Site created by Asterpix (the “Site Content“) and the annotations (e.g., notes, hyperlinks and tags) you create to third party video content searchable on the Site (“User Content“) are the proprietary property of Asterpix, its users or its licensors with all rights reserved. You may modify, publish, display and share the User Content (i.e., the annotations you make to video content). No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Asterpix’s prior written permission. You are granted a limited license to access and use the Site and the embeddable player solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except via inclusion of the embed links explicitly provided in the Site, you may not republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Asterpix, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

6. Creation of User Content.

You may create User Content and submit that content to the Site while using the services offered by the Site. You may create and add User Content to your protected videos only if you create an account and register with Asterpix. You may add User Content to public videos even without creating an account or registering with Asterpix.

You are solely responsible for any User Content that you create. Asterpix does not monitor the User Content posted on the Site, but Asterpix reserves the right to modify or remove, at its discretion, any User Content that it deems to be unlawful or inappropriate. By posting or creating any User Content, you represent and warrant that you have obtained the necessary rights to such User Content and that it does not infringe any third party’s rights. You agree to indemnify Asterpix from any posting or creation of User Content with knowledge that your activities with respect thereto violates any third party's rights.

7. Links to Other Websites and Content.

Subject to the other provisions herein, you may use the Site to associate hyperlinks with video content posted on other web sites (the “Other Sites“). Such Other Sites and video content are not monitored by Asterpix, and Asterpix is not responsible for any Other Sites accessed through hyperlinks you create. Inclusion of or linking to any Other Site or any video content does not imply approval or endorsement thereof by Asterpix.

If you decide to leave the Site and access the Other Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate.

8. Submissions.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site (“Submissions“), provided by you to Asterpix are non-confidential and shall be the sole property of Asterpix. Asterpix shall own all rights, including all intellectual property rights, in the foregoing, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

9. Suspension, Termination.

If you violate any of the terms in this Agreement, Asterpix may suspend or terminate your use of the Site. YOU AGREE THAT ASTERPIX SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR REMOVING THE ANNOTATIONS YOU ASSOCIATE WITH VIDEO CONTENT USING ASTERPIX OR SUSPENDING OR TERMINATING YOUR ACCESS TO THE SITE (OR ANY PORTION THEREOF).

10. Privacy Policy.

We care about the privacy of our users. Use of the Site and its functionality is governed by our Privacy Policy, which is hereby incorporated into this Agreement by reference. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in the United States.

11. Proprietary Rights.

The Site is protected by copyright and other intellectual property laws and international treaties. Any reproduction, modification, creation of derivative works from or redistribution of the Site or the collective work, and/or copying or reproducing the Site or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Asterpix. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Site. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Site.

All content on the Site are copyright by: Asterpix, Inc. or the owners thereof. All rights not expressly granted to you are reserved. Asterpix and the Asterpix logo are trademarks of Asterpix. All other trademarks are property of their respective companies. All trademarks and registered trademarks are protected by US and international trademark laws.

12. Modifications to or Discontinuation of Site.

Asterpix reserves the right to modify or terminate the Site with or without cause at any time and effective immediately. Asterpix shall not be liable to you or any third party for termination. Should you object to any terms and conditions of the Agreement or any subsequent modifications thereto or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of the Site, your right to use the Site immediately ceases. You shall have no right and Asterpix will have no obligation thereafter.

13. Fees.

You acknowledge that Asterpix reserves the rights to charge for the Services and to charge fees from time to time in its discretion. If Asterpix terminates your user account because you violated any terms of this Agreement, you shall not be entitled to the refund of any unused portion of any subscription fees.

14. Notice.

All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Asterpix may broadcast notices or messages through its website to inform you of changes to this Agreement, the Site, or other matters of importance. Such broadcasts shall constitute notice to you.

15. Disclaimers.

Asterpix is not responsible or liable in any manner for any content linked to or posted on or through the Site or any hyperlink. Asterpix does not monitor, control or have knowledge of any content accessed through use of the Site (including the annotations made possible through the use of Asterpix technology and services) and is not responsible for what users contribute and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter as a result of the services offered by or through the Site or in connection with any hyperlink, or video content. Asterpix is not responsible for the conduct, whether online or offline, of any user of the Site.

The Site may be temporarily unavailable from time to time for maintenance or other reasons. Asterpix assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of any annotation or video content. Under no circumstances will Asterpix be responsible for any loss or damage, including any loss of data, personal injury or death, resulting from anyone’s use of the Site or its functionality, or any interactions between users of the Site or any notes, hyperlinks or tags, whether online or offline.

Asterpix reserves the right to change any and all content contained in the Site or offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Asterpix.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

• THE ASTERPIX WEBSITE, AND ALL CONTENT, FUNCTIONALITY AND SERVICES INCLUDED IN THE SITE ARE PROVIDED “AS IS,“ WITH NO WARRANTIES WHATSOEVER.

• EXCEPT AS EXPRESSLY SET FORTH ON OUR SITE, ASTERPIX AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

• ASTERPIX AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION REGARDING (i) ANY PRODUCT OR SERVICE OFFERED OR SOLD THROUGH THE SITE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, (iii) THE CURRENCY, ACCURACY, QUALITY, CONTENT, COMPLETENESS, LEGALITY, OPERABILITY, AVAILABILITY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, (iv) THE MALFUNCTION OF ANY ANNOTATIONS PLACED THROUGH USE OF THE SITE, (v) THE DELETION OF ANY ANNOTATIONS PLACED THROUGH USE OF THE SITE, OR (v) THAT THE SITE OR ANY ANNOTATIONS PLACED THROUGH USE OF ASTERPIX FUNCTIONALITY WILL FUNCTION PROPERLY OR ACCURATELY.

• USE OF THE SITE AND ANNOTATIONS YOU PLACE ON VIDEO CONTENT THROUGH THE USE OF ASTERPIX TECHNOLOGY IS AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SITE OR ITS FUNCTIONALITY.

• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ASTERPIX OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

16. Limitation of Liability.

BY USING THE SITE AND/OR THE ASTERPIX FUNCTIONALITY, YOU AGREE THAT ASTERPIX SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF ASTERPIX OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

17. Miscellaneous.

Entire Agreement. These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

Headings, Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Waiver and Severability of Terms. The failure of Asterpix to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Asterpix. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

Perfection of Title. You hereby assign to Asterpix any subject matter intended to belong to Asterpix under this Agreement, and agree, during and after the term of this Agreement, to perform any act reasonably requested by Asterpix to perfect its title therein.

Statute of Limitations. You and Asterpix agree that any cause of action which you may seek to bring arising out of or related to this service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Some jurisdictions may prohibit the shortening of the time period in which a cause of action must be brought. In all such jurisdictions, the applicable time period shall be the minimum allowed by law.

Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding any conflict of law provisions. You and Asterpix agree to submit to the exclusive jurisdiction of the courts of the State of California.