Dated: September 22, 2017
BY USING THE VISO PLATFORM DESCRIBED IN SECTION C9 BELOW, YOU CONSENT TO THE USE OF YOUR INFORMATION AS DESCRIBED IN THAT SECTION. YOU MAY WITHDRAW YOUR CONSENT AND OPT OUT OF PARTICIPATION IN THE VISO PLATFORM BY SWITCHING YOUR PROFILE VISIBILITY STATUS FROM BEING VISIBLE TO OTHER USERS TO BEING HIDDEN FROM OTHER USERS (E.G. SWITCHING YOUR PROFILE VISIBILITY STATUS FROM “LIVE” TO “HIDDEN”) OR BY sending an email request to email@example.com.
A. CERTAIN DEFINITIONS
“BBTV”, or “we”, “us” or “ours” means BroadbandTV Corp. “BBTV Parties” means BBTV, any of its subsidiaries or affiliates, and its or their employees, managers, directors, officers, consultants, agents or shareholders.
“BBTV Service” means BBTV’s products or services that are accessible through and otherwise provided by various computer and electronic technologies, networks and systems, including without limitation, mobile wireless services and Internet-based services, and also includes, without limitation, the services provided by BBTV under the VISO Platform (defined under Section C9) and all Results.
“Content Provider Agreement” means an agreement between you and BBTV for the licensing of, among other things, rights to the audio/visual content which you provide to BBTV.
“Materials” means any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, playlists, annotations, descriptions and other content or materials that you submit, upload or display on or via the BBTV Service, or to which BBTV has access in connection with your Provider Content, and includes, without limitation, your Provider Content.
“Network” means all online, wireless, digital cable or broadcast outlets where users are able to view audio, video, or audiovisual content. “Network Partner” means an organization, such as Google Inc. or YouTube Inc., which operates all or part of the Network and which has a business relationship with BBTV.
“Provider Content” means the textual, audio, visual, and audio/visual content, which you license to BBTV under your Content Provider Agreement. “Results” means suggestions generated by your use of the BBTV Service of keywords, titles, tags, thumbnails, playlists, annotations and any other items, methods or tools designed to help manage your Provider Content or increase viewership of your Provider Content.
You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license, share or assign your account, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, BBTV prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to BBTV upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
You are responsible for keeping your password secret and secure and not sharing your password with anyone else. Furthermore, you are prohibited from allowing or permitting any third party access to the BBTV Service by using your password.
You must not upload private or confidential information of any third party via the BBTV Service, including, without limitation, any other person’s social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
You may not use the BBTV Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations applicable to your use of the BBTV Service, your Materials and the Results, including but not limited to, copyright laws and anti-spam laws, including but not limited to, the U.S. CAN-SPAM Act of 2003 (the “Can-Spam Act”) and Canadian anti-spam legislation (to the extent applicable).
You may not reverse engineer, decompile, or disassemble the BBTV Service and you may not create any derivative works from the BBTV Service. You are prohibited from: (i) taking any screenshots of the BBTV Service pages except for the sole purpose of sending the screenshot to BBTV to report a problem with the BBTV Service, (ii) recording the screen of the BBTV Service pages, (iii) creating videos that show any screen pages of the BBTV Service except for the sole purpose of sending the video to BBTV to report a problem with the BBTV Service, or (iv) copying or recording any videos displayed on or through the BBTV Service. Any use or distribution of any images or recordings of any of the BBTV Service pages, or screenshots or videos displayed on or through the BBTV Service is strictly prohibited
You may not breach, disable, tamper with, or develop or use any workaround for, any security measure provided in, by or through the BBTV Service.
You may not access or use the BBTV Service to compete with BBTV or to assist anyone else in doing so.
You must not access any BBTV private application programming interface (API) by means other than those expressly permitted by BBTV from time to time.
You must not interfere or disrupt the BBTV Service or servers or networks connected to the BBTV Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any BBTV page is rendered or displayed in a user’s browser or device.
You must comply with BBTV’s community guidelines, as may be in effect from time to time.
The BBTV Service is for your personal use, and you must not create accounts with the BBTV Service, or access or use the BBTV Service, through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
You agree to provide us with all such information, including personal information, as we may request in order to complete and remit to applicable government authorities all information as they may require in connection with the BBTV Service or any Content Provider Agreement or other agreement between you and BBTV.
BBTV shall have the ability to deduct and withhold from any amounts due to you pursuant to a Content Provider Agreement or otherwise, and to remit to any applicable government authority, all withholding taxes and other taxes, charges, contributions or levies which BBTV is required, pursuant to any applicable law, to so remit, and BBTV shall not be liable to you for such deductions, withholdings or remittances. To the extent this paragraph conflicts with any provision of your Content Provider Agreement with BBTV or any other agreement with BBTV, this paragraph shall govern.
C. SERVICE USE CONDITIONS
We reserve the right to refuse access to the BBTV Service to anyone for any reason at any time.
We reserve the right to force forfeiture of any username for any reason.
BBTV is not responsible or liable for your conduct or the conduct of any other user.
The Service may also include third-party content or link(s) to third-party content that we do not control, maintain or endorse. Functionality of the BBTV Service may also permit interactions between the BBTV Service and a third-party website or feature or content, including applications that connect the BBTV Service or any part thereof, or your Materials with a third-party website, feature or content. BBTV does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that the BBTV Parties are in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.
The BBTV Service includes the online platform called “VISO” (the “VISO Platform”) which may provide you with one or more of the following features or functionalities: (i) for you to send to, and receive emails and/or other messages from, other users of the BBTV Service; (ii) for you, via a tool (referred to herein as the “Request Tool”), to post requests for other users of the BBTV Service, having such skills, talent, background or other attributes as you may specify, to contact you and allows you to receive similar requests from others; (iii) for the VISO Platform to suggest matches (referred to herein as “Match Suggestions” or “Your Top Match”) from time to time between your account, your channel(s) and/or the channel(s) of other users of the BBTV Service based on certain similarities between the Channels, as determined by the VISO Platform or BBTV; (iv) notifies you of your Match Suggestions or “Your Top Matches” by email or other messaging services or tools; (iv) makes Match Suggestions between your account, or one or more of your channel(s) with one or more channels of other users of the BBTV Service (being the other user’s “Your Top Match”) known to such other users and sends images, videos and channel information which BBTV may select from or about your channel(s), as well as any of your personal information which you have provided to BBTV, to such other users as part of such notification, all without notification to you; and (v) for you to send your email address or your address related to other messaging services to other users of the BBTV Service whom you notify the BBTV Service you would like to contact;. You will not use the BBTV Service, including without limitation, to send any email or any other type of messaging to other users, or former users, of the BBTV Service, for any other purpose. For greater certainty, you will not advertise to or solicit any other user of the BBTV Services to buy or sell any products or services unrelated to a collaboration between you and such other user to create new audio, visual, audio-visual or textual works, and you will not use any information previously provided to you by or through the BBTV Service regarding any former users of the BBTV Service for any purpose, except as expressly consented to by them in accordance with applicable law. You may not transmit any chain letters, junk or spam e-mail to other users. By using the BBTV Service, you agree and consent to: (i) your account, and/or your channel(s) being matched by the VISO Platform or BBTV from time to time to the accounts and/or channels of other users of the BBTV Service based on certain similarities between such accounts and/or channels, as determined by the VISO Platform or in the sole discretion of BBTV; (ii) receiving notifications of your Match Suggestions, or “Your Top Matches” by email or other messaging services or tools, which may be by notification within the BBTV Service; (iii) the notification by the BBTV Service and/or BBTV to other users of the BBTV Service of your account and/or channel being a Match Suggestion or a “Your Top Match” to one or more accounts and/or channels of such other users, without notification to you; (iv) the sharing of your email or other messaging address, of images, videos and channel information which BBTV may select from or about your channel(s), as well as any of your personal information which you have provided to BBTV, with other users of the BBTV Service, without notification to you; (v) receiving emails or other messaging from other users of the BBTV Service; and (vi) any other actions or activities involving, or other use of, your personal information or Materials as permitted or required by the BBTV Service. If you do not wish to agree and consent to the foregoing, you may withdraw your agreement and consent and opt out of the VISO Platform (unsubscribe) by switching your profile visibility status from being visible to other users to being hidden from other users (e.g. switching your profile visibility status from “Live” to “Hidden”) or by sending an email request to firstname.lastname@example.org. Note that by taking the aforementioned action, you will no longer be automatically matched to any other user.
You may choose, at your sole and absolute discretion and risk, to use applications offered by BBTV as part of the BBTV Service that modify, alter or extract only certain portions of your Provider Content (each an “Application”) and such Application may interact with, connect to or gather and/or pull information from and to your Materials. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to modify your Materials, you are consenting to such modification to your Materials; (ii) your use of an Application may cause your Materials to be publicly displayed in a different manner than originally intended by you; and (iii) your use of an Application is at your own option and risk, and you will hold the BBTV Parties harmless for activity related to the Application.
You agree that you are responsible for all data charges you incur through use of the BBTV Service.
You agree that BBTV can access your account at any time for purposes of monitoring your account or in an attempt to solve any problems you may be experiencing with the BBTV Service. If we are attempting to solve a problem, we will need to perform certain diagnostic testing as well as apply certain potential problem-solving alternatives on your Materials. We do not guarantee that we will be able to solve any problem you are having. Any loss of or damage to your Materials or any Results that may occur as a result of us accessing your account for monitoring purposes or in an attempt to resolve your problem (or any other problem that may arise), will be entirely at your own risk and BBTV shall have no liability to you or anyone else for any such loss or damage.
You acknowledge and agree that all analytical data made available to you on or through the BBTV Service regarding your account or Materials, such as but not limited to, monthly views and revenue, is provided by various third party providers, including without limitation, YouTube, and BBTV accepts no responsibility or liability therefor.
You acknowledge and agree that all projections, estimates, and other future-oriented information provided on or through the BBTV Service are inherently uncertain and are not guaranteed. Actual results could differ substantially due to a variety of risks and uncertainties, and BBTV accepts no responsibility or liability therefor.
D. YOUR ACCOUNTS AND CHANNELS
In order for BBTV to provide you with the BBTV Service, you may be directed to one or more authentication pages, where BBTV will request for your authorization to access your Google and YouTube account(s). If you refuse to authorize BBTV to access your Google and YouTube account(s), then you will not be allowed to use the BBTV Services.
By authenticating BBTV for YouTube, you grant BBTV permission to get access to and manage the data and features of your YouTube channel, your Materials and the Results, including but not limited to revenue, viewership, engagement, annotations, cards, playlists, and referral data, and deleting, adding and changing the keywords, titles, tags, thumbnails, descriptions, annotations, playlists, and other metadata you use to describe or promote your Provider Content. BBTV will not delete the audio or visual portion of your Provider Content, unless it violates third-party intellectual property rights or this Agreement or is deleted pursuant to the terms of your Content Provider Agreement.
If at any time you revoke our access to your YouTube channel(s), then you will no longer be able to use the BBTV Services.
You will cease to use any Results generated through your use of the BBTV Service immediately upon termination of your account access to any part of the BBTV Service, whether such termination is initiated by you or by BBTV.
If you mistakenly authenticate a channel, you need to send an email to email@example.com (or any other communication method that we specify in the future) and inform us. We will then do our best to remove the channel that is authenticated by mistake from our database within a reasonable time frame.
BBTV might send you alerts on the BBTV Services to your e-mail about the BBTV Services (“Alerts”). The Alerts include but are not limited to your Provider Content viewership statistics and revenue or leveraging BBTV’s tools to improve the performance of your Provider Content or receiving important notices from BBTV. By using the BBTV Service, you expressly agree and consent to receiving from BBTV emails or messages regarding Alerts and/or other emails or messages relating to the BBTV Service. You may withdraw your agreement and consent by sending an email to firstname.lastname@example.org.
E. INTELLECTUAL PROPERTY RIGHTS
You hereby grant to BBTV a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, perpetual, worldwide license to use your Materials. You shall remain the owner of your Materials and are hereby granting BBTV the foregoing license to use your Materials in connection with the BBTV Service.
The BBTV Service contains content owned or licensed by BBTV (“BBTV Content”). BBTV Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and BBTV, BBTV owns and retains all rights in the BBTV Content and the BBTV Service, including without limitation, the Results. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the BBTV Content, the BBTV Service (including without limitation, the Results) and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, lease, license or otherwise exploit the BBTV Content or the BBTV Service (including without limitation, the Results). BBTV hereby grants you a license to use the Results in connection with your Provider Content only for the purpose of improving viewership of your Provider Content (which is not guaranteed), and then only until your Content Provider Agreement terminates or your account access to any part of the BBTV Service terminates, whichever is sooner, whereupon your license shall terminate and you shall cease to thereafter use the Results in connection with your Provider Content.
You agree that BBTV is not responsible for, and does not endorse, Provider Content uploaded within the BBTV Service. BBTV does not have any obligation to prescreen, monitor, edit, or remove any Provider Content.
It is BBTV’s policy not to accept unsolicited materials or ideas, except as hereinafter described, and BBTV takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to provide information, ideas, suggestions, or other materials, whether on the Network or by using the BBTV Service, including through talk-back and other methods used in the BBTV Service (collectively referred to as “User Feedback”), you agree that BBTV is an assignee of any intellectual property rights contained in such User Feedback and that BBTV is free to use User Feedback for any purposes whatsoever, without any liability or payment of any kind to you.
BBTV may store the Materials in such manner as it deems appropriate in its sole discretion. BBTV may also record your interactions with the BBTV Service including but not limited to adding, removing or changing the Materials or clicks on the screen, while using the BBTV Service, and use it to suggest Results to you. All Results are the sole property of BBTV.
BBTV is not granting you any right or license to use any of its trademarks or service marks. BBTV’s trademarks or service marks may not be copied, imitated or used without BBTV’s express prior written permission. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of BBTV, and may not be copied, imitated or used, in whole or in part, without prior written permission from BBTV.
THE BBTV SERVICE, INCLUDING, WITHOUT LIMITATION, BBTV CONTENT AND RESULTS, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER BBTV NOR ANY OF THE BBTV PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE BBTV SERVICE; (B) THE BBTV CONTENT; (C) THE RESULTS OR WHETHER THE RESULTS WILL HAVE THE DESIRED EFFECT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO BBTV OR VIA THE BBTV SERVICE. IN ADDITION, THE BBTV PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
FOR THE AVOIDANCE OF DOUBT, BBTV DOES NOT HAVE CONTROL OR OWNERSHIP OF ANY VIDEOS OR ADVERTISEMENTS ON THE NETWORK AT ANY TIME AND DOES NOT GUARANTEE THE EXISTENCE AND AVAILABILITY OF ANY REVENUE FROM ADVERTISMENTS OR YOUR ABILITY TO MONETIZE ON ANY OF THE PROVIDER CONTENT.
BBTV DOES NOT WARRANT THAT THE BBTV SERVICES, INCLUDING WITHOUT LIMITATION, THE RESULTS, WILL HAVE ANY IMPACT ON THE VIEWING OF YOUR PROVIDER CONTENT OR ON THE VIEWERSHIP OR REVENUE ASSOCIATED WITH SUCH CONTENT.
BY ACCESSING OR USING THE BBTV SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
THE BBTV PARTIES DO NOT ENDORSE PROVIDER CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY, COSTS OR OTHER CAUSE OF ACTION OR DAMAGES OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY PROVIDER CONTENT.
G. LIMITATION OF LIABILITY; WAIVER
UNDER NO CIRCUMSTANCES WILL THE BBTV PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE BBTV SERVICE; (B) THE BBTV CONTENT; (C) YOUR MATERIALS; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE BBTV SERVICE, INCLUDING WITHOUT LIMITATION, THE RESULTS; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE BBTV PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE BBTV SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE BBTV SERVICE’S OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE BBTV PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT OR OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT, DOWNTIME OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE BBTV PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE BBTV PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF BBTV’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE BBTV PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE BBTV PARTIES.
BY ACCESSING THE BBTV SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
BBTV IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE BBTV AND THE BBTV PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH PARTIES.
I. ENTIRE AGREEMENT