Terms and Conditions
Terms of Service:
Last Updated: October 9, 2013
Zukolt, Inc. ("RIC" or "we") is a California corporation that: (i) creates, produces and distributes entertainment Content (as defined below); and (ii) offers users the opportunity to participate in community media applications by submitting (e.g., "uploading") User Materials (as defined below) to RIC Sites so that such User Materials can be distributed to the general public via the RIC Sites and the RIC Services (as defined below).
1. Certain Definitions:
As used herein, the following capitalized terms shall have the meanings set forth as follows:
"Content" means and includes, without limitation, photos, images, artwork, graphics, videos, audios, animations, text, editorials, comments, writings, personal information, music, liner notes, lyrics, and other elements and materials, in any media or format now known or hereinafter devised, whether physical, electronic, digital, analog or otherwise.
"Collaborative Content" means any customized Content that results from Users incorporating User Materials into RIC Content (as defined below) as the functionality of the RIC Sites and RIC Services may allow and enable from time to time. An example of Collaborative Content would be a birthday song video or image resulting from a User inserting his/her own photo and or voice into a Record It Card template.
"RIC Content" means any and all Content (excluding User Materials) made available on the RIC Sites and/or through the RIC Services, including Content owned or controlled by RIC and/or its corporate affiliates, as well as Content licensed or otherwise provided to RIC by Licensors/Suppliers (as defined below).
"RIC Services" means any and all services, tools, Software (as defined in below [Section 22]), applications and functionalities as may be provided on the RIC Sites from time to time.
"Licensors/Suppliers" means any and all third parties that make available to RIC (pursuant to a license or otherwise) their proprietary Content, products or services for use, deployment, display, performance and/or distribution via the RIC Sites. For the avoidance of doubt, the term "Licensors/Suppliers" includes third parties that place, display or distribute their advertising, promotional or sponsorship Content on the RIC Sites.
"Trademarks" means any and all marks, brands, logos, designs, character names, location names, slogans, catch words and phrases, business names, trade names, trade dress, packaging designs, label designs, webpage layouts, look and feel, and other indicia of source, origin or identification, owned or controlled by RIC, its corporate affiliates, and/or Licensors/Suppliers. Any and all Trademarks owned or controlled by RIC and/or its corporate affiliates, including, without limitation, the RIC name and logos and characters, and the layout and design of the RIC Sites, are referred to hereinafter as "RIC Trademarks"; and any and all Trademarks owned or controlled by Licensors/Suppliers, including, without limitation, those listed in the legal notices referenced in Section 2 below, are referred to hereinafter as "Licensors/Suppliers Trademarks."
"User Materials" means Content which Users upload, submit, distribute or otherwise make available via the RIC Sites and/or through the RIC Services, but excluding any and all RIC Content.
This Agreement shall remain in full force and effect for as long as User uses any of the RIC Sites or RIC Services ("Term"). User may terminate his/her free account or membership at any time, for any reason. RIC may terminate your free account or membership at any time, for any reason, effective immediately upon sending notice to you at the email address you provide during the account set-up process, or such other email address as you may subsequently provide to RIC. If RIC terminates User’s free account or membership in the Service due to a breach of this Agreement, User shall not be entitled to the refund of any unused portion of membership fees (if any). Even after the free account and/or membership is terminated, this Agreement will remain in full force and effect, provided, however, that User Materials submitted by User may no longer be accessible on the RIC Sites once User’s account has been cancelled.
Notwithstanding the foregoing, User acknowledges that once User Materials are integrated into a RIC production (e.g., photos, audio files or videos integrated within an animation, promotion, video or any RIC production, regardless of media format), all of the licenses for such materials, as granted in [Sections 8 and 9] of this Agreement, shall extend in perpetuity, meaning that RIC will have the perpetual right throughout the world to exploit such RIC production embodying the User Materials in any and all media now known or hereafter devised.
By using the RIC Services and/or by becoming a Registered User and/or Member, User acknowledges that RIC reserves the right to charge for the RIC Services and has the right to terminate a Registered User’s account or Member’s membership should User breach this Agreement or fail to pay for the Service, as required by this Agreement. RIC’s subscription fees at registration (if any) may change from time to time.
4. ELIGIBILITY; LIMITED USER LICENSE FOR SYC CONTENT:
Use of the RIC Sites or RIC Services is void where prohibited by law. By signing up to become a Registered User or Member on any of the RIC Sites or RIC Services, you represent and warrant that: (i) all registration information submitted directly by you or via third-party sign-on service (e.g., Facebook Connect) is truthful and accurate and you agree to maintain the accuracy of such information; (ii) you are at least 18 years of age; and (iii) your use of the RIC Sites and RIC Services does not violate any applicable law or regulation. Your account information and data may be deleted without warning if it is discovered that you have misrepresented your age or any other account and/or membership data.
Subject to your strict compliance with this Agreement and except as otherwise expressly permitted by this Agreement or by RIC, RIC grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to view and/or play one copy of the RIC Content (excluding source and object code) on any single computer for your personal, non-commercial use only,, PROVIDED that: you maintain all copyright and other proprietary notices contained in the RIC Content or any copy you may make of the RIC Content; you do not use the RIC Content in a manner that suggests an association with RIC or any of its Licensors/Suppliers or any of their products, services or brands; you do not modify the RIC Content; and you do not allow or aid or abet any third party (whether or not for your benefit): (i) to copy or adapt the object code of any of the RIC Sites or RIC Services; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code associated with any of the RIC Sites or RIC Services or other products or processes accessible through the RIC Sites or RIC Services; and you do not insert any code or product to manipulate the RIC Content in any way that affects any User’s experience. You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the RIC Content (except as may be a result of standard search engine or internet browser usage), nor will you (b) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the RIC Content in any way for any public or commercial purpose except as expressly permitted by this Agreement or by RIC.
5. USER CONDUCT:
All of the RIC Sites, RIC Content, and RIC Services are solely for your personal use, and corporate or commercial use is expressly prohibited. You may not authorize others to use your account with RIC, including profile or email address. You are solely responsible for all User Materials posted or distributed by you or through your account with RIC, including any email messages, and for all your interactions with other Users.
User agrees to act responsibly in a manner demonstrating the exercise of good judgment. For example and without limitation, User agrees not to: (a) violate any applicable law or regulation, (b) submit any materials that conflict with any of User’s representations and warranties set forth in Section 11 of this Agreement, (c) infringe the rights of any third party, including without limitation, intellectual property, privacy, publicity and/or contractual rights, (d) use any content or information available on the RIC Sites or through the RIC Services for any unauthorized purpose, (e) interfere with or damage any of the RIC Sites or RIC Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology, (f) use any of the RIC Sites or RIC Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others, personal contact information or account numbers, or any defamatory materials of any kind, except where User has obtained express permission from such other person or entity in connection with any of the foregoing, (g) use any of the RIC Sites or RIC Services in connection with the distribution of unsolicited commercial e-mail ("Spam") or advertisements, (h) "stalk" or harass any other user of the RIC Sites or RIC Services, (i) collect or store any information about any other user other than in the course of the permitted use of the RIC Sites and RIC Services, (j) use any of the RIC Sites or RIC Services for any commercial purpose whatsoever (including, without limitation, to research, advertise, market, promote, sell or otherwise exploit any product or service), (k) sell or otherwise transfer any User information (e.g., user profiles) or other user’s User Materials); or (l) assist any third party in doing any of the foregoing. RIC may terminate the accounts and/or memberships of Users who violate the foregoing, and may prohibit them from creating new accounts with RIC. For any Users who RIC determines, in its sole discretion, are repeat infringers of third-party intellectual property rights, RIC will terminate their accounts and/or memberships, as the case may be, and prohibit them from creating new accounts with RIC. User is solely responsible for User’s interactions with other users of the RIC Services. RIC will not be responsible for any damage or harm resulting from User’s interactions with other users of the RIC Services. RIC reserves the right, but shall have no obligation, to monitor interactions between User and other users of the RIC Services and take any action in good faith to restrict access to or the availability of any material that RIC or another user of the RIC Services may consider to be obscene, lewd, defamatory, lascivious, filthy, excessively violent, harassing or otherwise objectionable.
User’s RIC account may NOT include any photographs that contain nudity, violence, or offensive subject matter, as determined in RIC’s sole discretion. Information provided by other RIC Users may contain inaccurate, inappropriate and/or offensive material, and RIC assumes no responsibility or liability for this material.
The RIC Sites and RIC Services allow, among other things, Users who are 14 or older to post personal content (e.g., photographs and information about themselves and others for whom they have the authority or permission to post photos and information) for public review and comment, both in public forums and with private messaging. Accordingly, by submitting personal content on any of the RIC Sites or through any of the RIC Services, User hereby waives any and all privacy expectations (including the privacy expectations of any other individual who appears in the submitted content) with respect to RIC’s use of such content. If User does not wish to have personal content viewable by others, User should not use the RIC Sites and RIC Services.
Children should only access and use such sites and services with the participation and supervision of their parents. Only parents are allowed to create accounts and profiles and post personal content on such sites and services, and RIC does not knowingly collect personal information directly from children on such sites and services.
User shall at all times retain all right, title and interest in and to the User Materials provided by User hereunder (including, without limitation, the copyrights therein and thereto), subject to the non-exclusive rights granted to RIC under this Agreement. User is free to grant similar rights to others during and after the Term of this Agreement. For the avoidance of doubt, when User submits User Materials on any of the RIC Sites or through any of the RIC Services, User acknowledges that third parties may use the User Materials as described herein.
User acknowledges and agrees that, as between RIC and User, RIC and/or its Licensors/Suppliers (as the case may be) are, and shall at all times remain, the sole and exclusive owner(s) of all right, title and interest (including, without limitation, copyright), in and to the RIC Sites, RIC Services, all Trademarks, and all RIC Content, and that User’s right to use the RIC Sites, RIC Services, Trademarks, and RIC Content, as set forth herein, shall be for personal, use only and shall not in any way transfer or convey any ownership rights or other proprietary interests therein to User.
8. LICENSE FOR USER MATERIALS:
Unless expressly otherwise stated in this Agreement or otherwise agreed between User and RIC in a writing signed by both parties, User hereby grants to RIC a worldwide, royalty-free, sub-licensable, transferable, assignable, non-exclusive license to do the following things during the Term (and in perpetuity with respect to any RIC production as set forth in this Agreement):
- to prepare and encode User Materials, or any portion thereof for electronic, digital and/or other transmission, manipulation and exhibition in any format and by any means now known or hereafter devised;
- to display, copy, reproduce, create derivative works of, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, promote, distribute through any means (including electronic, analog and digital), and publish and/or otherwise exploit, in digital or physical form, any or all of the User Materials, including any portion thereof, and to include any such materials in compilations or other works, by any and all means in all media now known or hereinafter created, anywhere in the world, and for any purpose (for avoidance of doubt, the rights granted to RIC hereunder include the rights to make User Materials available on the RIC Sites, third-party websites and electronic devices);
- to modify, adapt, change or otherwise alter and create derivative works of the User Materials and use the User Materials as described herein, and
- to license and/or sublicense to any third party any of the foregoing rights in the User Materials, or any part or element thereof, subject to the terms and conditions of this Agreement.
User hereby agrees not to assert any right, title, or interest in any and all Trademarks and RIC Content with which User Materials may be combined or into which all or any portion of User Materials may be incorporated. User acknowledges and agrees that all right, title and interest (including, without limitation, copyright, trademark and other intellectual property rights) in and to any and all Trademarks and RIC Content shall remain the sole and exclusive property of RIC and/or Licensors/Suppliers (as the case may be). For the avoidance of doubt, with respect to any and all Collaborative Content, User acknowledges and agrees that their rights therein and thereto shall be expressly limited to the User Materials contained in such Collaborative Content and shall in no event extend to any RIC Content or any Trademarks contained or embodied therein.
9. LICENSE FOR USE OF NAME AND LIKENESS:
Unless expressly otherwise stated in this Agreement or otherwise agreed between User and RIC in a writing signed by both parties, User hereby grants to RIC a worldwide, royalty-free, sub-licensable, transferable, assignable, non-exclusive license to use: (i) User’s name(s), photograph(s), likeness(es), voice(s), performance(s), and biographical materials (to the extent contained or embodied in the User Materials); and (ii) any other individual’s name(s), photograph(s), likeness(es), voice(s), performance(s), and biographical materials, where such other individual appears in the User Materials, in connection with the distribution, exploitation, promotion, marketing and advertising of the User Materials, as described hereunder, during the Term (and in perpetuity with respect to any RIC production as set forth in Section 3 of this Agreement).
User also agrees not to assert any privacy, publicity, moral or similar rights held by User (and to the extent any other person(s) whose name(s), photograph(s), likeness(es), voice(s), performance(s) and/or biographical materials are embodied in the User Materials, User represents and warrants that it has obtained all necessary consents from such third parties consistent with the full scope of rights granted to RIC pursuant to this Agreement, and User agrees that such persons shall not assert of any intellectual property, privacy, publicity, contractual, moral or similar rights, or make any claims that any User Materials are objectionable or otherwise defamatory) under the laws of the United States and any other country in connection with the exploitation of such materials as described hereunder.
10. THIRD PARTY CONTENT & SITES:
The RIC Sites and RIC Services may contain Content of third parties, including Content provided by Licensors/Suppliers and User Materials (collectively "Third Party Content"), as well as links to third party web sites ("Third Party Sites"). RIC does not control Third Party Content and Third Party Sites and makes no representations or warranties about them. User understands that by using the SYC Sites and SYC Services, he/she may be exposed to Third Party Content or Third Party Sites that are false, offensive, indecent or otherwise objectionable. Under no circumstances will SYC be liable in any way for any Third Party Content or Third Party Sites, including, without limitation, any errors or omissions in any Third Party Content or Third Party Sites or any loss or damage of any kind incurred as a result of the use of any Third Party Content or Third Party Sites. User agrees to bear all risks associated with using or relying upon Third Party Content or Third Party Sites, including without limitation, profiles of other Users.
11. PROPRIETARY RIGHTS:
User acknowledges and agrees that all RIC Sites, RIC Services, Trademarks and RIC Content are the property of RIC and/or Licensors/Suppliers (as the case may be) and are protected by rights of publicity, copyright, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by RIC and/or Licensors/Suppliers (as applicable), User may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from, any Trademark or RIC Content, or otherwise use any Trademark or RIC Content in any way. User also agrees not to retrieve data or other content or any materials from the RIC Sites to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, or otherwise. User further agrees not to use any Trademark or RIC Content as metatags on other web sites. Moreover, User agrees not to display any of the RIC Sites in a frame (or any of our content via in-line links) without RIC’s express written permission.
12. USERNAME AND PASSWORD:
Eligible User who creates a RIC account will select a username and password when completing the registration process or create an account using third-party single sign-on services (e.g. Facebook Connect). User is solely and fully responsible for maintaining the confidentiality of his/her username and password, or third-party credentials, for accessing RIC and will be solely and fully responsible for all activities that occur under that account to access the RIC Sites. User agrees to: (a) immediately notify RIC of any unauthorized use of User’s username and password or any other breach of security and (b) log off from account at the end of each session. RIC cannot and will not be liable for any loss or damage arising from User’s failure to comply with this Section 13.
13. REPRESENTATIONS AND WARRANTIES:
User represents and warrants that:
- User has the full right and power to enter into and perform this Agreement and to grant SYC and Licensors/Suppliers all rights to use the User Materials (including individuals’ names, likenesses, voices, and other elements of identity embodied therein) as contemplated in this Agreement, including, without limitation, the license grants in Sections 8 and 9 of this Agreement;
- User exclusively owns and/or controls all right, title and interest (including, without limitation, copyright) in and to the User Materials, and has secured all necessary third-party consents, rights, licenses and permissions, if any, required in order for User to enter into and perform this Agreement and to grant RIC and Licensors/Suppliers all rights to use the User Materials (including individuals’ names, likenesses, voices, and other elements of identity embodied therein) as contemplated in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used or otherwise incorporated into the User Materials);
- the User Materials (and RIC’s use of those Materials as contemplated under this Agreement) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party;
- all information that User has provided or will provide to RIC is true and complete;
- the User Materials do not and will not violate any law, statute, ordinance or regulation;
- the User Materials do not and will not: (i) be defamatory, libelous, slanderous, or threatening, (ii) contain sexually explicit content that is pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws (iii) denigrate any ethnic, racial, sexual or religious group by stereotypical depiction or otherwise, (iv) exploit images or the likeness of any individual other than User (except where User has obtained express permission from such other individual(s) for such exploitation), (v) encourage or otherwise depict glamorized drug use, (vi) make use of offensive language or images, (vii) promote physical harm of any kind against any individual or group or characterize violence as acceptable, glamorous or desirable, (viii) contain any personal contact information of User or any other individual, (ix) promote an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (x) provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (xi) solicit passwords or personal identifying information for commercial or unlawful purposes from other users; and/or (xii) engage in any commercial activities whatsoever and/or sales without SYC’s prior written consent; and
- the User Materials do not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of SYC or any third party.
14. USER DISPUTES:
You are solely responsible for your interactions with other Users. RIC reserves the right, but has no obligation, to monitor disputes between you and other Users.
15. DOWNLOADABLE ITEMS; COLLABORATIVE CONTENT:
To the extent that RIC makes any applications, software or functionalities available for download or use from or through any of the RIC Sites or RIC Services (the "Downloadable Items"), such Downloadable Items are the copyrighted work (as between you and RIC) of RIC and/or its Licensors/Suppliers. Your use of the Downloadable Items may be governed by additional terms and conditions, which may be included with the Downloadable Items. Please carefully read any such additional terms and conditions to determine the full extent of conditions governing the use of such Downloadable Items.
If you install a Downloadable Item that is a software application, you consent to the download of such software to your computer or device and accept this Agreement and any additional terms and conditions related to such software application. With respect to any User Materials that you download from or through any of the RIC Sites or RIC Services, you are responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with such downloaded User Materials (including, without limitation, any such obligations that may arise from use by RIC or its Licensors/Suppliers of such User Materials as authorized in this Agreement). You also agree that any Downloadable Items you obtain from any of the RIC Sites or RIC Services (whether for free or for a fee) are only provided to you for your personal, non-commercial use and are not meant for you to further distribute. Your use of any Collaborative Content is subject to the following additional terms and conditions:
- The permission for you to use RIC Content to generate Collaborative Content or otherwise in association with User Materials is expressly limited to RIC Content specifically made available by RIC for that purpose, and may be revoked by RIC at any time without notice or liability to you;
- Your use of Collaborative Content is subject to this Agreement and any additional terms and conditions as RIC may from time to time prescribe;
- You may NOT make any commercial use of any Collaborative Content or of any RIC Content embodied in any Collaborative Content, in whole or in part, or sell, lease, hypothecate, transfer, license, distribute, reproduce, encumber or otherwise exploit same, in whole or in part, EXCEPT that you may use the RIC Sites and RIC Services to generate and engage in Viral Distribution (as defined below) of Collaborative Content, but in each case only to the extent expressly permitted by this Agreement or otherwise by RIC; as used herein, "Viral Distribution" means, for non-commercial purposes only: (a) sending Collaborative Content to friends, acquaintances at no charge by e-mail or other forms of digital delivery; (b) reproducing copies of Collaborative Content for personal use; and (c) posting and displaying links to Collaborative Content on a personal web site or on a third party web site that permits posting of such links at the direction of users subject to its terms and conditions, provided that such third party web site does not charge for access to the Collaborative Content or associate products, services or advertising with the Collaborative Content;
- You must always include and keep intact, and not remove or alter, any and all of RIC’s and its Licensors/Suppliers’ trademarks, copyrights and other proprietary rights notices, legends, watermarks, and other markings contained or embedded in or otherwise accompanying Collaborative Content (or any RIC Content portion thereof), and you agree to comply with all usage and viral distribution guidelines that may be prescribed by RIC from time to time; and
- YOU AGREE NOT TO ENGAGE IN SPAMMING OR OTHER UNLAWFUL OR CONTROVERSIAL BEHAVIOR IN CONNECTION THEREWITH.
User agrees to defend, indemnify, reimburse and hold RIC and its parent, subsidiary and affiliated entities, its Licensors/Suppliers, and its and their respective members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sub-licensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney’s fees, costs and expenses and court costs) arising out of or related to:
- User’s use of the RIC Sites and RIC Services;
- RIC’s use of the User Materials;
- any breach or alleged breach of User’s representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions hereof; and
- User’s violation or alleged or threatened violation of any laws, rules or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of User Materials as contemplated hereunder.
17. RIC'S PERFORMANCE:
User acknowledges and agrees that the operation of the RIC Sites may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and RIC shall not be responsible to User or others for any such interruptions, errors or problems or an outright discontinuance of the RIC service. There are no assurances whatsoever that any of the User Materials or any part or element thereof shall actually be utilized on any of the RIC Sites or if so utilized continue to be available for any particular time. RIC has the right, in RIC’s sole and absolute discretion, to remove from the RIC Sites at any time the User Materials or any part thereof and/or to revoke any sub-license granted by RIC to any affiliate or unaffiliated third party. Notwithstanding the foregoing, RIC does not control the content of the User Materials and does not have any obligation to monitor such content for any purpose. User acknowledges that User is solely responsible for all content submitted to the RIC Sites. The RIC Sites may be discontinued at any time, with or without reason and without any liability to User or to any third party for any modification or discontinuance of the RIC Services.
ALL OF THE RIC SITES, RIC SERVICES, AND RIC CONTENT ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYC AND ITS LICENSORS/SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
- UNINTERRUPTED OR CONTINUOUS AVAILABILITY OF THE RIC SITE(S) AND RIC SERVICES, AND
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE RIC SITES AND RIC SERVICES. IN ADDITION, ALTHOUGH RIC INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE RIC SITES, AND WHETHER OR NOT RIC IMPLEMENTS THE AFOREMENTIONED REASONABLE PROTECTIONS, RIC DOES NOT WARRANT THAT THE RIC SITES, ANY PART THEREOF, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE RIC SITES IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.
BY ACCESSING OR USING ANY OF THE RIC SITES OR RIC SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE SUCH SYC SITES OR SYC SERVICES.
19. NO LIABILITY FOR THIRD PARTY USE:
RIC DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE USER MATERIALS MADE AVAILABLE ON THE RIC SITES BY YOU PURSUANT TO THE TERMS OF THIS AGREEMENT. YOU SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF YOUR USER MATERIALS BY A THIRD-PARTY, AND NOT FROM RIC OR ANY OF ITS LICENSORS/SUPPLIERS. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS YOUR USER MATERIALS FROM RIC (WHETHER OR NOT WITH SYC’S PERMISSION), AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED PURSUANT TO THE LICENSES GRANTED HEREUNDER, YOU WILL SEEK REDRESS FROM THAT OTHER PERSON AND NOT FROM RIC OR ANY OF ITS LICENSORS/SUPPLIERS, AND THAT YOU WILL NOT HOLD RIC OR ANY OF ITS LICENSORS/SUPPLIERS RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.
20. EXCLUSION OF DAMAGES:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL RIC, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS/SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES), WHETHER OR NOT SYC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SYC SITES AND/OR THE RIC SERVICES. IN NO EVENT SHALL RIC’S TOTAL LIABILITY TO USER UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $200. USER EXPRESSLY WAIVES ANY AND ALL RIGHT TO SEEK OR OBTAIN EQUITABLE OR INJUNCTIVE RELIEF RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES AND/OR THE USER MATERIALS (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY USE OF THE USER MATERIALS BY RIC). THE PARTIES ACKNOWLEDGE AND AGREE THAT SYC HAS ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN USER AND RIC, AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
21. EXPORT CONTROLS:
Software from the RIC Sites (the "Software") is further subject to United States export controls. No Software may be downloaded from the RIC Sites or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
22. GOVERNING LAW, JURISDICTION:
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION’S CONFLICT OF LAWS PRINCIPLES. THE SOLE VENUE AND JURISDICTION FOR DISPUTES ARISING FROM THIS AGREEMENT SHALL BE THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN ORANGE COUNTY, CALIFORNIA, AND USER AND SYC BOTH IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.
RIC shall have the right to assign this Agreement in whole or in part to any person or business entity. User may not assign User’s rights or delegate User’s obligations under this Agreement without the prior written consent of RIC.
All copyright infringement notifications to SYC in regards to any Content (including User Materials) on the RIC Sites must be made in accordance with the section entitled "NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT" contained in RIC’s Legal Notices.
All other notices, requests and other communications ("Communications") under this Agreement must be in writing and sent to RIC P.O. Box 8427 La Verne, CA 91750. Communications shall be deemed received:
- for Communications sent by registered or certified mail, postage prepaid, return receipt requested or by Federal Express or other reputable overnight courier service, on the date of receipt as indicated on the return receipt;
- for Communications sent by personal delivery, on the date of personal delivery; and
- for Communications sent by facsimile, upon transmission subject to telephone confirmation of receipt.
No other form of notice shall be accepted under this Agreement.
25. ENTIRE AGREEMENT:
26. STATUTE OF LIMITATIONS:
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
RIC reserves the right to change the terms of this Agreement from time to time in its sole discretion. In the event of such changes, RIC will post the changes on the RIC Sites and/or notify User via email. Also, RIC may ask User to review and consent to the changes at the time of User’s next account login or at the time of his/her next visit to the Site. By continuing to use any of the RIC Sites or RIC Services after such notice and consent, User agrees to be bound by the changes to this Agreement and the new terms of the Agreement shall govern all prior and future submissions of User Materials.
The following Terms of Sale apply to your use of all websites owned, controlled, operated or hosted (whether now or in the future) by RIC and/or its corporate affiliates, including but not limited to the [insert other names if applicable] websites and all related applications and services (collectively the “RIC Sites”).
Terms of Sale
Last Updated: [11/7/2013]
These Terms of Sale are subject to change by RIC from time to time. In the event of such changes, we will post the changes on the RIC Sites and/or notify you via email. Also, we may ask you to review and consent to the changes at the time of your next account login or at the time of your next purchase on or through any of the RIC Sites. Changes to these Terms of Sale shall apply to any purchases made after such notice and consent. Please review these Terms of Sale prior to each purchase so you will understand the terms applicable to such transaction. If you do not agree to these Terms of Sale, do not make any purchases on or through the RIC Sites.
PLEASE READ THESE TERMS OF SALE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
When a member signs up for the service, they may be offered either a single card or a monthly fee for unlimited cards where there is recurring billing every month based on the date of sign in.
Your membership will automatically be renewed at the end of the membership term unless: (1) you turn off the auto-renew feature prior to the expiration date of your then existing membership; or (2) you request a cancellation within three (3) days from the date your renewal payment has been accepted and processed (in which case you will receive a full refund of the renewal payment). NO REFUND will be given, whether in whole or in part, if you request a cancellation more than 30 days after your renewal payment has been accepted and processed, and your access to the Membership-based Features will continue only for the remainder of the renewed membership term. To cancel your membership renewal, please go to the “My Account” section of the RIC Site(s) where you have a membership account. Only one refund will be granted in any 12 month rolling period.Trial Periods
1.2 Trial Periods
In order to allow customers an opportunity to “sample” our products and services, occasionally we offer trial periods during which you will receive three (3) cards, and will have the ability to cancel your membership within a stated period of time and receive a full refund. If you do not cancel during the trial period, you will automatically be converted into a non-trial member upon expiration of the trial period. If you cancel after the trial period has ended, NO REFUND will be given, whether in whole or in part, and your access to the Membership-based Features will continue only for the remainder of the non-trial membership term. To cancel your trial membership, please go to the “My Account” section of the RIC Site(s) where you have a trial membership account.
1.5 SYC's Right to Terminate
RIC reserves the right to terminate your membership at any time for any breach or violation by you of the RIC Terms of Service. In the event of such termination, you will not be entitled to any refund of any unused portion of the membership fee previously paid by you.
2. A la Carte Purchases
No membership is necessary to purchase virtual goods, physical goods or material offered on a pay-per-download basis on the RIC Sites. For purchases of a la carte virtual goods, physical goods or pay-per-download material, we will bill you on an order-by-order basis, i.e., we will charge the purchase amount to your specified credit card/debit card when you click submit on the order or download page. For the avoidance of doubt, neither the term “physical goods” nor the term “pay-per-download material” will include online, streaming use of the RIC Premium Content described in Section 1.4 above (except for special orders and as otherwise noted by RIC).
All physical goods purchased on or through the RIC Sites will be shipped FOB Shipping Point. Title to such goods passes from RIC to you upon shipment. Subject to our return and exchange policies set forth in this Section 2.1, all purchases of physical goods on or through the RIC Sites are final, non-cancelable and non-refundable. You may return the following items within ten (10) days of delivery for a refund of the purchase price actually paid by you, subject to the terms and conditions set forth below: (1) new, unopened items in their original containers or packaging; and (2) defective or damaged items, or items delivered due to an error by RIC (each, a “Faulty Item”). However, we DO NOT accept returns of the following: (1) items returned more than 10 days after delivery; (2) items that have been opened, unless it is a Faulty Item; (3) items that have obvious signs of use; or (4) damaged items where damage occurred after your receipt of the item or during the return shipping. Except for Faulty Items, a 20% restocking fee may be applied to your return and you will be responsible for paying the return shipping costs. To return any item, you must call RIC’s customer service first for a return authorization number, and NO return will be accepted without a return authorization number.
In lieu of a refund, you may exchange a Faulty Item for the same item, provided that you return the Faulty Item with an exchange request within ten (10) days of delivery. Unfortunately, we cannot accept exchange of a Faulty Item for a different item. If you wish to purchase a different item, you may return the Faulty Item for a refund and place a new order for the item you wish to purchase.
2.2 Pay-Per-Download Material
With respect to any a la carte virtual good or pay-per-download material that you purchase on or through the RIC Sites, you acknowledge and agree that, upon making such material available to you (or to your intended authorized recipients) for download, RIC will have fully satisfied its obligation to deliver or otherwise provide such material, regardless of your or your recipients’ failure or inability to view, play, use or store such material. All purchases of a la carte virtual goods and pay-per-download material on or through the RIC Sites are final, non-cancelable and non-refundable, and no such material is returnable or exchangeable (except as expressly otherwise provided in these Terms of Sale or as otherwise determined by RIC in its sole discretion). For the avoidance of doubt, a la carte virtual goods and pay-per-download material is provided for your personal, non-commercial use only and remains the exclusive property of RIC.
3. Membership Enhancements
We may offer enhancements for your membership and/or a la carte purchase options. For example, we may offer an ad-free membership, a membership that includes bonus content, the option to download your own music, or the ability to download digital video files to your desktop for an additional fee. Such membership enhancements may be added for an additional NON-REFUNDABLE fee and may be cancelled at any time (provided that you will continue to have access to your purchased enhancements for the duration of your basic membership). You may renew your basic membership and choose not to renew your membership enhancements, but you may not renew membership enhancements without a basic membership.
4. General Provisions
4.1 Purchase Qualifications; Account Security
To make any purchase on or through the RIC Sites (including, without limitation, purchase of memberships, a la carte virtual goods, physical goods, and/or pay-per-download material), you must be a Registered User (as defined in the RIC Terms of Service) and comply with these Terms of Sale (including the RIC Terms of Service). You acknowledge that you are responsible for maintaining the security of, and restricting access to, your account and password, and you agree to accept responsibility for all purchases and other activities that occur under your account. RIC sells its products and services only to those who can legally make purchases with a credit card/debit card. If you are under 18 (but not younger than 13), you may make purchases on or through the RIC Sites only with the consent and supervision of a parent or guardian. No one under 13 is allowed to make any purchase on any of the RIC Sites or SYC Services. RIC reserves the right to refuse or cancel any customer order or terminate any customer account with RIC, at any time in its sole discretion (except as prohibited by law).
4.2 Payment Method and Terms
We accept Visa, MasterCard, American Express, and Discover credit cards and certain debit cards, as forms of payment. By submitting an order on or through the RIC Sites, you authorize RIC, or its designated payment processor, to charge the purchase amount (and in the event of a membership renewal, you authorize RIC, or its designated payment processor, to automatically charge the renewal amount) to the credit card/debit card account you specified. No purchase will become effective unless and until your payment has been accepted and processed. RIC reserves the right to report, investigate and prosecute to the fullest extent required or permitted under applicable law, any fraudulent, unauthorized or otherwise unlawful use of any credit card or debit card by any person on or through the RIC Sites.
You are responsible for any and all applicable sales, use and other taxes, duties, and governmental fees and charges payable in connection with your purchase made on or through the RIC Sites. If you do not pay such taxes or fees on a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable on such sale, and RIC reserves the right to collect or withhold such taxes or fees from you at any time.
4.4 Product and Service Availability; Errors
RIC may revise, discontinue or modify products or services offered on or through the RIC Sites, at any time without prior notice to you, If a product or service ordered by you is or becomes unavailable, RIC may decline or cancel your order (and issue you a refund if you have paid for the order), with no further liability or obligation to you. If a product or service ordered by you is or becomes unavailable, RIC may, in its sole discretion, offer to substitute your order with another product or service of equal or greater value, and will make such substitution only with your written or recorded consent.
While we strive to eliminate errors on the RIC Sites, we do not warrant that all products, services, information and content offered on the RIC Sites will be accurate, complete, reliable, current, or error-free. Unless expressly otherwise noted, all products, services, information and content offered on the RIC Sites are provided “as is” without warranty of any kind. In the event of an error by RIC in processing or delivering your order, RIC may, at its election: (1) correct such error and revise your order accordingly if necessary (including charging the correct price and billing you for any undercharged amount or refunding to you any overcharged amount, as the case may be); or (2) cancel your order affected by the error and issue a refund of the purchase amount actually paid by you for such order. By placing an order on or through the RIC Sites, you acknowledge and agree that, in the event of an error by RIC in processing or delivering your order, your sole remedy is to cancel your order and return the physical goods delivered (if any) for a refund of the purchase amount actually paid by you, all subject to RIC’s cancellation, return and refund policies set forth in these Terms of Sale.
ANY WARRANTY ON PRODUCTS OR SERVICES PURCHASED THROUGH ANY OF THE SYC SITES ARE PROVIDED BY THE ORIGINAL MANUFACTURER ONLY AND NOT BY RIC. RIC ITSELF MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES SOLD ON ANY OF THE RIC SITES.
ALL PRODUCTS AND SERVICES ON THE RIC SITES ARE PROVIDED OR SOLD "AS-IS" AND SYC DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. RIC CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF PRODUCTS OR SERVICES. RIC DOES NOT REPRESENT OR WARRANT THAT PRODUCTS, SERVICES OR ANY PART THEREOF, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT PRODUCTS OR SERVICES THAT ARE DOWNLOADED FROM THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES.
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 RIC.
4.7 Limitations on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL RIC OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION FOR ANY LOST PROFITS OR LOST DATA, ARISING FROM YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES ON THE RIC SITES, EVEN IF RIC IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, RIC'S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO SYC FOR THE PURCHASE OR USE OF ANY PRODUCT OR SERVICE ON THE RIC SITES, BUT IN NO CASE WILL RIC'S TOTAL LIABILITY TO YOU EXCEED $1,000.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
4.8 Governing Law; Venue and Jurisdiction
You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern your use and purchase of products and services and these Terms of Sale, and any dispute of any sort that might arise between you and RIC or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in the Los Angeles County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in the Los Angeles County, California.
YOU AND RIC AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF SALE OR THE SALE OF ANY PRODUCT OR SERVICE BY SYC SHALL BE FINAL AND BINDING ARBITRATION, except that, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, such other party may seek injunctive or other appropriate relief.
Any dispute regarding any aspect of this Agreement or any act which allegedly has or would violate any provision of this Agreement (“arbitrable dispute”) shall be submitted to arbitration in Orange County, California, before an experienced arbitrator licensed to practice law in California and selected in accordance with the rules of the American Arbitration Association, which shall also govern the arbitration, as the exclusive remedy for such claim or dispute. Any such arbitrable dispute must be raised by written notice to the other party within the period set by state and/or federal law as the statute of limitations governing discrimination claims. The costs of any such arbitration shall be shared equally by the parties. Should any party to this Agreement hereafter institute any legal action or administrative proceeding against the other with respect to any claim waived by this Agreement or pursue any arbitrable dispute by any method other than said arbitration, the responding party shall be entitled to recover from the initiating party all damages, costs, expenses, and attorneys’ fees incurred as a result of such action.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF SALE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE OR ANY RIC PRODUCTS OR SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to any products or services purchased by you on or through any of the RIC Sites be instituted more than three (3) years after the cause of action arose.
You agree to indemnify and hold RIC, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your purchase or use of any products or services offered on any of the RIC Sites, or any violation of these Terms of Sale or of any law or the rights of any third party.
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