SERVICE AND SALES TERMS FOR SYNCTV
These Service and Sales Terms for SyncTV, plus all updates, additional terms, rules and policies, end user license agreements, and other terms and conditions applicable to the use of SyncTV (collectively, the “Agreement”), together make up an enforceable legal agreement between you (“You” or “Your”) and SyncTV Corporation (“SyncTV”). Additional terms and conditions may apply when You buy, rent or subscribe to certain content. “SyncTV Content” applies to the purchase of content for download, purchase of rentals, subscriptions and other temporary or limited access to content, and acquisition of content provided by SyncTV free of charge.
Using SyncTV means that you accept ALL terms and conditions of this Agreement as well as the SyncTV End User License Agreement for SyncTV apps (http://synctv.com/legal/eula). You may not use SyncTV unless You agree to follow these terms and conditions. Written electronic approval is not required for this Agreement to be valid and enforceable. If You do accept the whole Agreement, You are not authorized to use SyncTV. The SyncTV service to which this Agreement applies enables You to purchase download, subscription and rental content for use in the United States, depending on the content. SyncTV is available for individuals aged 13 years or older. If You are 13 years or older but under the age of 18, please review this Agreement with Your parent or guardian to make sure that Your parent or guardian understands these terms and conditions.
1.1 System Requirements. SyncTV requires a computer with certain software (including the SyncTV application), a compatible operating system, and Internet access, and will require obtaining updates or upgrades from time to time. You understand that such system requirements, which may be changed, are Your responsibility. Upgrades to the latest version of the SyncTV application may be needed to download SyncTV Content or to take advantage of new SyncTV features. The latest version of the SyncTV application is available for download free of charge, subject to acceptance of the latest End User License Agreement. Once SyncTV Content is delivered, it is Your responsibility not to lose, destroy, or damage it. SyncTV and its licensors will not be liable to You in the event of any loss, destruction, or damage of SyncTV Content.
1.2 Account. As a registered user, You will establish an account (“Account”) that You must keep confidential and secure. Do not give Account information to anyone. You are fully responsible for all activities that occur on or through Your Account and You agree to notify SyncTV immediately if there is any unauthorized use or any other breach of security. SyncTV will not be responsible for any losses arising out of the unauthorized use of Your Account. You agree to provide accurate, current, and complete information (“Information”) when registering with SyncTV and as needed later on to maintain and update Information. SyncTV may terminate Your use of SyncTV if any Information is false, inaccurate or incomplete. You agree that SyncTV may store and use the Information (including credit card and PayPal account information) to maintain Your Account and bill fees to Your credit card or PayPal account.
1.3 Security. You understand that the SyncTV service and SyncTV Content purchased through it include a security framework using digital rights management (DRM) technology limiting Your use of SyncTV Content to certain usage rules established by SyncTV and its licensors. You agree to comply with these Rules of Use, explained below, and not to violate or attempt to violate any security components. Rules of Use may be controlled and monitored by SyncTV for compliance purposes. SyncTV reserves the right to enforce the Rules of Use with or without notice. You will not access or attempt to access any Account that isn’t Yours. You agree not to modify the SyncTV application in any way, or use modified versions of the SyncTV application for any invalid purposes such as obtaining unauthorized access to SyncTV. You will not directly or indirectly circumvent, reverse engineer, decompile, disassemble, or otherwise tamper with any security technology or software that is part of the SyncTV application, SyncTV Content, or any SyncTV-certified device or PC software, or distribute, transmit, publicly display, publicly perform, modify, rent out, sell, or create derivative works of the SyncTV application or SyncTV Content. Violations of application, content, system or network security may result in civil or criminal liability. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to Your use of SyncTV.
1.5 Objectionable Material. You understand that You may encounter content You find offensive, indecent, or objectionable. You agree to use SyncTV at Your own risk and that SyncTV and its licensors will have no liability for offering content that You do not like. Content types and descriptions are provided for convenience and You acknowledge that SyncTV and its licensors do not guarantee their accuracy.
1.6 Termination. If You fail to comply with any provisions of this Agreement, or SyncTV reasonably suspects that You have failed to comply, SyncTV may, at its sole discretion and without notice to You, do one or more of the following: (i) terminate this Agreement and/or Your Account (You will remain liable for all amounts due under Your Account); (ii) terminate the license to the SyncTV application; and (iii) cut off access to SyncTV. SyncTV reserves the right to modify, suspend, or discontinue SyncTV (or any part of it) at any time with or without prior notice to You. If SyncTV, in its sole discretion, chooses to change any part of or modify, suspend or discontinue the SyncTV service, You acknowledge that You may no longer be able to use SyncTV Content to the same extent as before, and that SyncTV will have no liability to You in such case.
1.7 Intellectual Property Rights. The SyncTV service, application and website, including without limitation all software, copy, graphics and clips, is owned by SyncTV Corporation and/or its licensors and is protected by applicable intellectual property laws. No part of the SyncTV application or website may be reproduced in any form or by any means, in whole or in part. You agree not to modify, rent, lease, loan, sell, distribute, create derivative works from, or exploit in any unauthorized way the SyncTV service, application or website. Your use of SyncTV except as permitted by this Agreement is strictly prohibited and would infringe on the intellectual property rights of others. Unauthorized use may expose You to civil and criminal penalties, including possible money damages. SYNCTV and the SyncTV logo are United States trademarks or registered trademarks of SyncTV Inc. Other trademarks, service marks, graphics, and logos used in connection with SyncTV are trademarks of their respective owners.
1.8 Content Removal, Disabling. SyncTV and its licensors reserve the right to change, suspend, remove, or disable access to any Content or other materials on SyncTV at any time without notice. SyncTV may disable the ability to use unlawfully obtained Content. In no event will SyncTV be liable to You for the removal of or disabling of access to any such Content under this Agreement. Additionally, SyncTV may impose limits on the use of or access to certain features or portions of SyncTV without notice or liability. If Your access to rental or subscription Content is disabled for reasons not due to fault by You, your exclusive remedy will be to receive a prorated refund of the remainder of the subscription month or rental period.
1.9 Third-party Materials or Websites. SyncTV Content and services include materials from third parties. SyncTV may also provide links to third party websites solely as a convenience to You. You understand that SyncTV is not responsible for the content of third-party material or websites.
1.10 Notices. SyncTV may send You notices regarding SyncTV by email, U.S. Mail to the contact address listed in Your Account Information, or by a posting notices on the SyncTV website. All such notices will become effective immediately.
2. SyncTV Content
2.1 Use; Taxes; Prices. SyncTV Content is for personal end use only and not for resale. All sales are final. Purchase prices include state or provincial sales tax and VAT, as applicable, based on the state or province in which the bill-to address is located. SyncTV reserves the right to change prices at any time and does not offer price protection or refunds.
2.2 Rental; Subscription; Purchase. SyncTV Content is currently offered in three ways: Rentals, Subscriptions and Purchases. All three methods of access are subject to the Rules of Use, below, and all three require the download of SyncTV Content to a computer authorized for Your Account in order to be played. Rental SyncTV Content is available for play for seven days from the time of purchase. Subscriptions enable You to play all episodes of the show or channel to which You have subscribed that are available through SyncTV, during the time that Your subscription is active. Subscriptions are monthly and renew automatically unless You cancel the subscription before the end of the current subscription month. Once a subscription terminates, SyncTV Content from that show or channel will no longer play. Purchases may be retained and played subject to the Rules of Use and are distributed without expiration dates. Rules of Use are subject to change at any time and You will be limited by and obligated to follow whatever changes are made in Rules of Use.
2.3 Payment. Prices and availability of SyncTV Content are subject to change. You may purchase, subscribe to or rent SyncTV Content using a valid Visa, MasterCard, American Express or Discover credit card belonging to You or payment through Your PayPal account. SyncTV may obtain pre-approval from the credit card company or PayPal for an amount up to the amount of the purchase price. Billing occurs at the time the transaction is made. SyncTV does not accept credit cards issued by banks outside of the United States. Debit cards and check cards have daily spending limits that may prevent certain purchase amounts. You agree to pay for all SyncTV Content You buy, rent or subscribe to through SyncTV, and that SyncTV may charge Your credit card or PayPal account for all SyncTV Content delivered to you (other than SyncTV Content made available by SyncTV free of charge), and any additional amounts (including any taxes and late fees, as applicable) accrued by You or in connection with Your Account. You are responsible for the timely payment of all fees and for providing SyncTV with a valid credit card or PayPal account. You understand that Your electronic submissions represent Your agreement and intent to be bound by this Agreement and to pay for SyncTV Content. Technical problems may sometimes delay or prevent delivery of SyncTV Content. Your exclusive and sole remedy with respect to any SyncTV Content that is not delivered within a reasonable time will be a refund of the price paid.
3. RULES OF USE.
3.1 Use Limits. You may use SyncTV Content only for personal, noncommercial use on authorized computers at any time. Any public performance or display of SyncTV Content is strictly prohibited. The delivery of SyncTV Content does not give You any commercial or promotional use rights. Any exporting capabilities do not constitute a grant, waiver, other limitation of any rights of the copyright or publicity rights owners in any content, video recording, sound recording, underlying musical composition, or artwork embodied in any SyncTV Content. While SyncTV has designed its system to enable play of SyncTV Content on authorized, SyncTV-certified consumer electronics devices, whether and when such SyncTV-certified CE devices become available to consumers depends on the independent decisions of CE manufacturers to include SyncTV functionality.
3.2 Acceptance of Rules. These Rules of Use, in addition to any other terms or rules that may accompany certain Purchases, cover Your rights with respect to Purchases. Your acceptance of Purchases indicates your agreement to use them solely in compliance with these Rules of Use and your acknowledgement that any other use of Purchases may be a copyright infringement or violate other laws. The security technology is an inseparable part of the SyncTV Content. SyncTV reserves the right to modify these Rules of Use at any time, effective immediately.
4. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY; WAIVER AND INDEMNITY
4.1 Warranty Disclaimer. YOU EXPRESSLY AGREE THAT YOUR USE OF OR INABILITY TO USE SYNCTV IS AT YOUR SOLE RISK. SYNCTV AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH IT ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. NO ADVICE OR INFORMATION PROVIDED BY SYNCTV, WHETHER ORAL OR WRITTEN, WILL CREATE ANY WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNCTV AND ITS LICENSORS DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO PART OF OR THE ENTIRE DISCLAIMER OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. SYNCTV DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SYNCTV WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT SYNCTV MAY SUSPEND ITS SERVICE FOR INDEFINITE PERIODS OR DISCONTINUE THE SERVICE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. SYNCTV DOES NOT REPRESENT OR GUARANTEE THAT SYNCTV WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY BREACHES AND DISCLAIMS ANY LIABILITY FOR SUCH BREACHES. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ALL SYNC TV CONTENT.
4.2 Limitation of Liability. TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT SYNCTV CORPORATION, ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS AND CONTRACTORS WILL NOT BE LIABLE IN CONNECTION WITH SYNCTV, YOUR USE OF OR INABILITY TO USE SYNCTV, SYNCTV CONTENT, OR THIS AGREEMENT OR ITS SUBJECT MATTER, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. SOME JURISDICTIONS DO NOT ALLOW EXCLUDING OR LIMITING LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO IN SUCH JURISDICTIONS, LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT WILL THE TOTAL LIABILITY OF SYNCTV, INC., ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS AND CONTRACTORS TO YOU FOR ALL DAMAGES, UNDER ANY THEORY OF RECOVERY, EXCEED $50.00.
4.3 Waiver and Indemnity. BY USING SYNCTV, YOU AGREE TO INDEMNIFY AND HOLD SYNCTV CORPORATION, ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS AND CONTRACTORS HARMLESS WITH RESPECT TO ANY CLAIMS, DAMAGES AND LIABILITIES ARISING OUT OF YOUR VIOLATION OF ANY TERM OR CONDITION IN THIS AGREEMENT AND ANY INVESTIGATIVE ACTION TAKEN WHEN THERE ARE GROUNDS TO SUSPECT A VIOLATION. WITHOUT LIMITING THE FOREGOING, YOU WAIVE THE RIGHT TO SUE OR RECOVER ANY DAMAGES FROM SYNCTV, INC., ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS AND CONTRACTORS IN CONNECTION WITH THE SUSPENSION OR TERMINATION OF YOUR ACCESS TO SYNCTV OR PURCHASES OR ANY LAWFUL ACTION TAKEN DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF FINDING THAT A VIOLATION HAS OCCURRED.
5. GENERAL TERMS.
5.1 Enforcement. SyncTV may take steps reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that SyncTV has the right, without liability to You, to disclose any Account information to law enforcement authorities, government officials, and/or a third party, as SyncTV believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement or to comply with any law, regulation or court order. You agree that any violation of the restrictions in this Agreement would cause SyncTV irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which SyncTV may be entitled, You agree that SyncTV may seek specific performance of this Agreement and/or injunctive relief to prevent the actual, threatened or continued breach of these Agreement terms.
5.2 Choice of Law; Court Location; Time Limit on Claims. This Agreement and all issues arising out of it are governed by the laws of the State of California, excluding choice of law principles, applicable to agreements entered into and performed entirely within California. You irrevocably consent to jurisdiction and venue in Santa Clara County, California, for any controversy, claim or dispute. Application of the United Nations Convention on Contracts for the International Sales of Goods is expressly excluded. Notwithstanding any statute, law or regulation to the contrary, You understand and agree that any claim or cause of action arising out of or related to this Agreement or Your use of SyncTV must be filed within one year after the claim or cause of action arose. You further agree not to bring claims on a representative, class member basis, or as a private attorney general. In the event of any suit or other proceeding with respect to the subject matter hereof, the prevailing party will be entitled to recover attorneys’ fees in addition to such other relief as the court may award.
5.3 Severability; Waiver; No Assignment. If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, that provision will be enforced to the extent possible or, if incapable of enforcement, deemed to be severable from this Agreement, and the remainder of which will continue in full force and effect. The waiver of any default or breach will not waive any other or subsequent default or breach by You. You may not assign, sell, delegate or otherwise transfer this Agreement or any rights or obligations under it without SyncTV’s prior written consent.
5.4 Changes. SyncTV reserves the right, at any time and without prior notice, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms and conditions (collectively, “Additional Terms”) on Your use of SyncTV. Additional Terms will become effective immediately upon giving notice as provided above. Your continued use of SyncTV will mean Your acceptance of any and all such Additional Terms.