TABLE OF CONTENTS
- Ownership Of Site Materials
- Your License To Use Materials On Our Site
- Copyrights And Other Intellectual Property And Related Complaints
- Information/Content You Submit
- Paid Services
- Acceptable Use Policy
- Membership & Registration
- Your Warranties
- User Interactions And Disputes
- Third Party Links And Content
- Linking Policy
- Software And Other Items Available For Download
- Disclaimer Of Warranties
- Disclaimers/Limitation Of Liability
- Term And Termination
- Location Of Site And Territorial Restrictions
- Governing Laws; Jurisdiction; Commencement Of Actions
- Entire Agreement, Termination And Modifications
OWNERSHIP OF SITE MATERIALS
Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Site (including past, present and future versions of the Site), including, without limitation: graphics; layout; text; instructions; images; audio; videos; designs; ringtones; wallpapers; games; contests; voting; technology; applications; widgets; artwork; information; data; designs; compilation; advertising copy; logos; domain names; Motherboard.tv, the Motherboard.tv logo, trademarks and services marks, and any other Motherboard.tv logos or product and service names that are trade identities of Motherboard (the "Motherboard Marks"); any and all copyrightable material (including source and object code); the "look and feel" of the Site; the compilation, assembly and arrangement of the materials of the Site; and all other materials related to the Site (collectively, the "Materials") are owned, controlled or licensed by Motherboard, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties. Except as expressly set forth in these Terms or otherwise expressly granted to you in writing by Motherboard, no rights (either by implication, estoppel or otherwise) are granted to you. Any and all rights to use any Materials not expressly granted to you under this Terms are hereby reserved for Motherboard and/or its parent, members, managers, subsidiaries affiliates or its licensors. Nothing contained in this Terms will affect, impair, or limit in any way Motherboard's rights to exploit fully any or all of the Materials.
You acknowledge and agree that you will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of the Materials, or take any action whatsoever in derogation of Motherboard's rights therein, or in breach of, any terms and conditions contained in this Terms. You acknowledge and agree that you will not acquire or claim any rights in the Materials, or aid or abet anyone else in doing so.
The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the prior written authorization of Motherboard, unless and except as is expressly provided in these Terms. Any unauthorized use of the Materials or Motherboard Marks without the prior written authorization of Motherboard is strictly prohibited.
To seek the written authorization of Motherboard for reproductions of Materials, please contact us at firstname.lastname@example.org.
YOUR LICENSE TO USE MATERIALS ON OUR SITE
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 Materials (except as may be a result of standard Internet browser or search engine use of the Site); (b) fail to follow the instructions provided on the Site in a "robots.txt" file or similar mechanism (to the extent that you provide standard search engine services to the public); or (c) 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 Materials in any way for any public or commercial purpose except as specifically permitted by these Terms or with the prior written consent of Motherboard.
Except as expressly set forth elsewhere in these Terms, nothing in these Terms will be interpreted to grant you, any right or license to enter into sublicenses or redistribution agreements with respect to any portion of the Materials or to otherwise rent, sell, lease, loan, transfer, assign, broadcast, upload to any computer or wireless device, sublicense, distribute or allow access to the Materials. You agree that you will not charge any person or entity to view, listen, play or otherwise access any Materials, or disseminate any Materials in any manner to the public (for free or for a fee).
COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY AND RELATED COMPLAINTS
You may not use the Site for any purpose or in any manner that infringes the rights of any third party. Motherboard encourages you to report any content on the Site that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Site infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.
In accordance with the Digital Millennium Copyright Act of 1998 (the ‚ÄúDMCA‚Äù) (full text at http://www.copyright.gov), Motherboard has a designated agent for receiving notices of copyright infringement and Motherboard follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Motherboard's copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. ¬ß 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Our copyright agent is Jesse Knight who may be reached by telephone at 718-599-3101; by e-mail at email@example.com or by postal mail at VBS, 97 North 10th Street, Unit 204, Brooklyn NY 11211.
NOTE: This contact information is for inquiries regarding potential copyright infringement only.
For inquiries regarding content that you believe may otherwise violate your rights, please see below.
If you believe that any content on the Site contains content that violate your rights other than copyrights, please provide Motherboard at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you. Please send your complaint regarding content on the Site to:
Name: Matt Heindl
Mailing address: Motherboard, 97 North 10th Street, Unit 204, Brooklyn NY 11211
Phone number: 718 233 6535
E-mail address: firstname.lastname@example.org
We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.
It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. We may provide the alleged infringing party with your e-mail address so that that person can respond to your allegations. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.
Motherboard will provide you with notice if your materials have been removed based on a third party complaint of alleged infringement of the third party‚Äôs intellectual property rights.
INFORMATION/CONTENT YOU SUBMIT
The Site may provide you and others with the opportunity to participate in blogs, comment areas, video uploads, and other communication functionality and may provide you with the opportunity, through such features or otherwise, to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Motherboard or the Site, including, without limitation, videos, photographs, writings, computer graphics, testimonials, pictures, data, questions, comments, suggestions or personally identifiable information (collectively, "User Content").
You grant to Motherboard the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify and create derivative works of, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content for any purpose whatsoever in all formats; on or through any media, software, formula or medium now known or later developed; and with any technology or devices now known or later developed and to advertise, market and promote the same. You further agree that Motherboard is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Site or Motherboard, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such User Content; or creating informational articles based on or advertising our products and services, and without obligation, remuneration or attribution of any kind to you or anyone else. You further perpetually and irrevocably grant Motherboard the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation, remuneration or attribution of any kind to you or anyone else. You further authorize Motherboard to publish your User Content in a searchable format that may be accessed by users of the Site and the Internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant Motherboard these licenses. Upon Motherboard's request, you will furnish Motherboard any documentation, substantiation or releases necessary to verify your compliance with these Terms.
You agree that Motherboard has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its rights to your User Content including, without limitation, by bringing and controlling actions in your name and on your behalf (at Motherboard's cost and expense, to which you agree to consent and irrevocably appoint Motherboard as your attorney-in-fact, with the power of substitution and delegations, which appointment is coupled with an interest). Moreover, Motherboard has the unfettered right (but not the obligation), in its sole discretion, to modify, edit, transmit over various networks, refuse, move, block access to, or remove any of your User Content. Motherboard might or might not post your User Content, and it is not required to do so. Also, Motherboard may discard or destroy your User Content at any time it chooses, without any notice or liability to you. You agree that you must evaluate, and bear all risks associated with, the use of any of your User Content including, without limitation, any reliance on the accuracy, completeness, or usefulness of your User Content. You understand that you may bear legal responsibility for others‚Äô exposure to any offensive, indecent, or objectionable content in your User Content.
You further acknowledge and agree that Motherboard does not and will not have any obligation to review, monitor, display, accept or exploit any User Content and Motherboard may, in its sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit User Content at any time without notice or liability to you or any other party. You understand that User Content need not be maintained on the Site by Motherboard for any period of time.
All of your User Content is your sole responsibility. This means that you, and not Motherboard, are entirely responsible for all User Content that you upload, post, e-mail, transmit or otherwise make available via the Site. If you post personal information to publicly available areas of the Site then you may receive unsolicited messages from third parties. Under no circumstances will we be liable in any way for any of User Content including, without limitation, any errors or omissions in User Content, or for any loss or damage of any kind incurred as a result of User Content.
Please note that, generally, your User Content will be accessible by other users of the Site. Please be sure that any of your User Content that you post on any publicly accessible portion of the Site (including any online diary entry or entries that you choose to share with others, either via the Site or by e-mailing the entry or entries to your friends or families) is information that you are comfortable sharing with others.
You acknowledge that Motherboard or its affiliated companies may be working on or developing materials similar or the same in nature to your User Content and that Motherboard or its affiliated companies may have received similar or the same materials from another party. Motherboard owes you no obligation for your User Content unless you and Motherboard enter a signed written agreement to that effect. If your User Content is subject to protection under intellectual property rights laws, you are responsible for seeking and securing any such protection that may be available to you. Any discussion or negotiations between you and Motherboard regarding your User Content does not constitute Motherboard's recognition of the novelty or originality of your user Content.
By express written direction on the Site, Motherboard may grant you the limited, revocable permission to engage in Viral Distribution as may from time to time be made available on the Site for such purpose. "Viral Distribution" means these personal uses only and only if there is express written permission on the Site to do so: (a) sending Materials or other Motherboard content to friends or acquaintances at no charge by e-mail or other forms of digital delivery; (b) reproducing copies of Materials for personal use; (c) posting and displaying a copy of Materials or other Motherboard content on a personal web site; or (d) posting and displaying a copy of the Materials or other Motherboard content on a third party web site that permits users to post content, so long as the posting is allowed pursuant to the third party site terms and conditions, and provided that the third party web site does not charge for access to those materials or associate those materials with products, services or advertising.
If expressly permitted on the Site, you may engage in Viral Distribution pursuant to these Terms, but you will not make any use of or license, distribute, reproduce, or otherwise exploit any part of the Materials without our express written permission. You agree not to engage in spamming or other unlawful or objectionable behavior in connection with any Viral Distribution.
The Site may provide certain Materials that you may choose to include in your personal web page or social networking profile page ("Personal Page") by pasting the HTML or other code provided by Motherboard and labeled as an embed code (or similar identifying label) ("Embed Code") into your Personal Page ("Widget"). For any Widgets that Motherboard makes available on the Site, Motherboard grants you a license, subject to the restrictions in these Terms and any applicable Additional Terms, to include the Embed Code as provided by Motherboard (without editing) for inclusion on your Personal Page only. You agree that you will not embed or otherwise make available a Widget on a web page or web site containing content that (i) is distasteful, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in Motherboard's sole opinion). As described below in the Disclaimer of Warranty section, Motherboard makes no specific warranties about Widgets and Motherboard may discontinue providing the services necessary for the Widgets to operate at any time for any reason without any liability to you. In addition, Motherboard may disable Widgets that you include on your Personal Page(s) if you violate these Terms (as determined by Motherboard in its sole discretion) or for any or no reason, without any liability to you. You agree that Motherboard's license grant to you to use Widgets on your Personal Page does not provide you with any intellectual property rights, including copyrights, in the Materials made available via any Widget. You agree to not make any commercial use of the Materials made available in a Widget, in whole or in part, nor to sell, lease, hypothecate, transfer, license, distribute, reproduce, encumber or otherwise exploit same, in whole or in part. You agree to include, and not remove or alter, Motherboard's trademark, copyright or other proprietary rights notices, as provided by Motherboard on the Widget, Widget code or Materials made available via a Widget and you agree to comply with Widget usage guidelines that may be provided by Motherboard from time to time. You agree not to circumvent (or in any way attempt to circumvent) the security or rights management features in the Widget or any component of the Widget (including any video player) that are designed to prevent users from copying, manipulating or retaining the Materials made available via the Widget. You also agree to not use (or attempt to use) the Widget or any component of the Widget to display content other than the Materials provided or intended by Motherboard to be displayed via a particular Widget.
Some of the services on the Site may require you to pay a fee, such as subscription services on the Sites, as described in the specific conditions included where those services, if any, are offered. The Site may offer one time fee-based services and subscription based services. Regardless of the type of service you purchase, you agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Motherboard does not provide price protection or refunds in the event of a price drop or promotional offering. We may occasionally offer promotional trial subscriptions to a paid service on the Site for free or at special discounted prices. If you sign up for a trial subscription, your subscription will be either 1) automatically renewed at the normal subscription rate in effect at the end of the trial period, unless you cancel at the required time before the end of the trial period; or 2) terminated, unless you successfully sign up for a paid subscription, depending on the terms of your trial subscription. If you have subscribed to a paid service on the Site, then by so subscribing you are entering into a legal and binding agreement between yourself, as an end user, and Motherboard to purchase that subscription.
ACCEPTABLE USE POLICY
You agree to not use Motherboard.tv to: (i) upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm minors in any way; (iii) impersonate any person or entity, including, without limitation, a Motherboard official or employee, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) forge e-mail, HTTP or other headers or otherwise manipulate IP addresses or other identifiers in order to disguise the origin of any content transmitted through the Motherboard.tv; (v) upload, post, e-mail or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload, post, e-mail or otherwise transmit any content that infringes, misappropriates or violates any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any party; (vii) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose, if any; (viii) upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (ix) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of Motherboard.tv are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; (x) interfere with or disrupt Motherboard.tv or its servers or networks connected to Motherboard.tv, or disobey any requirements, procedures, policies or regulations of networks connected to Motherboard.tv; (xi) intentionally or unintentionally violate any applicable local, state, national or international law, including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; (xii) "stalk" or otherwise harass another; or (xiii) collect or store personal information about other users.
MEMBERSHIP & REGISTRATION
Certain areas of the Site may require registration or may otherwise ask you to provide information to participate in certain features or access certain Materials or User Content. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain Materials or User Content or participate in certain features of the Site.
When you provide information to the Site, you agree to provide only true, accurate, current and complete information.
If you register with us, you accept responsibility for all activities that occur under your account or password and you agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the Site using your name in whole or in part. Motherboard reserves the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability.
You represent and warrant that: (i) you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms or, if you are a minor, your parent or legal guardian has approved your participation on this Site and has read and agreed to these Terms on your behalf; (ii) all information you provide to Motherboard is accurate and complete; (iii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms. You also agree that you will be responsible for obtaining and maintaining all modem, telecommunications equipment, computer hardware and other equipment needed for access to and use of the Site and you will be responsible for all charges related to that equipment.
USER INTERACTIONS AND DISPUTES
You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.
The Site may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor's requirements of you in connection with the applicable sweepstakes or promotion.
THIRD PARTY LINKS AND CONTENT
Motherboard grants you the revocable permission to link to the Site; provided, however, that your web site: (a) must not frame or create a browser or border environment around any of the content on the Site or otherwise mirror any part of the Site (except as explicitly permitted as described in the "WIDGET" section above); (b) must not imply that Motherboard or the Site is endorsing or sponsoring it or its products, unless Motherboard has given it prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in Motherboard's sole opinion, harm Motherboard or its products or services; (d) must not use any Motherboard trademarks without the prior written permission from Motherboard; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Motherboard's sole opinion), and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Site, you agree that you do and will continue to comply with the above linking requirements.
Notwithstanding anything to the contrary contained in these Terms, Motherboard reserves the right to prohibit linking to the Site for any reason in our sole and absolute discretion even if the linking complies with the requirements described above.
The Site may offer features and services that are available to you via your mobile phone or other mobile device. These features and services may include, without limitation, the ability to view Materials on the Site, upload content to the Site, receive messages from the Site, download applications to your mobile device or access Site features (collectively, the "Mobile Features"). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Fees and charges will appear on your mobile device bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. The instructions will typically require you to text a keyword (e.g., "STOP," "CANCEL," "END," "UNSUBSCRIBE," "QUIT," etc.) to the applicable short code for the Mobile Feature.
You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Motherboard or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify Motherboard of any changes to your mobile number and update your account(s) on the Site to reflect this change.
SOFTWARE AND OTHER ITEMS AVAILABLE FOR DOWNLOAD
Any items that we make available for download or use from the Site and/or our servers (the "Downloadable Items") are the copyrighted work of Motherboard or its licensors or suppliers. Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR DISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR DISTRIBUTION IS EXPRESSLY PERMITTED BY THE ADDITIONAL TERMS APPLICABLE TO SUCH DOWNLOADABLE ITEMS.
DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER MOTHERBOARD NOR ANY OF ITS MEMBERS, MANAGERS, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, VENDORS OR CONTRACTORS (COLLECTIVELY, "MOTHERBOARD PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITE; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITE; (C) THE WIDGETS OR DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITE; (F) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED ON THE SITE; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM MOTHERBOARD OR VIA THE SITE. IN ADDITION, THE MOTHERBOARD PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE MOTHERBOARD PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE FUNCTIONS CONTAINED ON IT WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR OTHER MALWARE. THE MOTHERBOARD PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITE IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY OR RELIABLE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE IS AT YOUR SOLE RISK. THE MOTHERBOARD PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE MOTHERBOARD PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. 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 THE SITE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.
THE MOTHERBOARD PARTIES DO NOT ENDORSE THE USER CONTENT, ARE NOT RESPONSIBLE FOR THE USER CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, PERSONS WHO MAY USE OR RELY ON SUCH USER CONTENT) FOR ANY LOSS, DAMAGE (WHETHER DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT OBTAINED THROUGH THE SITE.
DISCLAIMERS/LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL THE MOTHERBOARD 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 SITE; (B) THE MATERIALS; (C) THE DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE MOTHERBOARD PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE SITE'S TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, MOBILE PHONE OR OTHER MOBILE DEVICE, MODEM 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 MOTHERBOARD 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 (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE). IN NO EVENT WILL THE MOTHERBOARD 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 MOTHERBOARD PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED TEN UNITED STATES DOLLARS ($10.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF MOTHERBOARD'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 THE SITE OR ANY OTHER WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE MOTHERBOARD PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE SITE OR ANY OTHER WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE MOTHERBOARD PARTIES.
BY ACCESSING THE SITE, 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, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "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."
You agree to indemnify, defend (if requested by Motherboard) and hold the Motherboard Parties harmless from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys' fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your User Content; (b) your use of the Site or activities in connection with the Site; (c) your breach or anticipatory breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer or other device used to access the Site, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the Motherboard Parties' use of your information. You will cooperate as required by the Motherboard Parties in the defense of any claim. The Motherboard Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Motherboard Parties.
TERM AND TERMINATION
Motherboard reserves the right to terminate your access to and use of the Site and the Site components including, without limitation, Widgets, in its sole discretion, without notice and liability, including, without limitation, if Motherboard believes your conduct fails to conform with these Terms. Motherboard also reserves the right to investigate suspected violations of these Terms. Any violation of these Terms may be referred to law enforcement authorities.
Upon termination of your access to the Site, or upon demand from Motherboard, all rights granted to you under these Terms will cease immediately, and you agree that you will: (a) immediately discontinue use of the Site including use of any Widgets or links to the Site; (b) destroy all materials obtained from the Site and all related documentation; and (c) as applicable, pay any amounts owed to Motherboard in full within thirty (30) days from the date of such termination and continue to pay any other amounts owed under these Terms.
LOCATION OF SITE AND TERRITORIAL RESTRICTIONS
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Motherboard to any registration requirement within such jurisdiction or country. Motherboard controls and operates the Site from offices located in the Untied States and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing the Site from other locations does so on their own initiative and are responsible for compliance with United States', and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service or other feature described or available on the Site to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.
Software related to or made available by this Site may be subject to United States export controls. Thus, no software from this Site may be downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods ("Restricted Counties"); or (b) 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 ("Restricted Individuals"). By downloading any software related to this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any of the Restricted Countries and that you are not a Restricted Individual.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content.
GOVERNING LAWS; JURISDICTION; COMMENCEMENT OF ACTIONS
THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATE OF NEW YORK GOVERNING CONTRACTS ENTERED INTO AND TO BE FULLY PERFORMED IN THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SITE, THE USE OR ACCESS THEREOF, OR THESE TERMS MUST BE IN THE STATE OR FEDERAL COURTS LOCATED IN WHICHEVER OF THE FOLLOWING THREE COUNTIES ARE GEOGRAPHICALLY NEAREST TO YOUR PRIMARY PLACE OF RESIDENCE: COOK COUNTY, ILLINOIS; MANHATTAN COUNTY, NEW YORK; OR LOS ANGELES COUNTY, CALIFORNIA ("DETERMINED VENUE"). YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS LOCATED IN THE DETERMINED VENUE FOR ANY SUCH LEGAL PROCEEDING. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THE SITE MUST BE COMMENCED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
The failure of Motherboard to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Motherboard's rights with respect to such breach or any subsequent breaches. No waiver by Motherboard of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Motherboard. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. Motherboard may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without Motherboard's prior written consent. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against Motherboard by virtue of having drafted them
ENTIRE AGREEMENT, TERMINATION AND MODIFICATIONS
These Terms, as amended from time to time, constitutes the entire agreement that governs your use of Motherboard.tv and supersedes any prior agreements between you and Motherboard.
Motherboard reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials, information or content available on the Site, without limitation, in whole or in part, including the cessation of all activities associated with the Site, with or without notice. You agree that Motherboard will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or any part thereof. Motherboard also reserves the right to charge for use of the Site, in whole or in part, and to change its fees from time to time in its discretion.
Motherboard reserves the right to modify or add to these Terms at any time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on this web site so that they are accessible via a link on the home page, and that your use of the web site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the web site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the web site from that point forward.