PLEASE READ THESE TERMS OF USE (COLLECTIVELY WITH BOXEE, INC.’S PRIVACY POLICY, AT http://www.boxee.tv/privacy, AND DMCA COPYRIGHT POLICY, AT http://www.boxee.tv/copyright, THE "AGREEMENT" OR THE "TERMS OF USE") FULLY AND CAREFULLY BEFORE USING THE SERVICES OFFERED BY BOXEE, INC. ("BOXEE"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.BOXEE.TV (TOGETHER WITH ANY RELATED PAGES AND SUBDOMAINS, THE "SITE") AND ALL SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY BOXEE (COLLECTIVELY WITH THE SITE, THE "SERVICES").
Acceptance of Terms.
By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Use and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
Eligibility.
The Service is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or if you are using the Services or registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use. Boxee may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Use or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
Registration.
You may browse the Site without registering, but as a condition to using certain aspects of the Service, you may be required to register with Boxee and select a password and screen name ("User ID"). You shall provide Boxee with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Boxee account. You shall not (i) select or use as a User ID a name of another person with the intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID a name that is otherwise offensive, vulgar or obscene. Boxee reserves the right to refuse registration of, or cancel a User ID in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Boxee password. You may never use another user's account without such other user's express permission. You must immediately notify Boxee in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
Content.
For purposes of these Terms of Service, the term “Content” includes, without limitation, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
Content You Use.
You agree that the Service contains Content specifically provided by Boxee, its partners, or its users, and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
Subject to these Terms of Use, Boxee grants each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to access and display locally) the Content, solely for personal, non-commercial purposes and solely as intended through the provided functionality of the Services. You shall not download any Content unless you see a “download” or similar link displayed by Boxee on the Services for the Content. Use, reproduction, modification, distribution or storage of any Content for other purposes, including for other than your personal, non-commercial use, is expressly prohibited without prior written permission from Boxee, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
User Content.
The Services provide you with the ability to add, create, upload, submit, distribute, post, stream to devices, manage, view or access ("Submitting," “Submitted” or "Submission") Content (collectively, the "User Content"). All User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk, that Boxee cannot guarantee the identity of any other users with whom you may interact in the course of using the Services, and you will be solely responsible for any damage or loss to you or any other party resulting from the foregoing.
By Submitting User Content on the Site or otherwise through the Services, you:
acknowledge that you are publishing that User Content, and that you may be identified publicly by your User ID in association with any such User Content;
hereby do and shall grant Boxee a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and Boxee's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive license to access your User Content through the Site and the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content solely for personal, non-commercial use. For clarity, the foregoing license grants to Boxee and its users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing;
represent and warrant that you have all rights to grant such licenses to Boxee and its users without infringement or violation of any third party rights, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Content to the Service; and
agree that Boxee shall have the right (but is not obliged to) to delete, edit, modify, reformat, excerpt, or translate any materials, Content or information submitted by you.
You may delete or remove your User Content, either yourself or through a request made to one of our employees or affiliates. When your User Content is deleted, it will be removed from the Services. However, you understand that any removed User Content may persist in backup copies for a reasonable period of time (but will not following removal be shared with others).
Rules and Conduct.
As a condition of use, you promise not to use the Services for any purpose that is prohibited by the Terms of Use. You are responsible for all of your activity in connection with the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
you know is false, misleading, untruthful or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Boxee in its sole discretion;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
involves commercial activities and/or sales without Boxee's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Boxee or any third party;
impersonates any person or entity, including any employee or representative of Boxee;
includes anyone’s identification documents or sensitive financial information; or
breaches the Privacy Policy and/or any of the other policies and rules incorporated herein.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Boxee in its sole discretion) an unreasonable or disproportionately large load on Boxee's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Boxee may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site or Services; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of Boxee’s guidelines and policies.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
Boxee does not guarantee that any Content or User Content (as defined below) will be made available on the Site or through the Services. Boxee has no obligation to monitor the Site, Services, Content, or User Content. However, Boxee reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Content, from the Site or Services at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Boxee is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Content from the Service. Boxee also reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
Special Terms for Developers.
If you are a developer or operator of any application or service that uses Boxee’s application program interface(s) you also agree to Boxee’s API Terms of Service, at http://developer.boxee.tv/API_Terms_of_Service.
Third Party Sites and Services.
The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site or Services. When you access third party websites, you do so at your own risk. These other websites are not under Boxee's control, and you acknowledge that Boxee is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Boxee or any association with its operators. You further acknowledge and agree that Boxee shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
Termination.
Boxee may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Warranty Disclaimer.
Boxee has no special relationship with or fiduciary duty to you. You acknowledge that Boxee has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Boxee from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Boxee makes no representations concerning any Content contained in or accessed through the Services, and Boxee will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Services.
THE SITE, SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. BOXEE, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): BOXEE MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SERVICES OR ANY WEBSITE LINKED TO THE SERVICES. Boxee will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Boxee's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
Indemnification.
You shall defend, indemnify, and hold harmless Boxee, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all losses, costs, actions, liabilities, claims, damages and expenses, including reasonable attorneys' fees and legal costs, that arise from or relate to your use or misuse of, or access to, the Site, Services, Content or otherwise from your User Content, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Boxee reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Boxee in asserting any available defenses.
Limitation of Liability.
IN NO EVENT SHALL BOXEE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE.
Dispute Resolution.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Boxee agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section. This paragraph does not apply to users based in any country of the European Union or Australia.
Modification of Terms of Use.
Boxee reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, by email or by another appropriate means of electronic communication. Boxee may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
Integration and Severability.
These Terms of Use are the entire agreement between you and Boxee with respect to the Services and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Boxee with respect to the Services. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Miscellaneous.
Boxee shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Boxee's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Boxee's prior written consent. Boxee may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. Unless otherwise specified in these Terms of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Solely in respect of users located in the European Union and/or Australia, in respect of these Terms of Use and your use of this Site, Service, Content, User Submissions or Add-to Link, nothing in these Terms of Use shall be deemed to grant any rights or benefits to any person, other than us and you (and our and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and we and you agree that we do not intend that any provision of these Terms of Use should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.
Where Boxee has provided you with a translation of the English language version of these Terms of Use, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Boxee. If there is any contradiction between what the English language version of these Terms of Use says and what a translation says, then the English language version shall take precedence. The section and paragraph headings in these Terms of Use are for convenience only and shall not affect their interpretation.
Contact.
You may contact Boxee at the following address: 122 West 26th Street, 8th Floor, New York, NY 10001, or by email at privacy@boxee.tv.
Effective Date: August 8, 2011
