Please read this Agreement carefully before proceeding. By creating a user account, you agree to abide by the terms and conditions set forth in this Agreement. If you do not wish to be bound by this Agreement, you are not authorized to create a user account, and shall not be permitted to post any content to the Website. Additionally, by agreeing to the terms and conditions herein, you represent and warrant that you are not a minor in your state of residence and have the right, authority and capacity to enter into this Agreement.
IF YOU ARE A MINOR IN YOUR STATE OF RESIDENCE, AND ARE UNDER THE AGE OF 13, YOU ARE NOT PERMITTED TO CREATE A USER ACCOUNT.
A. Content; Monitoring. As part of the Website's services, by creating a user account you will be able to post written content and comments ("Content") to the Website. You shall be the owner of, and shall therefore have full responsibility for, the content you choose to submit. You acknowledge and agree that we do not and shall not have any obligation to review Content, and that we cannot assure that defamatory, unlawful, or fraudulent Content will not appear on the Website. However, you acknowledge and agree that we have the right to examine each submission of Content, and that we may remove, alter, edit, modify, rearrange or refuse to post any Content that you submit or post to the Website, in whole or in part, for any or no reason, at our sole discretion. Furthermore, you agree that we shall not have any obligation to use, post or display any Content provided by you, at our sole discretion.
B. Personal Information. In order to provide you with a full range of services, we will collect information from you that identifies you personally, such as your name and email address. You agree that such information provided to us is accurate, complete and current. You agree that you will be the sole user of the account you create, that it is your information that has been provided to us, and that you will be responsible for any unauthorized use of your account. Furthermore, if you discover that an unauthorized person is using the account to access and post content to the Website, you agree to notify us immediately, in writing. You agree that, in order to protect our interests, we have the right to take any and all action available and permitted by law, including, without limitation, criminal prosecution.
C. Ownership and Intellectual Property Rights. By posting Content to the Website, you warrant and represent that the Content is original and owned by you, will not be copied in whole or in part from any other work (unless authorized by the owner of such work), that the use of the Content on the Website as contemplated hereunder will not infringe upon the rights of any person or entity, including without limitation, copyrights, trademarks, rights of publicity, rights of privacy, trade secrets, trade dress or other intellectual property rights, and that you have not entered into any agreements with any third parties that would interfere with our contemplated use.
D. Prohibited Material. You agree not to post, link to, or otherwise submit to the Website any Content that:
(i) is illegal, fraudulent, defamatory, or libelous;
(ii) infringes any patent, copyright, trademark, right of publicity, right of privacy, trade secret, trade dress or other intellectual property rights of any party;
(iii) is designed or has the capacity to interrupt, destroy or limit the functionality of the Website or any portion or section thereof;
(iv) is patently pornographic in nature, in that it graphically and explicitly depicts sexual acts;
(v) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or which harasses or harms, or advocates the harassment or harming of another person;
(vi) involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming", or solicits personal information from other visitors to the Website;
(vii) links to materials or other content, directly or indirectly, to which the user posting such material does not have a right to link;
You acknowledge that Content posted to this the Website may be subject to size and usage limitations, and that you are responsible for adhering to such limitations.
E. Right to Use. By posting Content to the Website, you automatically grant, and represent and warrant that you have the right to grant, to us a non-exclusive, worldwide, perpetual, irrevocable, assignable, fully paid, royalty-free, license to use, copy, modify, adapt, publish, make, sell, create derivative works of or incorporate into other works such Content, derive revenue or other remuneration from, communicate to the public, distribute, perform or display such Content (in whole or in part) and/or to incorporate such Content in other works in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing through multiple tiers of sub-licensees, including the right to exercise the copyright, publicity, and any other rights over any of the materials contained in such Submissions for any purpose, including for purposes of advertising and publicity on the Website and elsewhere. No submission of Content shall impose any obligation on midplay, whether of attribution or otherwise, and midplay shall not be liable for any use or disclosure of any such Content.
A. Website Content. Copyrights, trademarks, brand names, trade dress and all other intellectual property rights in and to all content appearing on the Website, including, without limitation, logos, displays, pictures, graphics, section titles and text, shall be the sole and exclusive property of Midplay, and shall be protected by the laws of the United States and/or other countries. You agree not to reproduce, display, distribute, publish or otherwise exploit the content of the Website, or any part or portion thereof, for any commercial purpose, and you agree that your use of the Website shall be solely for non-commercial purposes.
B. Notice and Takedown. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Website by any other user in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (i) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on such copyright owner's behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. We suggest that you consult your legal advisor before filing a notice with our copyright agent. Please note that there can be penalties for false claims under the DMCA.
We, third parties, and/or other users may provide links to other websites of possible interest to you. Because we have no control over unaffiliated websites, you acknowledge and agree that we are not responsible for the availability of such websites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites. You also acknowledge and agree that we 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 content, advertising, services, products, or other materials on or available from such websites. All such websites shall be subject to the policies and procedures of the owner of such websites.
DISCLAIMER OF WARRANTIES
A. YOU ACKNOWLEDGE AND AGREE THAT MIDPLAY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, CORRECTNESS, COMPLETENESS OR USEFULNESS OF ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS) APPEARING ON THE WEBSITE AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS) APPEARING ON THE WEBSITE OR GENERALLY FOR THE ACCURACY, RELIABILITY, OR QUALITY OF ANY SUCH CONTENT. MIDPLAY DOES NOT ENDORSE ANY OPINION, ADVICE, OR STATEMENT OR OTHER MATERIAL CONTAINED IN ANY USER GENERATED CONTENT, AND SUCH CONTENT DOES NOT IN ANY WAY REFLECT THE OPINION, ADVICE OR STATEMENTS OF MIDPLAY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MIDPLAY OR THROUGH THE WEBITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
B. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL MIDPLAY BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT (INCLUDING WITHOUT LIMITATION ANY CONTENT SUBMITTED BY OTHER USERS) OBTAINED THROUGH THE WEBSITE OR CAUSED BY THE CONDUCT OF VISITORS TO THE WEBSITE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, MIDPLAY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO YOU, EITHER EXPRESS OR IMPLIED. SPECIFICALLY, MIDPLAY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY
A. IN NO EVENT SHALL MIDPLAY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENCIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE.
B. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENCIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 4 OR 5 HEREOF MAY NOT APPLY TO YOU.
You shall indemnify, defend and hold us harmless from and against any actually suffered liability, damages, costs, expenses, fees (including reasonable attorney's fees) or losses to the extent resulting from third party claims, suits, actions or complaints arising out of your breach of this Agreement or representations hereunder. You agree that under no circumstances will we be liable in any way for the accuracy, reliability, or quality of any Content, and that you shall hold us harmless for (i) any errors or omissions in any Content posted by you, or (ii) any loss or damage of any kind incurred as a result of the use of any Content posted by you.
You acknowledge and agree that the Website is for your personal use only and no portion of the Website may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
When you visit this Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Governing Law; Venue
You acknowledge and agree that this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, excluding conflict of laws provisions thereof that would indicate the application of the laws of any other jurisdiction and you hereby submit to exclusive jurisdiction in the federal and state courts of New York. You agree to receive service of process through e-mail, certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement may be assigned by us, in our sole discretion, to a third party. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement will survive termination or expiration to the extent necessary to carry out the intentions of the parties.
If you have any questions or concerns regarding the Website, please contact us by e-mail at webmaster / AT / midplay.com.