Acceptance of Terms
Licensor and its subsidiaries and affiliates provide the UTPlayer.com website (the "Site") and any services available on the Site to you subject to these Terms. These Terms constitute a binding legal agreement between you and Licensor regarding your access and use of the Site and any services. Please read this Agreement carefully. By accessing or using the Site or a service, you accept these Terms and any modifications that may be made to the Terms from time to time. If you do not agree to any provision of these Terms, you should not use the Site or any of the products or services contained therein.
Description of Services
Through its Site, Licensor provides you with access to a variety of resources, including tools, download areas, premium content, communication forums and product information (each, a "Service" and collectively, "Services"). You understand and agree that the Services may include advertisements and that these advertisements are necessary for Licensor to provide the Services to you free of charge. The Services, including any updates, enhancements, or new features, are subject to these Terms. You must be at least 18 years of age to access and use the Site and any Service. By using the Site or any Service, you represent that you are at least 18 years old. Licensor reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Licensor shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
2. Proprietary Rights; Limited License
Unless otherwise indicated, all Site materials, including, without limitation, Licensor's logos, and all text, designs, graphics and other files, and the selection and arrangement thereof, are the proprietary and copyrighted property of Licensor or its contributors or licensors. Subject to these Terms, Licensor grants you a limited license to make personal, informational, non-commercial use of this Site. You may view and electronically copy and print to hard copy portions of this Site for the sole purpose of using materials it contains for personal, informational, non-commercial use only. Any other use of this Site or the materials contained herein without the prior written permission of Licensor is strictly prohibited, including, without limitation: (a) any resale or commercial use of this Site or its content or Services; (b) the retransmission, rebroadcasting or other distribution, display or publication of any information contained in this Site or the Services; (c) making derivative uses of this Site and its contents, including the Services; (d) use of any data mining, robots or similar data-gathering or data extraction methods; (e) downloading (other than the page caching) of any portion of this Site or any information contained on this Site, except as expressly permitted on this Site; or (f) any use of this Site or Services other than for their intended purpose. Products, processes or technology described in this Site may also be subject to other intellectual property protection as well, and all rights therein are reserved by Licensor. Except as noted above, you are not granted any right or license by implication, estoppel or otherwise in or under any patent, copyright, trademark or other proprietary right of Licensor or any third party. All information provided by Licensor on this Site is the sole and exclusive property of Licensor or its contributors or licensors and hereby expressly reserved.
3. Notice Regarding Software Available on this Site
Any software that is made available to download from this Site ("Software") is the copyrighted work of Licensor and/or its affiliates/partners. Use of the Software is governed by the terms of the End User License Agreement, if any, that accompanies or is included with the Software ("EULA" or "License Agreement"). You will be unable to install any Software that is accompanied by or includes a EULA unless you first agree to the License Agreement terms. Any reproduction or redistribution of the Software that is not in accordance with the EULA is expressly prohibited by law and may result in severe civil and/or criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. As further set forth in the EULA: (a) the United States export control laws prohibit the export of certain technical data and software to certain countries and territories. No Software from this Site may be downloaded or otherwise exported in violation of United States law; and (b) any Software that is downloaded from this Site for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercia Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.
4. Notice Regarding Documents Available on this Site; Permission Notice
Permission to use any documents, such as white papers, datasheets and FAQs ("Documents") from this Site is granted, provided that (1) you maintain all rights Licensor has to its copyrights by maintaining any copyright notices contained on such Documents; (2) use of such Documents from this Site is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media; and (3) no modifications of any Documents are made. Use for any other purpose is expressly prohibited. Documents specified above do not include the design or layout of any Site. Elements of the Site are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Site may be copied or retransmitted unless expressly permitted by Licensor. LICENSOR AND/OR ITS AFFILIATES/PARTNERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THIS SITE FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL LICENSOR, AND/OR ITS RESPECTIVE SUPPLIERS, BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, TORT (WHETHER NEGLIGENCE OR OTHER TORTIOUS ACTION) OR OF ANY OTHER NATURE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THIS SITE. THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS SITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. LICENSOR AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.
This Section applies to users of the Site where the user may register for an account. You acknowledge that portions of this Site may contain valuable Confidential Information (as defined below) of Licensor, and you agree to protect and preserve such Confidential Information against any unauthorized use, copying, distribution or disclosure. Without limitation of the foregoing, you agree to use the Confidential Information solely for the purposes for which it has been disclosed to you by Licensor. You further agree not to disclose any Confidential Information to any third party, except as necessary to carry out the purpose for which such Confidential Information was provided and only to third parties who are under confidentiality restrictions not to disclose such information. As used herein, Confidential Information shall mean any nonpublic information that is proprietary or confidential to Licensor or any information of a third party that Licensor is obligated to keep confidential, including, but not limited to, information that relates to Licensor's products, services, technology, research, development, product ideas, clients, customers, employees, contractors, business and marketing plans, finances, contracts, legal affairs, business affairs or any other confidential or proprietary matter, subject or issue.
6. Account, Password and Security
This Section applies to users of the Site where the user may register for an account. For certain of the Services, you will receive a password and account designation. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Licensor of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Licensor cannot and will not be liable for any loss or damage arising from your failure to comply with this section or relating to passwords or account designations generally.
Licensor, Licensor's logos and other Licensor product or service names or slogans contained in this Site are either trademarks, service marks or registered trademarks of Licensor and its licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Licensor. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Licensor, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Licensor. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are used for identification purposes only, and are the property of their respective owners.
8. Repeat Infringer Policy; Claims of Copyright Infringement; Designated Agent
Licensor respects the intellectual property of others, and we ask our users to do the same. Licensor may, in appropriate circumstances and in its sole discretion, limit access to this Site and/or terminate the accounts of any users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Licensor's designated copyright agent the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on this Site; (d) your name, address, telephone number and email address; (e) a 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 (f) a statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Failure to include all of this information may result in a delay of the processing of your notification.
If you provide feedback to us regarding the Site, a Service, or Software ("Feedback"), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you waive any "moral rights" in the Feedback and you hereby grant to us a perpetual and irrevocable license to use the Feedback for any purpose.
10. No Unlawful or Prohibited Use
As a condition of your use of this Site, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Licensor server, or the network(s) connected to any Licensor server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Licensor server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
12. Third Party Content & Services
Licensor may provide links to web pages and content of third parties ("Third Party Content") as a service to those interested in this information. Licensor does not monitor nor does it have any control over any Third Party Content or third party websites. Licensor does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. Licensor does not represent or warrant the accuracy of any information contained therein, and undertakes no responsibility to update or review any Third Party Content. Users use these links and Third Party Content contained therein at their own risk.
THIS SITE, THE SERVICES, AND THE SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, TIMELY, SECURE, CURRENT, OR ERROR-FREE, OR THAT THE QUALITY OF ANY SERVICES OR MATERIALS OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Licensor reserves the right to change any and all content contained on this Site at any time without notice. Reference to any products, Services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Licensor.
14. Limitation of Liability
IN NO EVENT SHALL LICENSOR, OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, OR EMPLOYEES, BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY THE USER ON ANY INFORMATION OBTAINED FROM LICENSOR, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LICENSOR'S RECORDS, PROGRAMS, OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LICENSOR (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ONE HUNDRED US DOLLARS (US $100). THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THESE TERMS. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, the foregoing disclaimers shall apply to the greatest extent permitted by applicable law or shall be reconstructed to comply with the disclaimer's intent to the fullest extent permitted by such jurisdiction.
You agree to defend, indemnify and hold harmless Licensor, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any third party claims, damages, loss, liability, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of your use of the Site and any discussion forums or interactive areas contained herein, including without limitation any actual or threatened suit, demand, or claim made against Licensor and/or its independent contractors, service providers, or consultants, arising out of or relating to your conduct, your violation of these terms and conditions, or your violation of the rights of any third party.
16. Applicable Law and Venue; Statute of Limitations
Any claim or cause of action arising out of or related to use of the Site, the Services or the Terms will be settled in binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. pursuant to its Comprehensive Arbitration Rules and Procedure (the "Rules"). Any such controversy or claim must be arbitrated on an individual basis, and must not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration must be conducted in San Francisco, California, USA, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Licensor may seek any interim or preliminary relief from only the state or federal courts located in San Francisco, California, as necessary to protect the rights or property of you or Licensor, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts in such instances. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site, the Software, the Services or the Terms must be made within one (1) year after such claim or cause of action arose or be forever barred.
17. Modification & Amendments
Licensor reserves the right to amend at any time any policies governing this Site, including these Terms, by posting the amended terms and providing notice of such amendments. The amended terms shall be effective immediately after they are initially posted on this Site. If you do not agree with any amended term, you must cease using this Site, Software and all Services.
Notwithstanding any of these Terms, Licensor reserves the right, without notice and in its sole discretion, to terminate your license to use this Site, and to block or prevent future access to and use of this Site. These Terms may not be otherwise amended except in a written document signed by Licensor.
19. Waiver; Severability; No Third Party Beneficiaries
No waiver by Licensor, whether express or implied, of any provision of these Terms shall constitute a continuing waiver of such provision or a waiver of any other provision of these Terms; nor shall Licensor be stopped from enforcing any provision of these Terms, except by written instrument executed by Licensor. If any provision of these terms and conditions shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. You agree that, except as may otherwise be expressly provided herein, there shall be no third party beneficiaries to these Terms.