Terms of Service

 

Last Updated:  January 1, 2015

 

1. Your Acceptance

 

A.    By using or visiting the Adventr website or any products, software, data feeds and services provided to you on, from, or through the Adventr website (collectively the "Service") by Red Ochre, Inc. d/b/a Adventr (“Adventr”) you signify your agreement to these terms and conditions (the “Terms”).

 

B.     No part of the Service is directed to persons under the age of 13.  IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS The SERVICE AT ANY TIME OR IN ANY MANNER.  You must be over 18 years of age to access the Service.

 

C.     If you are using the Service on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you:

1.     are an authorized representative of that Organization;

2.     have the authority to bind that Organization to these Terms; and

3.     agree to be bound by these Terms on behalf of that Organization.

 

 

2. Service

 

A.    These Terms apply to all users of the Service, including users who are contributors of User Content on the Service. “User Content” is the content users post or create on the Service.  “Adventr Content” is the designs, text, graphics images, video, information, logos, button icons, software, audio files, computer code, and other content available on the Service, excluding User Content.

 

B.    The Service may contain links to third party websites that are not owned or controlled by Adventr. Adventr assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Adventr will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve Adventr from any and all liability arising from your use of any third-party website.

 

 

3. General Use of the Service

Adventr hereby grants you permission to access and use the Service as set forth in these Terms, provided that:

 

A.    You agree not to alter, reproduce, recreate or modify any part of the Service or its underlying technology, code, applications or methods.

 

B.    You agree not to access Adventr Content or any User Content (other than your User Content) through any technology or means other than the video playback pages of the Service itself or the proprietary ADVENTR embeddable player (the “Embeddable Player”).

 

C.    You agree not to use the Service for any of the following commercial uses:

·       the sale of access to the Service;

·       the sale of advertising, sponsorships, or promotions placed on or within the Service or Content.

·       If you use the Embeddable Player on your website, you may not modify, build upon, or block any portion or functionality of the Embeddable Player, including but not limited to links back to the Adventr website.

 

D.    You agree that the Service may automatically update from time to time. These updates are designed to improve, enhance and further develop the Service. Adventr bears no responsibility to any inconvenience or creative changes that occur within any User Content as a result.

 

E.    In your use of the Service, you will comply with all applicable laws and certify that you have done so.

 

F.     Adventr reserves the right to discontinue any aspect of the Service at any time for any user.

 

G.    Adventr reserves the right to access your account and remove infringing material and to collect anonymized information in regards to your usage and viewer behaviors.

 

 

4. Your Use of Adventr Content

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Adventr Content.

 

A.    Adventr Content, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or licensed to Adventr, subject to copyright and other intellectual property rights under the law.  Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Adventr Marks.

 

We authorize you, subject to these Terms, to access and use the Service and the Adventr Content solely for the personal use of the Service, at our discretion.  Any other use is expressly prohibited.  This license is revocable at any time without notice and with or without cause.  Unauthorized use of the Adventr Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited.  You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Adventr Content on any copy you make of the Adventr Content.

 

B.    You shall not download any Adventr Content unless you see a “download” or similar link displayed on the Service for that Adventr Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Adventr Content for any other purposes. Adventr and its licensors reserve all rights not expressly granted in and to the Service and the Content.

 

C.    You understand that when using the Service, you will be exposed to content (including Adventr Content and User Content) from a variety of sources, and that Adventr is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Adventr with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Adventr, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.

 

 

5. User Content and Conduct

 

A.    To create an account (an “Account”) on the Service, you must provide your name, email address and the account number provided to you by Adventr.  You must also create a password.  Through your Account, you may submit User Content to the Service, including videos and graphics. You understand that Adventr does not guarantee any confidentiality with respect to any User Content you submit.  You agree to notify us immediately of any breach in secrecy of your log-in information.  If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Adventr by e-mail to security@adventr.tv.  You will be solely responsible for the losses incurred by the Adventr and others due to any unauthorized use of your account.

 

B.     You agree to receive email from us at the email address you provided to us for customer service-related purposes.

 

C.     By using the Service or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service.  If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you.  You may have a legal right to receive this notice in writing.  To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at security@adventr.tv .

D.    You represent and warrant that: (i) you own the content posted by you on or through the Service or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of your User Content on the Service does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Service.  You also acknowledge and agree that your User Content is non-confidential and non-proprietary.

 

The Service contains content from users and other Adventr licensors.  Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Service.

 

E.    For clarity, you retain all of your ownership rights in your User Content. However, by submitting User Content to Adventr, you hereby grant Adventr a worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Service and Adventr's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You understand and agree, however, that Adventr may retain, but not display, distribute, or perform, server copies of your User Content that have been removed or deleted.

 

 

6. Subscriptions and Purchases

Adventr Plus and PRO: In addition to offering Creative (free) memberships, we offer Adventr Plus, PRO and Commercial or Enterprise subscriptions. Please see our subscription pages for current Plus and Pro features and pricing. Features and prices are subject to change. Storage or play limits are calculated based upon source files. We may also offer add-on features and packages. Adventr PRO users who wish to obtain additional storage, plays or features may request a custom account by contacting us here: info@adventr.tv. Additional terms and conditions (to be shown prior to purchase) apply to custom accounts. All fees may be subject to taxes.

CANCELLATION AND REFUNDS: Users who purchase annual subscriptions have thirty (30) days after their purchase to cancel and receive a full refund. Users who purchase monthly subscriptions have five (5) days after purchase to cancel and receive a full refund. After the cancelation period ends, all purchases are final and all fees paid are non-refundable, even if your account is later terminated by Adventr. If your account is terminated due to your breach of this Agreement during the relevant cancelation period, you will not be refunded. If you have questions, please contact us.

RENEWALS: Subject to the terms hereof, you may choose to renew your subscription at the end of the subscription period. By default, all subscriptions are set to automatically renew for the same period of time as the original subscription. You may decline to renew at any time prior to the commencement of a renewal subscription. Adventr reserves the right to deny subscriptions, renewals, and other purchases for any reason. Unused storage, plays, and other limits do not roll over to subsequent subscription periods.

END OF SUBSCRIPTION: When an Adventr Plus or PRO subscription ends, the account automatically becomes a Creative (free) account and Adventr may disable access to or delete any content to comply with Creative account limits. When a custom subscription ends, the account and its content will be deleted if the subscription is not renewed.

OTHER PURCHASES: Purchases of other products and services through the Adventr Service are subject to our Payment Addendum and to other terms and conditions that are presented to you at the time of purchase.

 

7. Digital Millennium Copyright Act

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 in good faith that materials posted on the Service infringe your copyright, you (or your agent) may send Adventr a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked.  The notice must include the following information:

 

1.              A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;

 

2.              Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);

 

3.              Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Adventr to locate the material on the Service;

 

4.              Your name, address, telephone number, and email address (if available);

 

5.              A statement that you have 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

 

6.              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.

 

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Adventr a counter-notice. 

 

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details.  Notices and counter-notices with respect to the Service should be sent to the contact address at the end of these Terms of Service. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

 

 

8.  Suggestions and Submissions.

We appreciate hearing from our users and welcome your comments regarding the Service.  Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall:

 

1.     own, exclusively, all now known or later discovered rights to the creative ideas;

 

2.     not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and 

 

3.     be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

 

 

9.  User Content Disclaimers, Limitations, and Prohibitions

You are solely responsible for your User Content on the Service.  Adventr does not endorse any, nor is it responsible for, User Content on the Service.  You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability.  You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation. 

 

You agree to use the Service only for its intended purpose.  You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws.  The following uses of the Service are prohibited.  You may not:

 

1.              attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Service, user accounts, or the technology and equipment supporting the Service;

 

2.              frame or link to the Service without permission;

 

 

3.              use data mining, robots, or other data gathering devices on or through the Service;

 

4.              post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;

 

5.              disclose personal information about another person or harass, abuse, or post objectionable material;

 

6.              sell, transfer, or assign any of your rights to use the Service to a third party without our express written consent;

 

7.              post advertising or marketing links or content, except as specifically allowed by these Terms;

 

8.              use the Service in an illegal way or to commit an illegal act in relation to the Service or that otherwise results in fines, penalties, and other liability to Adventr or others; or

 

9.              access the Service from a jurisdiction where it is illegal or unauthorized.

 

 

10. Consequences of Violating These Terms

We reserve the right to suspend or terminate your account and prevent access to the Service for any reason, at our discretion.  We reserve the right to refuse to provide the Service to you in the future.

Adventr may review and remove any User Content at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Service.

 

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Service.

 

 

11. Adventr’s Liability

We may change, suspend, or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any feature, without notice or liability.

We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service.  You assume all risk associated with dealing with third parties.  You agree to resolve disputes directly with the other party.  You release Adventr of all claims, demands, and damages in disputes among users of the ServiceYou also agree not to involve us in such disputes.  Use caution and common sense when using the Service   

 

We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Service.  Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service.  Use the Service at your own risk. 

 

The Service may include links to third party websites and applications.  You are responsible for evaluating whether you want to access or use them.  We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications.  You assume all risk and we disclaim all liability arising from your use of them.

 

We make no promises and disclaim all liability of specific results from the use of the Service.

 

 “Released Parties” include Adventr and its affiliates, officers, employees, agents, partners, and licensors.

 

A.     DISCLAIMER OF WARRANTIES

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SERVICE WILL MEET YOUR EXPECTATIONS AND, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL.

 

B.     LIMITATION OF LIABILITY AND INDEMNIFICATION

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVENTR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE.  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 IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF COMPANY CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

 

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, including User Content, (ii) your use of or reliance on any Adventr Content, or (iii) your breach of these Terms.  We shall provide notice to you promptly of any such claim, suit, or proceeding.

 

 

12. General Terms

These Terms constitute the entire agreement between you and Adventr concerning your use of the Service.  Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.

 

 

13. Arbitration, Class Waiver, and Waiver of Jury Trial

These Terms and the relationship between you and Adventr shall be governed by the laws of the state of New York without regard to its conflict of law provisions.  You and Adventr agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Service under the rules of the American Arbitration Association.  Any such arbitration, to the extent necessary, shall be conducted in New York county in the state of New York.  You covenant not to sue Adventr in any other forum.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or these Terms:

 

                YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;

                YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND

                YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

 

 

Contact us at:

 

Red Ochre, Inc.

447 Broadway

Floor 2

New York, NY 10013

 

Info@adventr.tv