THIS TERMS OF USE/USER LICENSE (THIS "AGREEMENT") CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND OMNISIO, INC. ("OMNISIO"). CONTINUED ACCESS TO AND USE OF THE OMNISIO SERVICES, AS DEFINED BELOW, CONSTITUTES ASSENT TO THE TERMS OF THIS AGREEMENT AS SUCH TERMS MAY BE AMENDED FROM TIME TO TIME. IF YOU DO NOT WISH TO ASSENT TO THE TERMS OF THIS AGREEMENT, YOU MUST CEASE USING THE OMNISIO SERVICE IMMEDIATELY AND REMOVE ANY SNS APPS, AS DEFINED BELOW, OR ANY OTHER SOFTWARE OR CONTENT RECEIVED FROM OR THROUGH OMNISIO FROM YOUR COMPUTER. YOUR FAILURE TO ADHERE TO THE TERMS AND OBLIGATIONS INCLUDED HEREIN SHALL CONSTITUTE A BREACH OF THIS AGREEMENT, WHICH MAY RESULT IN PERSONAL LIABILITY FOR YOU UNDER THE INDEMNITY SET FORTH BELOW AND/OR IN IMMEDIATE TERMINATION OF YOUR ACCOUNT AND, AT OMNISIO'S SOLE DISCRETION, THE DELETION OF ALL CONTENT RELATED THERETO.
Omnisio is the owner and operator of websites located at http://www.omnisio.com and elsewhere on the internet where this Agreement appears, and linked pages or applications, and the mobile version thereof, if any (collectively, including all web sites owned by Omnisio, the "Omnisio Site"). Omnisio is also the provider of the services (the "Omnisio Services") which are available to You though Omnisio, including Widgets, such as the embeddable player, and applications created by Omnisio and available through social networking sites ("SNS Apps"). The availability of any SNS Apps on a social networking site does not indicate any relationship or affiliation between Omnisio and such social networking site.
You hereby represent that the following are all true:
1.1. You are at least 13 years old, and if You are less than 18 years old, You have the permission of Your parents or legal guardian to use the Omnisio Service. (Please be aware that Omnisio may create certain areas on the Omnisio Site that contain adult or mature content. You must be at least 18 years of age to access and view such areas.) If You are not at least 13 years old, please discontinue using the Omnisio Site and the Omnisio Services immediately.1.2. You have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement; and
1.3. You have the right to display each and every item of content (whether videos, images, links, documents, or files - "content") which You have released to the Omnisio Site, including the right to display all copyrights, trademarks, trade names and similar intellectual property interests reflected therein or thereon. Your sharing of content constitutes permission for reproduction/printing of such image by any recipient for his or her personal use and by Omnisio solely to provide the Omnisio Service to You and others, to market the Omnisio Service and/or the Omnisio Site, and to illustrate the operation of the Omnisio Service and/or the Omnisio Site. You understand that the Omnisio Service may involve the transmission of content over various networks and changes to content to conform and adapt to technical requirements of connecting networks, devices or display media.
2.1. LICENSE. Subject to the terms of this Agreement, Omnisio hereby grants You a limited, non-sublicensable, non-transferable, nonexclusive license to use the software that You have downloaded or are about to download, any software that You have embedded on a third party web site or are about to embed ("Omnisio Widgets"), any SNS Apps, and any software running on Omnisio's server ("Omnisio Software"). You may (and in fact are encouraged to) download, install and/or use the Omnisio Software on a single computer or on a website that is operated and maintained by You, or by someone else who has agreed to be bound by this Agreement. As between the parties, title, ownership rights, and intellectual property rights in and to the Omnisio Software, and any copies or portions thereof, shall remain in Omnisio and its suppliers or licensors. You understand that Omnisio may modify or discontinue offering the Omnisio Software at any time.
2.2. SUPPORT AND UPGRADES. This Agreement does not entitle You to any support, upgrades, updates, add-ons patches, enhancements, or fixes for the Omnisio Software (collectively, "Updates"). Omnisio, however, may occasionally provide You with automatic Updates to the Omnisio Software at its sole discretion (and without any advanced notification to You). Any such Updates for the Omnisio Software shall become part of the Omnisio Software and subject to this Agreement.
2.3. GOVERNMENT USE. If You are a part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Omnisio Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Omnisio Software is a "commercial item," "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the Omnisio Software by the Government shall be governed solely by the terms of this Agreement.
In exchange for Your being able to use the Omnisio Software, the Omnisio Services and/or the Omnisio Site, You agree to be bound by the following obligations:
3.1. Registration:
3.1.1. If You choose to register with Omnisio, You will provide us with a password and a username ("User ID") and optionally an email address You own and use. You shall be solely responsible for maintaining the confidentiality of Your password. You will also update Your registration information on the Omnisio Site from time to time so that it remains true, correct and complete.
You may not:
A. use a false name or an email address owned or controlled by another person
with the intent to impersonate that person or for any other reason;
B. use as a User ID a name subject to any rights of a person other than Yourself without
appropriate authorization; or
C. otherwise submit false or misleading information to Omnisio.
3.1.2. Prohibited Content. You may not (and will not allow any third party to) post or
link to any material or content which:
A. is sexually explicit, profane, libelous, defamatory, obscene, or otherwise violative of
any law
B. constitutes an infringement, misappropriation or violation of the intellectual property,
publicity or other proprietary rights of any person or entity. You acknowledge and agree
that your use of the Omnisio Site and Omnisio Service will comply with our Copyright and IP
Policy as set forth in Section 5.6 below.
3.1.3. No Changes to the Software/Prohibited Uses. You may not and may not allow any
third party to:
A. modify, adapt, disassemble, decompile, translate, reverse engineer or otherwise attempt
to discover the source code or structure, sequence and organization of the Omnisio Software
or any portion of the Omnisio Site or the Omnisio Service (except where the foregoing is
required by applicable local law, and then only to the extent so required under such laws);
B. copy or distribute the Omnisio Software (except for a version that has this license
attached where the user agrees to the terms of this Agreement), provided, however, that You
may (and are encouraged to) include any number of Omnisio Widgets on your website and any
number of SNS Apps on your social networking pages.
C. rent, lease, use the Omnisio Software for timesharing or service bureau purposes, or
otherwise obtain a commercial benefit from the the Omnisio Software unless You inform
legal@omnisio.com of Your commercial purpose prior to such use;
D. use the Omnisio Software in any manner that could damage, disable, overburden, or impair
Omnisio's Service or another user's use of the Omnisio Service;
E. remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights
notices ("Notices") contained in or on the Omnisio Site, Omnisio Service, Omnisio code embeddable
or embedded on a third party web site and/or the Omnisio Software and You shall reproduce such
Notices exactly on all permitted copies of the Omnisio Software;
F. collect any information about other users or members (including usernames and/or email
addresses) for any purpose;
G. create user accounts by automated means or under false or fraudulent pretenses;
H. create or transmit unwanted electronic communications such as "spam," to other users or
members of the Omnisio Site and/or Omnisio Service or otherwise interfere with other user's
or member's enjoyment of the Omnisio Site and/or Omnisio Service;
I. submit any content or material that falsely express or implies that such content or material
is sponsored or endorsed by Omnisio;
J. transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; or
K. use the Omnisio Site or Omnisio Services to violate the security of any computer network
or transfer or store illegal material.
You agree to indemnify and hold Omnisio (and any employee, officer, director or affiliate of Omnisio) harmless (including costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of Your access to the Omnisio Site or Omnisio Service, the violation of this Agreement by You, the infringement by You, or any third party using Your account, of any intellectual property or other right of any person or entity, or for any content posted on the Omnisio Site by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights). Your obligations under the foregoing indemnity may not be offset against any other claim You may have against Omnisio or any Omnisio Person. You remain solely responsible for all content that You upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Omnisio Software or the Omnisio Service.
By using the Omnisio Software, the Omnisio Service and/or the Omnisio Site, You acknowledge and agree,
5.1. Omnisio does not claim any copyright or other ownership in any material or content uploaded by You through the Omnisio Site (other than solely to provide the Omnisio Service to You and others, to market the Omnisio Service and/or the Omnisio Site, and to illustrate the operation of the Omnisio Service and/or the Omnisio Site simply because You have uploaded it on to the Omnisio Site. You are solely responsible for protecting your own content from loss.
5.2. Omnisio has the right to refuse registration of, or cancel Your user account and/or User ID in its discretion for any reason or for no reason. Any content that has been uploaded onto the Omnisio Service may be deleted at such time without notice to You.
5.3 Omnisio reserves the right in its sole discretion, at any time, to modify, discontinue or terminate the Omnisio Site or Omnisio Services or to modify or terminate these Terms of Use without advance notice. Modifications to these Terms of Use or any policies will be posted on the Omnisio Site or made in compliance with any notice requirements set forth in these Terms of Use. If any modification is not acceptable to you, your only recourse is to cease using the Omnisio Site and Omnisio Services. By continuing to use the Omnisio Site or Omnisio Services after Omnisio has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications. Without limiting other remedies, Omnisio may at any time suspend or terminate your Omnisio account and refuse to provide access to the Omnisio Site or Omnisio Services. In addition, Omnisio may notify authorities or take any actions it deems appropriate, without notice to you, if Omnisio suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms of Use or any policies or rules established by Omnisio; or (ii) engaged in actions relating to or in the course of using the Omnisio Site or Omnisio Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Omnisio users, Omnisio or any other third parties or the Omnisio Site or Omnisio Services.
5.4. Omnisio and its licensors own and retain all proprietary rights in the Omnisio Site, the Omnisio Services, and all associated software, content and material. The Omnisio Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided herein), create derivative works based on, distribute, perform, display, or in any way exploit, any of the content, software, and/or materials available through the Omnisio Site or Omnisio Services in whole or in part without the express written agreement of Omnisio. Except as expressly provided herein, Omnisio and its suppliers do not grant You any express or implied rights under any patents, copyrights, trademarks, trade secret, or other intellectual or industrial property rights. If You submit any ideas regarding products or services, such ideas automatically become the property of Omnisio, and You automatically forfeit Your right to the intellectual property of these ideas. If You intend to own the intellectual property rights of Your ideas in any way (patent, trade secrets, copyright, trademark, etc.) please send a message to legal@omnisio.com and describe ONLY the general application - do not submit Your concepts to Omnisio or its employees through any other medium. Please note that a legal agreement may be required by Omnisio in order to evaluate Your concept(s).
5.5. Omnisio has no responsibility for the statements in any message, content or other material posted on or through the Omnisio Site by any user. If Omnisio receives notice that an item on the Omnisio Site is an Infringing Posting or a Prohibited Posting, it will use such efforts as it, in its sole discretion, believes are reasonable, to determine whether such item is an Infringing Posting or a Prohibited Posting, and if it is, to remove all or a portion of such items. You acknowledge, however, that this is a manual process and that Omnisio cannot evaluate or remove such items immediately. OMNISIO HAS NO OBLIGATION TO ACCEPT OR DISPLAY ANY CONTENT, AND CONTENT UPLOADED BY YOU MAY BE DELETED BY OMNISIO FOR ANY REASON OR FOR NO REASON AT ALL.
5.6. Copyrighted Materials: No Infringing Use. You will not use the Omnisio Site or Omnisio Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. Omnisio has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see the Omnisio Copyright and IP Policy for further information.
5.7. Omnisio is exempt from liability to any person for any claim based upon its good faith disabling of access to or removal of any content, including material it believes, in its sole discretion to be an Infringing Posting or a Prohibited Posting, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited. By using the Omnisio Service, You agree that notice to You through an email to the email address You provided in Your profile constitutes reasonable efforts to notify You of any removal or disabling if such notice is required, and if you have created an anonymous account, you waive the right to notice, if any is required.
5.8. Omnisio reserves the right to reveal Your identity (or whatever information we know about You) in the event of a complaint or legal action arising from any message or other content posted by You or where such information is otherwise relevant. Omnisio may log all internet protocol addresses accessing the Omnisio Site and other information about users' access, and maintain backup copies of content indefinitely.
5.9. Omnisio may collect and collate a variety of information regarding the use of the Omnisio Site, Omnisio Software, or Omnisio Service by You or by people who use the Omnisio Service through Your website, watch your content through the Omnisio Service on third-party websites, or visit social network pages on which you have installed SNS Apps, and may cause the Omnisio Software to communicate to Omnisio information about its offline operations. Omnisio is the sole owner of all such information it collects. Our Privacy Policy contains information about our policies and procedures regarding the collection, use and disclosure of information we receive from Omnisio users.
5.10. Omnisio uses industry-standard security measures to protect the loss, misuse and alteration of the information under our control. Although we make good faith efforts to store the non-public information uploaded to the Omnisio Site or collected by Omnisio in a secure operating environment that is not available to the public, we cannot guarantee complete security. We cannot and do not guarantee that our security measures will prevent third party "hackers" from illegally accessing our site and obtaining access to content or information thereon.
5.11. The Omnisio Site, Omnisio Software or Omnisio Service may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's materials.
5.12. The Omnisio Site, Omnisio Software or Omnisio Service may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on the Omnisio Site, the inclusion of an Omnisio Widget on a third party's website, or the incorporation of a SNS App or other piece of Omnisio Software on a third party's website or within a third party's system does not imply approval or endorsement of that website by us. If you decide to access or post an Omnisio Widget, SNS App or other piece of Omnisio Software on these third-party websites, you do so at your own risk.
Installing or otherwise using any SNS Apps constitutes consent to be bound by these Terms of Use, as well as Omnisio's Copyright and Privacy Policies, including all provisions related to (a) collection of information, (b) delivery of advertising, and (c) prohibition on certain activities.
7.1. WARRANTY DISCLAIMER. THE OMNISIO SERVICE, THE OMNISIO SITE AND THE SOFTWARE (INCLUDING ANY MOBILE SERVICES) IS PROVIDED BY OMNISIO ON AN "AS IS" BASIS. OMNISIO AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR SOFTWARE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE OMNISIO SITE OR IN ASSOCIATION WITH THE OMNISIO SERVICES. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, OMNISIO AND ITS LICENSORS AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OMNISIO AND ITS LICENSORS AND AFFILIATES FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN OR AVAILABLE ON THE OMNISIO SITE OR THROUGH THE SNS APPS. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
7.2. POTENTIAL UNAVAILABILITY. THE OMNISIO SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. OMNISIO SHALL NOT BE LIABLE FOR ANY FAILURE OF THE OMNISIO SOFTWARE, OMNISIO SITE OR OMNISIO SERVICE. SUCH FAILURE MAY RESULT FROM ANY CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE BEYOND OMNISIO'S REASONABLE CONTROL, SUCH AS MECHANICAL, ELECTRONIC OR COMMUNICATIONS FAILURE OR DEGRADATION (INCLUDING "LINE-NOISE" INTERFERENCE). YOU AGREE THAT OMNISIO SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OF MATERIALS, CONTENT, OR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SERVICE. Omnisio is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to Your or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Omnisio Services, including any Mobile Omnisio software. Under no circumstances will Omnisio be responsible for any loss or damage, including any loss or damage to any Content or personal injury or death, resulting from anyone's use of the Omnisio Site, the Omnisio Service, Omnisio Mobile, any Content or third party applications, software or Content posted on or through the Omnisio Site or the Omnisio Services or transmitted to users, or any interactions between users of the Omnisio Service, whether online or offline.
7.3. LIMITATION OF LIABILITY. OMNISIO AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OMNISIO'S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO OMNISIO FOR THE OMNISIO SERVICES, OR TEN DOLLARS, IF GREATER. YOU SPECIFICALLY ACKNOWLEDGE THAT OMNISIO IS NOT LIABLE FOR THE CONTENT SUBMITTED BY ANY USER OR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF A THIRD PARTY. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
7.4. Please note that a small number of people may experience epileptic seizures when exposed to certain light patterns on a computer screen like those displayed when using Omnisio Software or Omnisio Services. Consult your physician prior to using the Omnisio Software or Omnisio Services if you have had any epileptic symptoms (such as eye or muscle twitches, dizziness, altered vision, disorientation, loss of awareness, involuntary movements or convulsions) and discontinue use of the Omnisio Software or Omnisio Services immediately if you experience any such symptoms
Unless terminated by Omnisio, this Agreement will remain in full force and effect while You use the Omnisio Software, Omnisio Site and/or Omnisio Services. Subject to the last sentence of this Section 8, You may terminate this Agreement at any time by deleting the Omnisio Software from Your computer and from any social networking site or other website on which you have installed any Omnisio Software and ceasing to use the Omnisio Software or Omnisio Service. Omnisio may terminate this Agreement at any time, particularly if You violate any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, You shall destroy and remove from all computers, and other storage media all copies of the Omnisio Software. Omnisio shall have the right to inspect and audit Your facilities to confirm the foregoing. Your representations in Sections 1 and the provisions of Sections 4 through 10 shall survive any termination or expiration of this Agreement.
In order to use the Omnisio Service, You will have to download a Flash Player from Adobe Systems Incorporated. Use of the Flash Player is subject to Adobe's Terms of Service. See http://www.adobe.com/misc/copyright.html
10.1. Privacy. In addition to the terms of this Agreement, You should be aware that use of the Omnisio Site and/or the Omnisio Service is also governed by our Privacy Policy. Acceptance of this Agreement constitutes acceptance of Omnisio's acceptable use policy for content posted on the Omnisio Site, Omnisio's Privacy Policy, Omnisio's Copyright Policy, and any notices regarding the Omnisio Site, as such policies or notices may be amended from time to time.
10.2. Disputes. You agree that any dispute relating to your use of the Omnisio Site, Omnisio Software and/or Omnisio Service shall be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of California, City of San Francisco, and that any action hereunder must be brought, if at all, within one (1) year from the accrual of the cause of action.
10.3. International Use. Omnisio makes no representation that the Omnisio Software is appropriate or available for use in locations outside the United States, and accessing it from territories where the Omnisio Software or any feature of the Omnisio Services and/or Omnisio Site is illegal is prohibited. Those who choose to access this website (or any other website on which Omnisio Software is installed) from other locations do so on their own initiative and are responsible for compliance with local laws. The Omnisio Software may be further subject to United States export controls. No Omnisio Software may be downloaded from the Omnisio Site or through the Omnisio Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Omnisio Software is at your sole risk.
10.4. No Third Party Beneficiaries. This Agreement is between You and Omnisio. No user has any rights to force Omnisio to enforce any rights it may have against any You or any other User.
Omnisio is an entity offering the transmission, routing, or providing of connections for digital online communications, between or among points specified by a user of material of the user's choosing, without modification of the content of the material sent or received ("transitory digital network communications"), as well as system caching, storage of material residing on a system or network at the direction of a user, and referral or linkage of users to an online location using information location tools, each through the website located at http://www.omnisio.com, and any linked pages or applications owned and operated by Omnisio.
Please contact us at legal@omnisio.com with any questions regarding this Agreement.
Omnisio is a trademark of Omnisio, Inc.
