IMPORTANT-READ
CAREFULLY
The websites and Product(s) (as defined below) provided to you by Oddcast, Inc. (hereafter
"Oddcast")
are subject to these TERMS OF USE ("Terms"). IF YOU DO NOT AGREE TO BE BOUND BY ANY
AND ALL OF THESE TERMS, PLEASE DO NOT ACCESS OR USE ANY OF THE PRODUCTS
OR BROWSE THROUGH THIS WEBSITE. Please note that Oddcast reserves the right, at its sole
discretion, to revise, modify or change or remove portions or all of these Terms, at any
time.
"Product" means the object code of the software program and the interface environment made
available
to the Oddcast users (and their end users, if relevant) pursuant to these Terms Of Use via
the World
Wide Web and all Intellectual Property pertaining thereof, including, the Oddcast
characters, interfaces,
servers, infrastructure, computer programs, software (including any third party software
products),
databases, files, media and data either used to operate the Product or incorporated therein,
the system
and processes, documentation, modifications and enhancements.
"Intellectual Property" means all the following: (a) copyrights, including moral rights,
registrations and
applications for registration thereof; (b) computer software programs, data and
documentation; (c)
patents, patent applications and all related continuations, divisional, reissue, utility
models, design
patents, applications and registrations thereof, certificates of inventions; (d) trade
secrets and
confidential information, know-how, manufacturing , system process and techniques, designs,
prototypes, enhancements, improvements, work-in progress, research and development
information; (e)
other proprietary rights relating to the foregoing.
1. LICENSE AND OTHER SERVICES
By using our Product(s), Oddcast hereby grants to you, for the term of each specific period
granted, a
non-exclusive, non-sublicensable worldwide license to access and use the Product in
accordance with
its intended use, written instructions and specifications ("Oddcast License"). The Oddcast
License shall
commence upon access to the Product and shall continue for the period agreed upon, unless
terminated
earlier in the event of a material breach of the Oddcast License and/or these Terms.
Unless specified otherwise, you may utilize the Product solely on a single unified resource
locator
address ("URLs") including subdomains thereof. However, in the event more than one license
has been
acquired by you, or access to additional URLs specifically purchased, multiple URLs are
permitted up
to the number granted to you. Text To Speech audio playback, available as an option within
the
Product may be played back only within the Product and its derivative works and may not be
independently manipulated or copied.
This license is intended for the use of a single client and does not include or cover any
rights to resell
the Product or the service or utility it provides. For avoidance of doubt, and without
limitation,
incorporating the Product or portions thereof in a service or product which is sold to your
customers is
not covered by this license and requires a separate business agreement.
Technical support is provided to you by Oddcast via email during regular business hours (i.e.
9am-
6.00pm, EST) by sending your technical inquires to support@oddcast.com, or another email address as may be specified
within the Product. Oddcast shall respond to via email to your support request within
a reasonable time-period.
2. OWNERSHIP OF INTELLECTUAL PROPERTY AND RESTRICTIONS.
Oddcast owns and shall retain all rights, including Intellectual Property, in and to the
Product, including
any new version releases, updates, enhancements, modifications or improvements made thereto.
In
addition, the Product(s) may incorporate third party Intellectual Property provided to you
as part of the
Product.
Oddcast®, SitePal®, Avatar Studio™, Voki®, Vocalware™ and other names, logos and icons
identifying Oddcast and its products are trademarks of Oddcast. Except as expressly set
forth herein, no
right, license, or interest to such trademarks are generated or granted hereunder. You shall
not remove
or alter any copyright notice, trademark or other proprietary or restrictive notice or
legend affixed to,
contained in or included with the Product and any material provided by Oddcast. You shall
cooperate
fully with Oddcast in protecting Oddcast's rights in the Product. Without limiting the
foregoing, you
agree to notify Oddcast promptly in the event that you become aware of any infringement of
such
rights.
Other than the rights expressly licensed hereunder to you, no other rights or interest
whatsoever in the
Product are granted. Without limiting the foregoing, you may not: (i) use the Product not in
conformity
with Oddcast's written instructions and specifications; (ii) reverse engineer or decompile,
modify or
revise the Product or any part thereof, or create derivative works thereof; (iii) provide or
share the
username and/or passwords assigned to you with any third party; (iv) use the Product to
perform any
illegal transfer of information (e.g. transfer of files in violation of a copyright) or to
perform any other
action that may otherwise infringe upon third party rights; (v) use the Product for any
unlawful purpose
(including, without limitations copyright infringement) or (vi) sell, rent, lease,
sublicense or otherwise
transfer your rights under this Agreement.
You own all of the content and information of any kind that you post, upload, export, email
or
otherwise transmit via the Product (the "Content"). You further represent that you have all
rights to
distribute such Content, agree to do so solely for lawful purposes and recognize that you
shall be solely
responsible for such Content. You expressly agree that you will not utilize any Content
that: (1) is
defamatory, libelous, abusive, or obscene, including, without limitation, material which
encourages
conduct that would constitute a criminal offense, give rise to civil liability or otherwise
violate any
applicable local, state, federal, or international law; (2) infringes on the copyright or
any other
proprietary right of any third-party; (3) would invade the privacy of any other person; (4)
contains a
virus, worm, trojan horse, time bomb, or any other harmful program or component; or (5)
otherwise
inappropriate or unlawful.
You also expressly agree that you will not: (a) after receiving warning, continue to utilize
Content
which Oddcast has advised you not to utilize; (b) attempt to gain unauthorized access to
restricted areas
of the Web Site, other accounts, computer systems or networks connected to the Web Site,
through
password mining or any other means; (c) create a false identity or forged email address or
header, or
otherwise attempt to mislead others as to the identity of the sender or the origin of a
message; (d) post,
generate or disseminate so-called "spam" or mass-mailings; (e) harvest or otherwise collect
information
about others, including email addresses, without their consent.
By using the Product, you understand, agree and authorize Oddcast to use screenshots of your
implementation of the Product as it appears on your public website, and links to the same,
in any way deemed necessary in order to show how the Product is being implemented by users,
and for that
purpose alone.
3. RIGHT TO SHUT DOWN, DENY OR LIMIT ACCESS, REMOVE CONTENT
Oddcast reserves the right to limit or revoke your access to this Web Site and Product, or
any area
thereunder, in its sole discretion, at any time, and for any reason, including, but not
limited to technical
difficulties or violation of these Terms.
Oddcast claims no ownership or control over user Content, and is not and shall not be
responsible for,
screening or monitoring material posted by you or any other person or entity. Oddcast
reserves the right
to remove material, which is abusive, illegal, disruptive, or that otherwise fails to
conform to this
Agreement. Oddcast reserve the right to edit or delete any material posted on our Web Site,
regardless
of whether such material violates these standards for content.
WE FURTHER DO NOT REPRESENT, WARRANT OR GUARANTEE THE TRUTHFULNESS, ACCURACY, OR RELIABILITY
OF ANY OF THE CONTENT TRANSMITTED BY OUR USERS.
4. COPYRIGHT INFRINGEMENT POLICY.
Oddcast is committed to protecting the rights of copyright rightholders and seek to comply
with all
applicable laws and regulations regarding the protection of intellectual property.
Unauthorized copying,
distribution, modification, public display or public performance of copyrighted works is a
copyright
infringement, and Oddcast will undertake appropriate steps against copyright repeat
offenders. Oddcast
will process any notices of alleged copyright infringement and will take appropriate actions
under the
U.S. Digital Millennium Copyright Act (the "DMCA"). Upon receipt of notices complying with
the
DMCA, Oddcast will act expeditiously to remove or disable access to any material claimed to
be
infringing or claimed to be the subject of infringing activity and will act expeditiously to
remove or
disable access to any reference or link to material or activity that is claimed to be
infringing. Notices of
claimed infringement should be directed to the Designated Agent by mailing all required
documentation to: Oddcast, Inc., 34 W. 27th Street, 4th floor, New York, NY 10001, ATTN.:
COPYRIGHT INFRINGEMENT DESIGNATED AGENT.
5. NO WARRANTY.
YOU ACKNOWLEDGE, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE PRODUCT, THE WEB-SITE AND OTHER MATERIALS PROVIDED TO CLIENT
UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. ODDCAST DISCLAIMS
ANY AND ALL WARRANTIES RELATING TO THE PRODUCT AND OTHER MATERIALS,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
6. LIABILITIES AND INDEMNITIES
You shall indemnify and save harmless Oddcast and its directors, officers, employees,
representatives
and agents ("Related Parties") against all demands, claims, actions, liabilities, losses,
costs, damages or
expenses whatsoever (including reasonable attorneys' fees) ("Damages") asserted against,
imposed
upon or incurred by Oddcast and/or any of its Related Parties resulting from or arising out
of the use of any Content, including, without limitations, infringement of third party's
rights by such use or by such
Content.
IN NO EVENT SHALL ODDCAST BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, WORK STOPPAGE, SAVINGS, OR
REVENUES OF ANY KIND, OR FOR LOST DATA, DAMAGE TO OTHER SOFTWARE,
COMPUTER FAILURE OR MALFUNCTION OR DOWNTIME, REGARDLESS OF WHETHER
THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE CUMULATIVE LIABILITY OF ODDCAST FOR ALL CLAIMS RELATING TO THE
PRODUCT OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT OR TORT, INCLUDING NEGLIGENCE, INTELLECTUAL PROPERTY
INFRINGEMENT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL
FEES ACTUALLY PAID BY THE USER CLAIMING THE LOSS.
7. PRESS RELATIONS.
You shall publicly credit Oddcast as creator of the Product by stating in press materials
related thereto
that the Product is licensed from Oddcast. Users shall also submit to Oddcast all press
releases and
formal press materials mentioning the Product for prior review and written approval.
8. PRIVACY
Unless otherwise explicitly stated herein or in the Privacy Policy, any non-personal
information or
material sent to Oddcast will be deemed NOT to be confidential. By sending Oddcast any
non-personal
information or material, you grant Oddcast an unrestricted, irrevocable license to use,
reproduce,
display, perform, modify, transmit and distribute those materials or information, and you
also agree that
Oddcast is free to use any ideas, concepts, know-how or techniques that you send us for any
purpose.
However, we will not release your name or otherwise publicize the fact that you submitted
materials or
other information to us unless: (a) you grant us permission to do so; (b) we first notify
you that the
materials or other information you submit to a particular part of a site will be published
or otherwise
used with your name on it; or (c) we are required to do so by law.
To learn more about how Oddcast protects your personal information, such as your name and
address,
please refer to the Oddcast Online Privacy Statement.
9. MISCELLANEOUS.
(a) These Terms constitutes the entire agreement between the parties concerning the subject
matter
hereof; (b) These Terms shall be governed by the laws of the State of New-York, without
giving effect
to any principles of conflicts of laws thereof, and the eligible courts of New-York,
New-York, shall
have exclusive jurisdiction over all disputes between the parties;
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