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LocalReplay Terms of Use Agreement
Thank
you for visiting LocalReplay.com! This Terms of Use Agreement (as updated from
time to time, this “Agreement”), is provided by NetDimensional, LLC, a
LocalReplay Services; Binding Agreement. This Agreement will govern your use of http://www.LocalReplay.com (the “Site”) and LocalReplay’s services, which include software, processes, interfaces and ancillary tools that enable users to, among other things, create and update player, fan, scout, coach and team profiles; upload, transcode and encode photos, videos and other types of digital content; use customized search technology; subscribe to content via RSS, email, SMS and other mechanisms; and create or view customized content channels, in addition to other services developed, operated and maintained by LocalReplay, including those delivered via the Site, LocalReplay’s internet messaging services, and any other applications offered from time to time by LocalReplay (collectively, the “Services”). By using the Services and accessing the Site, you acknowledge that you have fully read and agree to be bound by this Agreement, whether you are a visitor to the Site or have registered for a LocalReplay account (collectively, a “User”). If you do not agree, in full, with the terms and provisions of this Agreement, you should leave the Site and discontinue use of the Services immediately.
This Agreement includes LocalReplay’s policy for acceptable use of the Site and Services, your rights, obligations and restrictions regarding your use of the Site and Services, and incorporates by reference, and makes a part hereof, LocalReplay’s Privacy Policy [http://privacypolicy.localreplay.com]. You may receive a copy of this Agreement and Local Replay’s Privacy Policy by contacting LocalReplay at: info@localreplay.com.
Amendment of Agreement. LocalReplay may, in its sole discretion, modify this Agreement from time to time, and may modify, suspend or terminate the Site and/or the Services, for any reason and without notice. Each modification of this Agreement will be posted on the Site. You agree to be bound to any changes to this Agreement when you use the Site and Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
Registration; User Information. In order to access certain features of the Site and Services, and to upload and post data, text, sound, photographs, graphics, video, messages or other materials (“Content”), you must register for a LocalReplay account. You may create a LocalReplay account by visiting http://www.localreplay.com. Once you have created an account, you will be a “Registered User.” A Registered User is limited to one registered LocalReplay account in his or her name. Your LocalReplay account is solely for your own personal use and benefit. You are responsible for safeguarding and maintaining the confidentiality of your LocalReplay account password, and are responsible for all activities that occur under your account. You agree not to disclose your password to any third party or permit any third party to use your LocalReplay account. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your password or LocalReplay account, whether or not you have authorized such activities or actions. You agree to immediately notify LocalReplay of any unauthorized use of your password or LocalReplay account or any other breach of security. In registering and creating a LocalReplay account, you agree to provide accurate, current and complete information, and to promptly update that information as necessary. LocalReplay cannot and will not be liable for any loss or damage arising from your failure to provide LocalReplay with accurate information or to keep your password secure. Use of and registration for the Services is void where prohibited.
As a Registered User, you will have the ability to create a LocalReplay profile to share information on the Site (a “Profile”). Please choose carefully the information you post on the Site and that you provide to other Users. In creating a Profile, you agree to provide accurate, current and complete information, and to promptly update that information as necessary. Your Profile may not include the following items: telephone numbers, street addresses, and any photographs or videos containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other Registered Users (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and LocalReplay assumes no responsibility or liability for this material. If you become aware of misuse of the Site or the Services by any person, please contact LocalReplay at: info@localreplay.com.
You may terminate your LocalReplay account at any time, for any reason. LocalReplay reserves the right at all times to terminate your account, and delete any and all Content, in whole or in part, for any reason including without limitation a breach of any part of this Agreement.
The Site and the Services are for the personal use of Users only and may not be used in connection with any commercial endeavors except those that are specifically approved by LocalReplay. If you are interested in using the Site for commercial purposes, please contact LocalReplay at: info@localreplay.com.
User Conduct; Content. You understand that all Content is the sole responsibility of the person from which such Content originated. LocalReplay reserves the right, but shall have no obligation, to pre-screen, refuse or move any Content available on the Site or through the Services. You understand that by using the Services you may be exposed to Content that is offensive, indecent or objectionable, and that you use the Site and Services at your own risk.
You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using the Site and/or the Services and for any consequences thereof. You agree to use the Site and Services only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts the Site or the Services or servers or networks connected thereto. Specifically, you agree not to do any of the following while using or accessing the Site or the Services:
a. Post, upload, email, or otherwise transmit (i) any Content that you do not have the lawful right to copy, transmit and display (including any Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the Content); (ii) any Content for which you do not have the consent or permission of each identifiable person in the Content to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the Content); or (iii) any Content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);
b. Delete, or in any manner alter, the copyright, trademark or other proprietary rights notices appearing on any Content except your Registered User Content;
c. Collect usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site;
d. Use any meta tags or other hidden text or metadata utilizing a LocalReplay or LocalReplay partner name, trademark, URL or product name without LocalReplay’s prior express written consent;
e. Post, upload, email or otherwise transmit, without first obtaining the permission of LocalReplay, any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes,” Ponzi schemes or any other form of solicitation;
f. Post, upload, email, or otherwise transmit, via the Site or the Services, any Content that is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful, or that contains objects or symbols of hate, invades the privacy of any third party, contains nudity or pornography (including without limitation any child pornography or child erotica), is deceptive, threatening, abusive, inciting to unlawful action, defamatory, libelous, vulgar or violent or constitutes hate speech, or is otherwise objectionable in the opinion of LocalReplay;
g. Post, upload, email or otherwise transmit any Content that contains software viruses or any other computer code, files or programs designed to (i) interrupt, destroy, or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
h. Post, upload, email or otherwise transmit any Content that includes code that is hidden or otherwise surreptitiously contained within the images, audio or video of any Content that is unrelated to the immediate, aesthetic nature of the Content;
i. Post or upload repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
j. Attempt to probe, scan or test the vulnerability of any LocalReplay system or network or breach any security or authentication measures;
k. Forge any TCP/IP packet header or any part of the header information in any posting, or in any way use the Site or the Services to send altered, deceptive, or false source-identifying information;
l. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure protecting the Site or the Services;
m. Collect or store personal data about other users without their express permission;
n. Impersonate or misrepresent your affiliation with any person or entity, through pretexting or any other form of social engineering, or otherwise commit fraud;
o. Resell the Services, in whole or in part;
p. Violate any applicable law, regulation, or ordinance; or
q. Use the Site or the Services in any manner not permitted by this Agreement.
To
report any activity or Content that may violate this Agreement, please contact Local
replay at: info@localreplay.com. Users outside of the
Proprietary Rights. LocalReplay Proprietary Rights. Excluding your Content, LocalReplay owns all right, title and interest, including without limitation all intellectual property rights, and all derivative works or enhancements thereof, relating to the Site, the Services and all Content, including but not limited to all information, content, materials, products, services, URLs, software, technology, editorial or user guidelines, and documentation, developed in whole or in part by, with or for LocalReplay. Notwithstanding the foregoing, and subject to the terms and conditions set forth in this Agreement and solely in connection with your use of the Site and Services, LocalReplay hereby grants to you a personal, non-transferable, non-sub licensable and non-exclusive right and license to (i) access, view and print public Content, only for your personal, non-commercial use, and (ii) access and make personal use of and to download, install and operate any software, scripts and other content (e.g., graphics) that LocalReplay may from time to time have specifically identified on the Site as available for download (the “Downloadable Tools”). With the exception of your own Content, you may not distribute any Content to third parties, use any Content commercially (except as may be permitted by a separate license explicitly attached to a particular piece of Content), or otherwise copy, modify, distribute, publicly display or perform any Content (except as such acts may be permitted by a separate license explicitly attached to such Content). Any rights not expressly granted herein are withheld. You may not use any Downloadable Tools except as specifically authorized by this Agreement. You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Services or Downloadable Tools, or use the Site or Services for any commercial purposes. You further agree not to combine or integrate the Services and/or any Downloadable Tools with hardware, software or technology not provided by LocalReplay, or modify, further develop or create any derivative product based on the foregoing. You may not decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Site, Services and/or Downloadable Tools is compiled or interpreted, and nothing in this Agreement may be construed to grant any right to obtain or use such source code.
You acknowledge and agree that Content contained in sponsor advertisements or presented to you through the Site and Services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by LocalReplay or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site, the Services, Content or Downloadable Tools, in whole or in part.
User Proprietary Rights. LocalReplay claims no ownership or control over any Content submitted, posted or displayed by you on or through the Site and Services. You or a third party licensor, as appropriate, retain all ownership, license, patent, trademark and copyright to any Content you submit, post or display on or through the Site and Services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through the Site and Services, you grant (or warrant the owner of such rights has expressly granted) to LocalReplay a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable right and license to use, copy, modify, prepare derivative works from, distribute, reference, index and cache, publicly display and publicly perform and process in any form, medium or technology now known or later developed on the Site or the sites of LocalReplay’s affiliates, distribution partners or third-party service providers, your Content and any materials you submit to LocalReplay, in whole or in part, whether created by or for you, to provide the Site, the Services and Content to you and to perform LocalReplay’s obligations under this Agreement, including without limitation (a) adapting the format of your Content (for example by encoding or transcoding) for suitable display on the Site; and (b) displaying, in LocalReplay’s sole discretion, your public Content in search results generated by the LocalReplay.com search engine. In addition, where you have posted a link to your Content on another website or otherwise shared a link to your Content, you grant to LocalReplay a worldwide, non-exclusive, royalty-free right to sublicense the right to copy, modify, prepare derivative works from, and distribute your Content as necessary to perform the Services. In connection with the above license, you provide your consent for LocalReplay personnel, including LocalReplay contractors and service providers, to view your Content at any time for the purpose of providing the Services and filtering content that violates this Agreement. You acknowledge that you are solely responsible for all Content you submit to LocalReplay. You represent that you either own the Content or have the rights necessary to grant LocalReplay this license. Your license to LocalReplay with respect to any particular piece of Content will terminate once you or LocalReplay remove it from the Site. In addition, you warrant that all so-called moral rights in any Content have been waived. You agree that LocalReplay has the right to associate advertising with your submitted Content. You agree that LocalReplay has no obligation to compensate you for the use of your submitted Content through the Site, the Services, by LR or any of its affiliates, or by any User(s).
You agree not to use the Site and Services to transmit, route, provide connections to or store any material that infringes copyrighted works or violates or promotes the violation of the intellectual property rights of any third party.
In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office website at http://lcweb.loc.gov/copyright/), LocalReplay will respond expeditiously to claims of copyright infringement that are reported to LocalReplay. If you are a copyright owner, or are authorized to act on behalf of an owner of the copyright or of any exclusive right under the copyright, and believe that your work has been copied in a way that constitutes copyright infringement, please report your notice of infringement to LocalReplay at: info@localreplay.com.
Links to Third Party Sites. The Site and the Services may contain links to other third party websites (“Linked Sites”) which are not under LocalReplay’s control and are made as a matter of convenience. LocalReplay does not assume any responsibility or liability for any communications or content available at such Linked Sites. LocalReplay does not intend links on or within the Site and Services to be referrals or endorsements of the linked entities, and are provided solely for convenience or general information. LocalReplay is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party Web sites. Your interaction with or transactions resulting from navigating to Linked Sites is not the responsibility of LocalReplay.
Disclaimer of Warranty. The Content included on the Site and Services has been compiled by LocalReplay from a variety of sources, are provided “as is” or “as available” without warranties of any kind, and are subject to change without notice. LocalReplay expressly disclaims any warranties, either express or implied, including any warranties of merchantability, accuracy, non-infringement and fitness for a particular or intended purpose. Use of the Site, the Services or other Linked Sites is your sole responsibility. LocalReplay does not imply or promise that the Site or the Services will be error free or uninterrupted, or that it is free from any viruses or other damaging goods, or that any defects or malfunctions will be corrected or repaired. Use of the Site and Services is at your own risk.
Limitations on Liability; Indemnity. LocalReplay shall have absolutely no liability in connection with the Services or download of information, Content or data, including without limitation, any liability for damage to your computer hardware, data, information, Content, and business resulting from the information or the lack of information available on the Site and Services, or from a virus, worm or other destructive electronic bug. Under no circumstances shall LocalReplay, its owners, directors, shareholders, licensors, employees, agents, subsidiaries and affiliates or any third parties which are linked or viewable by the Site and Services be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or interruption of business) resulting from use or inability to use or reliance on, the Site, the Services and Content, or from the use of the Internet generally, whether based on warranty, contract, tort, or any other legal precedent and whether or not LocalReplay is advised of or aware of such potential damages. You assume complete and total responsibility for such use of products and the use and operation of all equipment and services needed for access to and use of such products. You assume complete and total responsibility for all charges incurred to operate and access such equipment and services. You agree that your sole remedy against LocalReplay as a limitation of relief is to stop using the Site, the Services or the Content you download. If, notwithstanding the other provisions of this Agreement, LocalReplay is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the the Site, the Services or any Content, LocalReplay’s potential liability shall in no event exceed the greater of (1) the sum net total of any download, production, or service fees with respect to any service, feature, download or Content (not including the purchase price for any LocalReplay hardware or software products) or (2) US$100.00. Some jurisdictions do not allow limitations of liability, so the preceding limitation may not apply to you.
The Disclaimer above applies to any damages, liability or injuries caused by any communication delay, computer virus, defect, deletion, delay, disconnection, error, failure of performance, interruption, omission, transmission, line/wiring/broadband/cable failure, theft, or destruction of, unauthorized access to, or alteration of the Site, the Services or any Content, for any reason whatsoever.
LocalReplay reserves the right to modify, suspend or terminate operation of or access to the Site and/or the Services; to modify or change the Site and/or the Services, and any applicable policies or terms and conditions; and to interrupt the operation of the Site and/or the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
You agree to indemnify and hold LocalReplay, its owners, directors, shareholders, licensors, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against LocalReplay by any third party due to or arising out of or in connection with your use of the Site, the Services, any Content or any Linked Site.
Violations of Agreement. You agree that LocalReplay may, at its sole discretion and without prior notice, terminate your access to the Site and Services, and/or block your future access to the Site and Services, if it determines that you have violated this Agreement or other agreements or guidelines which may be associated with your use of the Site and Services. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice, and will cause irreparable harm to LocalReplay, for which monetary damages would be inadequate, and you consent to LocalReplay to obtain any injunctive or equitable relief that LocalReplay deems necessary or appropriate. These remedies are in addition to any other remedies LocalReplay may have in law or equity.
If LocalReplay does take any legal action against you as a result of your violation of this Agreement, LocalReplay will be entitled to recover from you, and you agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to LocalReplay. You agree that LocalReplay will not be liable to you or to any third party for termination of your access to the Site and Services as a result of any violation of this Agreement.
Forum and Choice of Law. This Agreement
will be governed by and construed in accordance with the laws of the State of
General. You may not assign any rights granted to you or delegate any of your duties hereunder; any attempt to do so is void and of no effect. LocalReplay may assign its rights and delegate its duties under this Agreement in their entirety without your prior consent. The failure of LocalReplay at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. If a court should find that one or more rights or provisions contained in this Agreement are invalid, you agree that the remainder of the Agreement will be enforceable. The headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between you and LocalReplay regarding its subject matter, and supersedes all prior and contemporaneous agreements or understandings relating to such subject matter.
Effective May 1st, 2007
NetDimensional, LLC