TokBox Voice and Video Calls requires that you accept the following End-User License Agreement before installation can proceed:
1. The www.tokbox.com
ON THE WEBSITE, WHICH IS INCORPORATED HEREIN BY THIS REFERENCE. UNLESS OTHERWISE AGREED BETWEEN THE COMPANY AND USER, THIS AGREEMENT APPLIES TO ALL USERS OF THE WEBSITE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF IMAGES, VIDEO CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE WEBSITE.
2. MODIFICATIONS TO THIS AGREEMENT
3. WEBSITE ACCESS
3.1 Subject to your compliance on a continuing basis with all of the terms and conditions of this Agreement, Company hereby grants you permission to use the Website only as set forth in this Agreement, and provided that:
(a) you will not copy or distribute any part of the Website in any medium without Company's prior written authorization;
(b) you will not alter or modify any part of the Website other than as expressly authorized and then only for such express purpose;
(c) you will otherwise comply with this Agreement;
(d) you will not circumvent, disable, violate or attempt to violate, or otherwise interfere with the security or integrity of the Website, the proper operation of the Website, the features that prevent or restrict use or copying of any Content (as the term is defined below) or enforce limitations on use of the Website or the Content therein, or interfere with any activity being conducted on the Website;
(e) you will not post content or items in an inappropriate category or areas on the Website;
(f) you will not violate any laws, third party rights, or our policies;
(g) you will not post false, inaccurate, misleading, defamatory, or libelous content (including automobile descriptions and personal information);
(h) you will not distribute or post spam, chain letters, pyramid schemes, viruses or any other technologies that may harm Company, or the interests or property of Company users;
(i) you will not harvest or otherwise collect information about users, including email addresses, without their consent;
(j) you will be responsible for withholding, filing, and reporting all taxes (except Company's U.S. income taxes), duties and other governmental assessments associated with your activity on the Website; and
(k) you will pay all fees that you accept and you will not circumvent or manipulate our fee structure, the billing process, or fees owed to Company.
3.2 In order to access some features of the Website, you will have to create a membership account. You may never use another's account, username or password without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. You may be required to expressly accept or reject this Agreement when you register; you agree that any requirement that you do so does not in any way vitiate your assent to comply with the Agreement. Although Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Company or others due to such unauthorized use.
3.3 You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the Company servers in a given period of time than a single human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree that your User Submissions both will not contain restricted or password only access pages or hidden pages or images. Company reserves the right in its sole discretion to block access or discontinue services to offenders, and to investigate and take appropriate legal action against anyone who, in Company's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities.
3.4 You acknowledge that Company processes your User Submissions (as defined below) and that in doing so, Company may record, analyze, or copy your User Submissions in order to provide services, diagnose problems, or maintain the Website. By using the Website, you expressly consent to Company’s recording and analysis of your User Submissions (including, but not limited to your video mails and video conversations).
4. INTELLECTUAL PROPERTY RIGHTS
The content on the Website, except any and all User Submissions, including without limitation, the text, software, scripts, graphics, files, images, photos, sounds, music, videos, interactive features and the like (collectively "Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company reserves all rights not expressly granted in and to the Website and the Content. You agree to not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any other purposes whatsoever any Content, including, but not limited to, image, audio, and visual content, Marks, third party User Submissions, or other proprietary rights not owned by you, (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any right of any third party. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein.
This Agreement shall remain in full force and effect while you use the Website. You may terminate your use of the Website or your membership at any time by following the instructions on the Website. Company may terminate your permission to use the Website, access to the Website, or your membership at any time, for any reason, and without warning.
You acknowledge that Company reserves the right to charge fees for use of the Website and to change its fees from time to time, in its sole discretion.
7. USER SUBMISSIONS
7.1 The Website permits the submission of images, recordings, videos, video mails, video conversations, or other communications submitted by you and other users ("User Submissions") and the transmission, hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Company does not guarantee any confidentiality with respect to any such submissions.
7.2 You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You agree that Company has no liability with respect to any User Submissions, including, without limitation, your own submissions, and you hereby irrevocably release Company and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to User Submissions or any part thereof. You acknowledge that the Company has no obligation to store, transmit, or maintain any User Submissions and that Company may cease storing, transmitting, or maintaining any or all User Submissions at any time, in its sole discretion.
7.3 In connection with your User Submissions, you affirm, represent, and warrant that (and that you can and will demonstrate to Company's full satisfaction upon its request that): (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Company to use each and every image and sound contained in each such User Submission and to enable inclusion and use of such User Submissions in the manner contemplated by the Website and this Agreement; (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and this Agreement; and (iii) the posting of your User Submission on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. You agree to pay all royalties, fees, and other monies owing any person or entity by reason of any content posted by you to or through the Website.
7.4 By submitting the User Submissions to Company, or displaying, publishing, or otherwise posting any content on or through the Website, you hereby do and shall grant Company a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Website and Company's (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby do and shall grant each user of the Website a non-exclusive license to access your User Submissions through the Website, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under this Agreement. For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s).
7.5 In connection with User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage Company or any third party; (ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or solicitations of business; (iv) impersonate another person; (v) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity right, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Company all of the license rights granted herein; or (vi) submit material that is unsuitable for minors in any country. Company does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Company expressly disclaims any and all responsibility or liability in connection with User Submissions.
7.6 Company reserves the right to decide whether Content or a User Submission is inappropriate or violates this Agreement, including but not limited to copyright infringement, violations of intellectual property law, pornography, obscene or defamatory material, or excessive length. Company also reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages and User Submissions) by you, or to restrict, suspend or terminate your access to all or any part of the Website at any time, for any or no reason, with or without prior notice. Notwithstanding the foregoing, Company assumes no responsibility for monitoring the Website, Content, or User Submissions for inappropriate conduct, or modifying or removing such conduct, Content or User Submissions from the Website.
7.7 In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(d) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(e) 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
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Company's designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
Attn: Copyright Agent
790 Tennessee Street
San Francisco, CA 94107
by phone at: (415) 365-6227
by email at email@example.com
You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
You hereby agree that you shall not assert any claim against the Company or its officers or directors with respect to such content unless and until: (1) you have fully completed the process set forth above; and (2) the Company has failed to remove the offending content within thirty (30) days after such notification without a reasonable explanation for its failure to do so.
It is Company's policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied, displayed or distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue services to repeat offenders.
7.8 Company reserves the right to discontinue or change any aspect of the Website at any time.
8. THIRD PARTY WEBSITES
9. WARRANTY DISCLAIMER
Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Website; what content you access via the Website and its affiliated services; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release Company from all liability for you having acquired or not acquired content through the Website. The Website may contain, or direct you to sites containing information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Website, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS SUPPLIERS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER COMPANY NOR ITS SUPPLIERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. THE WEBSITE IS CONTROLLED AND OFFERED BY COMPANY FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. COMPANY MAKES NO REPRESENTATIONS THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE WEBSITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
You agree to defend, indemnify and hold harmless Company, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, demands, and expenses (including but not limited to attorneys' fees) arising from: (i) your use of and access to the Website or any Content that you post thereon; (ii) your violation of any term of this Agreement or your representations and warranties set forth above; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) your use of the Website in any products or services you may offer to third parties (including customers); or any claim that one of your User Submissions caused damage to a third party.
By using the Website, you represent and warrant that (i) all registration information you submit is accurate and truthful; (ii) you will maintain the accuracy of such information; (iii) you are 13 years of age or older; (iv) your use of the Website does not violate any applicable law or regulation; and (v) you are of legal age to agree to these terms and conditions or you have your parents' permission to do so. Your profile and all associated Content may be deleted and your membership may be terminated without warning if Company believes that you are in breach of any of the foregoing representations and warranties.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY, ITS SUPPLIERS', OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOST PROFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SUBJECT TO THE FOREGOING, COMPANY'S LIABILITY TO YOU FOR ANY REASON, WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES IN CONNECTION WITH THE WEBSITE DURING THE TERM OF YOUR MEMBERSHIP OR, IF GREATER, FIVE HUNDRED DOLLARS ($500).
YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY SHALL NOT BE LIABLE FOR COMMERCIAL USE, USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS SOLELY AND ENTIRELY WITH YOU.
You may not transfer or assign this Agreement or any rights and licenses granted hereunder without the Company's prior written consent. The Company may freely transfer, assign, or delegate this Agreement, and any of its rights or obligations hereunder.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever. If there is any dispute about or involving the Website, you agree that the dispute shall be governed by the laws of the State of California, without regard to conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Alameda County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.