MUVI RESPECTS ARTISTS’ RIGHTS, YOU MUST OWN ALL RIGHTS TO YOUR CONTENT. MUVI DOESN’T SUPPORT ANY ILLEGAL CONTENT. YOUR ACCOUNT MAY BE DISABLED IN OUR SOLE DISCRETION IF YOU DO NOT COMPLY WITH THE TERMS OF THIS AGREEMENT.
THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) GOVERNS YOUR FREE TRIAL OF THE MUVI SERVICE.
IF YOU PURCHASE THE MUVI SERVICE, THIS AGREEMENT WILL ALSO GOVERN YOUR PURCHASE AND ONGOING USE OF THE MUVI SERVICE.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY USING THE MUVI SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE MUVI SERVICE.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
You may not access the Muvi Service if you are our direct competitor, except with our prior written consent. In addition, You may not access the Muvi Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on November 20, 2015. It is effective between you and Muvi as of the date you accept this Agreement (the “Effective Date”).
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Terms of Service Agreement.
“Application” shall mean computer-based software or an Internet-accessible system that interacts with a user.
“Application Programming Interface” or “API” shall mean a source code interface that causes an Application to respond to automated requests for data or services made by other Applications.
“Authorized User” means any individual who is your employee or such other person or entity as you may authorize, to access the Muvi Service pursuant to your rights under this Agreement.
“Content” means any information, text, graphics, videos, photos or other materials uploaded, downloaded or appearing on the Muvi Service any content used with the Muvi Service.
“Documentation” means the technical materials provided by Muvi to Subscriber in hard copy or electronic form that describe the features, functionality or operation of the Muvi System.
“Domain Name” means a domain name specified by Subscriber in a Statement of Work for its linking the Subscriber’s site to the hosted Media Platform.
“End User” means Subscriber’s customers who are users of Media Platform.
“End User Information” means all information collected by Muvi from End Users regarding any aspect of any transaction as well as any traffic data collected by Muvi regarding End Users use of a Media Platform.
“Error” means a reproducible failure of the Muvi Service to substantially conform to the Documentation.
“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
“Link” means a hypertext link on a Subscriber site that links to the Media Platform which will forward End Users to the Media Platform without any intervening pages, links, pop-up menus, or screens. Links will also include links from Subscriber-affiliated mobile computing applications and social media pages to the Media Platform.
“Muvi” means Muvi LLC, a Delaware limited liability company with its principal address at of 103 Patroon Dr, Suite 8, Guilderland, NY 12084.
“Muvi Service” means the products and services as described in an applicable Order Form that are ordered by Subscriber under an Order Form and delivered by Muvi to Subscriber using the Muvi System.
“Muvi System” means the technology, including hardware and software, used by Muvi to deliver the Muvi Service to Subscriber.
“Consulting Services” means any services provided pursuant to the Consulting Addendum by Muvi to Subscriber in addition to and separate from the Muvi Services, including but not limited to custom design, custom development, or marketing services, and provided pursuant to a mutually-acceptable written document that sets forth the specific Consulting Services to be provided, deliverables, if any, Subscriber obligations, the schedule for performance of the Consulting Services, fees and payment terms, the acceptance or approval process, and such other matters upon which the parties agree.
“Order Form” means the online order form where you place order for Muvi services.
“User” means either an Authorized User or an End User.
We may permanently or temporarily terminate or suspend your access to the Muvi Service without notice if, in our sole determination, you violate any provision of this Agreement.
You are solely responsible for your interactions with End Users. We reserve the right, but have no obligation, to monitor disputes between you and End Users. Muvi shall have no liability for your interactions with End Users, or for any User’s action or inaction.
Muvi allows you to pre-purchase Professional Services to be performed by Muvi at a future date (“DevHours”). To purchase, redeem, and keep DevHours, you must create and maintain an account on the Muvi Service in good standing, registered with a valid credit card.
You agree that any Content that you originate on the Muvi Service does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that any Content that you originate on the Muvi Service contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such Content and have the power to grant the license granted below. Muvi reserves the right, but is not obligated, to reject and/or remove any Content that Muvi believes, in its sole discretion, violates any of these provisions. You understand that publishing Content on the Muvi Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
In connection with any Content that you make available through the Muvi Service, you affirm, represent and warrant the following:
Muvi takes no responsibility and assumes no liability for any Content that you or any other User or third party posts, sends, or otherwise makes available over the Muvi Service. You shall be solely responsible for the Content you originate and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Muvi Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of Content originated by you. You understand and agree that you may be exposed to Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Muvi shall not be liable for any damages you allege to incur as a result of or relating to any Content that is not originated by Muvi.
In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
The sections intended to survive termination of this Agreement shall survive, including but not limited to the sections and subsections titled Definitions, DevHours and Related Transactions, Limitations, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous.
The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York County, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Muvi from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.