Terms and Conditions
(rev. April 11, 2012)
Your
Agreement with T3Media, Inc.
For purposes of these Terms and
Conditions, “Website” shall mean the websites with the address www.t3media.com,
and/or www.t3licensing.com and “T3Media”, shall hereinafter refer to T3Media,
Inc, formerly known as Thought Equity Motion, Inc. The following are the Terms and Conditions
that govern your use of this Website and, if applicable, the T3Media technology
platform (the “Platform”). These Terms and Conditions may be updated by us from
time to time without notice to you. Please be aware it is your responsibility
to review these Terms and Conditions when using the Website and/or Platform to
insure you are aware of all amendments to them.
In addition, when using particular services, you shall be subject to any
posted guidelines or rules applicable to such services, which may be posted
from time to time. All such guidelines or rules are hereby
incorporated by reference into these Terms and Conditions.
Account
Information
In consideration of your use of the
Website, you agree to:
(i) provide true, accurate, current and complete information about yourself and/or
your company as prompted by the Website’s registration form (such information
being the “Account Data”); and (ii) maintain and promptly update the Account
Data to keep it true, accurate, current and complete. You shall receive a
password and user name upon completing the registration process. You are
responsible for maintaining the confidentiality of the password and user name,
and are fully responsible for all activities that occur under your password or
user name. You further agree to: (i) immediately notify T3Media of any
unauthorized use of your password or user name or any other breach of security;
(ii) ensure that you exit from your account at the end of each session; and
(iii) defend, indemnify and hold harmless T3Media from any loss or damage
arising from unauthorized use of your password or user name.
THESE TERMS AND CONDITIONS OF USE
CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND T3MEDIA. IF YOU ARE USING THE WEBSITE AND/OR PLATFORM
ON BEHALF OF YOUR EMPLOYER, PRINCIPAL OR CLIENT, EACH OF YOU AND YOUR EMPLOYER,
PRINCIPAL OR CLIENT ARE SUBJECT TO THE TERMS OF THESE TERMS AND CONDITIONS, AS
AMENDED FROM TIME TO TIME.
Competence
to Accept Terms and Conditions
By using the Website, accessing or
creating an account with T3Media, or uploading Content via the Platform Upload
Service (defined below), if applicable, you affirm that you are fully able and
competent to agree to these Terms and Conditions and any other obligations,
affirmations, representations, and warranties set forth herein and on the
Website or in our License Agreements, that you have the power and authority to
agree to these terms on behalf of yourself or your principal, and that you have
read and agree to such Terms and Conditions.
Ownership
The Website is owned and operated by
T3Media. All aspects of the Website,
including, but not limited to the design and “look and feel” thereof, and all
of the content featured or displayed therein, including, but not limited to
text, graphics, photographs, images, moving images, animation, sound,
illustrations and software and compilations thereof (together with the Marks
(as defined below)) are referred to herein as “Content”) and are owned by T3Media
and/or its licensors and/or Content providers. “THOUGHT EQUITY,” “T3MEDIA,” its
respective logo, and all other marks owned by T3Media (the “Marks”) are
trademarks of T3Media and may not be used without the prior written permission
of T3Media. Any graphical marks, logos,
other proprietary rights or slogans contained in the Website are trademarks of T3Media’s
suppliers or licensors and may not be copied, or used, in whole or in part,
without prior consent of T3Media or the applicable trademark owner.
All elements of the Website and
Platform, including but not limited to, the Content thereof are protected by
trade dress, copyright, moral rights, trademark, and other laws relating to
property rights. Except as explicitly
permitted under separate agreement with T3Media, no portion or element of the
Website, the Platform, or the Content may be reproduced, distributed, modified,
publicly performed or displayed, transmitted, reverse engineered, decompiled,
sold, sublicensed or otherwise exploited via any means or in any way, and the
Website, the Platform, the Content, and all related rights shall remain the
exclusive property of T3Media, its licensors, Content providers, and/or its
Platform service customers unless otherwise expressly agreed.
Use
of the Website and Content
The Website and any Content available
for licensing via the Website or from T3Media are intended to be accessed and
utilized by customers and registered users of T3Media. You are specifically
prohibited from: (i) copying or re-transmitting any portion or the entire Website;
(ii) downloading and/or using any of the Content available from T3Media without
a valid license agreement with T3Media or absent other agreements between T3Media
and Platform service customers; or (iii) manipulating or otherwise displaying
the Website or any Content available from the Website or T3Media by using
framing or other navigational technology.
You are also prohibited from using any data mining, automated, robotic
or similar data aggregation or extraction methods or technologies on or in
connection with this Website. Any unauthorized
use of this Website, the Platform, or any Content available from this Website
or T3Media may violate applicable copyright and trademark laws, right of
privacy or right of publicity, and/or other proprietary rights and applicable
federal, state and local laws, rules, orders or regulations, which shall
entitle T3Media to take action against you, your employer or principal
including, without limitation, seeking injunctive relief, as well as damages in
the form of actual damages for loss of income, profits derived from the
unauthorized use and, where appropriate, attorneys’ fees, other costs of
collection, and/or statutory damages.
By accessing the Website, the
Platform, or logging into your account and utilizing the Website or Platform,
including the viewing, licensing or downloading of any Content, you agree that
you have read and agree to all the Terms and Conditions contained herein and in
the Privacy Policy and that you will comply with all
applicable laws and regulations, and all privacy and other intellectual
property and export laws.
Downloading
of Content
In order to download, license and
use copyrighted Content from T3Media, you must enter into and agree to be bound
by the terms and conditions set forth in our License Agreement or other
applicable agreements with us for your use of Content prior to the delivery or
download of such Content. In the event
you receive or download Content without a valid License Agreement, you must
return the Content to T3Media, make no public use of the Content, and retain no
copies of the Content. In the event you
make any commercial, editorial or public use of any Content without a valid License
Agreement, your use shall constitute copyright infringement and entitle T3Media
to all legal and equitable relief against you for such use, and you shall
indemnify T3Media, its licensors, suppliers, officers, directors, employees,
and agents against all claims, damages, liabilities, costs and expenses,
including reasonable attorneys’ fees, arising from or in connection with your
use or exhibition of such Content, and for your negligent or willful
misconduct.
T3Media may use certain technology
including, but not limited to, watermarks or other digital rights management
technologies to protect the data and Content on our Website. This technology may be embedded within the Content
available on this Website. T3Media
reserves the right to use such technology to track, monitor and protect the Content
and data available on this Website and distributed or otherwise made available
by T3Media. Failure to agree to the use
of such technology requires that you discontinue use of the Website or any Content
available or downloaded from the Website.
When you access the Website or download Content from T3Media, you agree
not to disrupt the use of such technology by disabling such technology. Further you will not attempt to remove any
proprietary rights notices, including but not limited to copyright notices,
embedded in the Content or anywhere on the Website. Use of the Website represents your agreement
not to engage in any activity that disrupts, evades, intercepts, impedes, or
violates any technology enabled on the Website or that violates any applicable
federal, state or local laws or regulations, or these Terms and Conditions.
All license fees reflected on an invoice
or quote in connection with any Content you download or otherwise receive or
license from T3Media include applicable fees associated with the access,
processing, and fulfillment of Content through the Website and the Platform. Depending on your requested or licensed use
of Content and/or delivery method of Content, additional fees may apply and
will be reflected on your invoice or quote associated with the Content you
download or otherwise receive or license from T3Media.
Syndication
of Content
T3Media may permit from time to time
the embedding of certain links to Content available on the Website into blogs
and/or other websites. Any person who
chooses to embed such links is specifically put on notice that T3Media has the
right, in its sole discretion, at any time and without notice to turn off or otherwise disable any such
embedded link and any individual who syndicates or embeds a link from the
Website expressly agree to be bound by these Terms and Conditions as when you
undertake any action of syndication.
Disclaimer
YOU EXPRESSLY UNDERSTAND AND AGREE
THAT:
1.
THE
WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST
EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, T3MEDIA EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT.
2.
T3MEDIA
MAKES NO WARRANTY THAT: (i) THE WEBSITE SHALL MEET YOUR REQUIREMENTS; (ii) THE
WEBSITE SHALL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS; (iii) THE CONTENT OR THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE WEBSITE SHALL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF
ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY
YOU THROUGH THE WEBSITE SHALL MEET YOUR EXPECTATIONS; (v) ANY ERRORS IN THE CONTENT
OR WEBSITE SHALL BE CORRECTED; AND (vi) THE WEBSITE OR ANY CONTENT IS
MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR DOES NOT INFRINGE UPON ANOTHER’S
RIGHTS.
3.
NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM T3MEDIA OR
THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY, UNLESS EXPRESSLY STATED
IN THESE TERMS AND CONDITIONS OR IN ANY APPLICABLE AGREEMENT, BETWEEN YOU AND T3MEDIA.
YOU ACKNOWLEDGE THAT NEITHER T3MEDIA
NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE OR LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RESULTING
FROM YOUR ACCESS TO OR USE OF THE WEBSITE OR THE CONTENT THEREON UNLESS
OTHERWISE PROVIDED IN AN APPLICABLE AGREEMENT BETWEEN YOU AND T3MEDIA. WITH
RESPECT TO ALL OTHER CLAIMS RELATED TO YOUR USE OF THE WEBSITE OR CONTENT,
EXCEPT AS OTHERWISE SET FORTH IN A LICENSE AGREEMENT FOR USE OF THE CONTENT
WITH T3MEDIA, T3MEDIA’S LIABILITY SHALL NOT EXCEED $500.
T3MEDIA USES REASONABLE ENDEAVORS TO
ENSURE THAT THE WEBSITE AND THE PLATFORM AND ITS SERVICES ARE AVAILABLE 24
HOURS A DAY 7 DAYS A WEEK. THERE WILL BE
OCCASIONS, HOWEVER, WHEN THE WEBSITE, THE PLATFORM, OR T3MEDIA’S SERVICES WILL
BE INTERRUPTED FOR MAINTENANCE, UPGRADES, AND EMERGENCY REPAIRS OR DUE TO
FAILURE OF THIRD PARTY EQUIPMENT OR TELECOMMUNICATION VENDORS THAT ARE BEYOND
THE CONTROL OF T3MEDIA. EVERY REASONABLE
STEP WILL BE TAKEN TO MINIMIZE ANY DISRUPTIONS.
YOU AGREE THAT T3MEDIA SHALL NOT BE LIABLE TO YOU FOR ANY MODIFICATION,
SUSPENSION, OR DISCONTINUANCE OF THE WEBSITE OR THE PLATFORM. YOU ARE RESPONSIBLE FOR CREATING BACKUPS OF
ANY CONTENT YOU POST TO THE WEBSITE OR THE PLATFORM.
Privacy
Policy
T3Media is committed to respecting
and protecting your privacy. Please
review our Privacy Policy for information regarding how we
collect, use, and disclose personal information.
Indemnity
You shall defend, indemnify and hold
harmless T3Media, its subsidiaries, affiliates, licensors, Content providers
and their respective officers, directors, employees, agents, successors and
assigns, from any and all loss, damage, liability, cost and expense, including
without limitation attorneys’ fees and costs, incurred by any or all of them as
a result of your breach of these Terms and Conditions or your unauthorized use
of the Website, the Content, and/or other related rights.
No
Unlawful or Prohibited Use
As a condition of your use of the
Website or the Platform, if applicable, you represent and warrant to T3Media
that you shall not use the Website or the Platform for any purpose that is
unlawful or prohibited by these Terms and Conditions. You may not use the
Website or the Platform in any manner that could damage, disable, overburden,
or impair the Website or Platform or interfere with any other party’s use and
enjoyment of the Website or Platform. You may not obtain or attempt to obtain
any materials or information through any means not intentionally made available
or provided for through the Website or Platform, if applicable.
Platform
Service Customers
For customers that have contracted
with T3Media to use the Platform (the “Platform Service Customers”), you agree,
in consideration of uploading Content to the Website or to the Platform, that:
(i) you are at least 18 years of age; (ii) you own or control the copyrights to
all Content and data that you upload and you retain the rights to all Content and
data uploaded by you; (iii) the Content you upload will not violate or infringe
the rights of any third party or any law or regulation.
Irrespective of any other agreement
between You and T3Media, you may not upload, post or transmit any video, image,
text, audio recording, or other work (collectively “Uploaded Content”) that (a)
infringes any third party’s copyrights or other rights (e.g. trademarks,
privacy rights etc.), (b) contains pornography or sexually explicit content;
(c) contains defamatory, discriminatory or hateful content; (c) exploits minors,
(d) depicts extreme violence or unlawful acts, (e) promotes fraudulent schemes;
or (e) violates any law.
By uploading your Content to the T3Media
Platform you are authorizing T3Media to host, store, copy, and analyze
the Uploaded Content in the manner determined by T3Media. Notwithstanding the foregoing, T3Media is not
required to host, index, or display any Uploaded Content or any other Content provided
by you to T3Media, and T3Media may, at its sole discretion, remove or refuse to
host, index or display any Uploaded Content.
You may use
the uploading service made available by T3Media (the “Platform Upload Service”)
for the sole purpose of proving your Content to T3Media. You must immediately notify us of any known
unauthorized use of the Platform Upload Service. You may not use the Platform
Upload Service for any other reason, including but not limited to (i) selling
or otherwise redistributing any aspect of the Platform Upload Service, (ii)
modifying, adapting, translating, or reverse engineering any portion of the Platform
Upload Service; (iii) attempting to break security, access, tamper with or use
any unauthorized areas of the Platform Upload Service; (iv) removing any
copyright, trademark or other proprietary rights notices contained in or on the
Platform Upload Service; (v) attempting to collect or maintain any information
about other users of the Upload Service or other third parties for unauthorized
purposes; (vi) transmitting any viruses, worms, defects, Trojan horses or other
malicious code or items of a destructive nature through the Platform Upload
Service; or (vii) using the Platform Upload Service for any unlawful,
harassing, abusive, criminal or fraudulent purpose.
Notice
and Procedure for Making Claims of Copyright Infringement
Pursuant to Title 17, United States
Code, Section 512, notifications of claimed copyright infringement on the Website
should be sent to our designated agent. If you believe that your work has been
used in a way that may constitute copyright infringement, please provide T3Media’s
designated agent the following information:
1. An electronic or physical signature
of the person authorized to act on behalf of the owner of the copyright
interest;
2. A description of the copyrighted
work that you claim has been infringed;
3. A description of where the material
that you claim is infringing is located on the Website;
4. Your address, telephone number, and
email address;
5.
A
statement by you that you have a good faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law;
6. A statement by you, made under
penalty of perjury, that the above information in your notice is accurate and
that you are the copyright owner or authorized to act on the copyright owner’s
behalf.
To report alleged copyright
infringements, please contact legal@thoughtequity.com.
Miscellaneous
These Terms and Conditions shall be
governed by and construed pursuant to the laws of the State of Colorado,
without regard to such state’s conflict of law rules. The courts located in
Colorado, shall have exclusive jurisdiction over these Terms and Conditions and
you agree to submit to the personal and exclusive jurisdiction of such courts.
The failure of T3Media to exercise or enforce any right or provision of these
Terms and Conditions shall not constitute a waiver of such right or provision.
If any part of these Terms and Conditions are determined to be invalid or
unenforceable pursuant to applicable law including, but not limited to, the
warranty disclaimers and liability limitations set forth above, then the
invalid or unenforceable provision shall be deemed superseded by a valid,
enforceable provision that most closely matches the intent of the original
provision and, in any case, the remainder of the Terms and Conditions shall
continue in effect. Unless otherwise specified herein, these Terms and
Conditions constitute the entire understanding between you and T3Media with
respect to the Website and it supersedes all prior or contemporaneous
communications and proposals, whether electronic, oral or written, between you
and T3Media with respect to the T3Media Website.
Contact
Information
All questions regarding the Terms
and Conditions should be directed to T3Media at:
legal@t3media.com
or by calling (866) 815-6599.
© 2012 T3Media, Inc. All rights
reserved.
