ACCEPTANCE OF TERMS
1.1 These Terms are entered into by and between you and Rovi Corporation and/or, at Rovi Corporation’s discretion, one or more of its corporate affiliates ("Rovi"), and you accept and are subject to these Terms by using or accessing the Rovi Property. If you are using the Rovi Property on behalf of your employer, you accept these terms on your and your employer’s behalf (and any reference to “you” or ”your” includes your employer) and represent and warrant that you are authorized to accept these Terms on your employer's behalf, and that your employer agrees to indemnify you and Rovi for violations of these Terms. If you do not agree to all of the terms herein or are dissatisfied with the Rovi Property, your sole remedy is to stop using the Rovi Property.
DESCRIPTION OF ROVI PROPERTY
2.1 The term “Rovi Property” means this website and any and all property, services, software, widgets, websites, devices, hardware, platforms, interfaces, resources, tools, products, content, data, applications, metadata, images, rich media, text, music, sound, photographs, graphics, video, advertisements, messages and other materials, products, services or technology owned by Rovi or its affiliates, licensors, partners or end users or made available to you by Rovi directly or indirectly (e.g. on Rovi Property, via hyperlinks or otherwise). Rovi controls and operates Rovi Property from various locations and makes no representation that the Rovi Property is appropriate or available for use in any or all locations. Rovi Property may not be available in your location, and Rovi Property may vary among locations. Upgrades, updates, maintenance and support of Rovi Property are provided by Rovi at its sole discretion.
2.2 Subject to these Terms, Rovi hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to use the Rovi Property as intended and permitted by Rovi solely for your personal, non-commercial use. You agree not to access or use the Rovi Property through any interface other than the one provided by Rovi for such access and use. No other use is permitted without the prior written permission of Rovi. The permitted use described in this paragraph is contingent on your compliance at all times with these Terms.
2.3 As between you and Rovi, Rovi and its affiliates, licensors and partners shall exclusively own and hold all right, title and interest in and to the Rovi Property including, without limitation, any and all intellectual property and proprietary rights and any derivatives, revisions, enhancements, modifications or condensations. You receive no ownership rights or other rights in the Rovi Property (other than rights to use Rovi Property as expressly permitted in and subject to these Terms) and shall not, and shall ensure your employer, employees, agents and affiliates do not, directly or indirectly contest Rovi’s ownership of the Rovi Property.
YOUR OBLIGATIONS AND CONDUCT
3.1 In consideration of your use of the Rovi Property, you agree to: (a) provide accurate, current, and complete information about you on any registration form, if any, and in your Rovi account, if any, and on the Rovi Property (the "Registration Data"); (b) maintain the security of your password and identification, if any; (c) maintain and promptly update the Registration Data, and any information you provide to Rovi, to keep it accurate, current and complete; (d) comply with these Terms and all applicable laws, rules and regulations; and (e) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and for any equipment, hardware, software, infrastructure, internet connections, technology and other services you use to access or otherwise use in connection with the Rovi Property. You are fully responsible for all activities that occur using your password, user names and/or Rovi account, regardless of whether such activities are undertaken by you or a third party.
3.2 You are entirely and exclusively responsible for all information that you upload, display on, post or otherwise transmit via the Rovi Property. You agree not to upload, post or otherwise transmit via the Rovi Property information that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Rovi or other users of the Rovi Property; (b) includes unauthorized disclosure of personal information or violates any laws, rules or regulations; (c) violates or infringes anyone's intellectual property, publicity or other rights or is tortious; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Rovi reserves the right to edit or remove any information that violates these Terms or that contains third-party commercial advertisements.
3.3 You agree that you will not use the Rovi Property to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Rovi or someone else, or spoof Rovi's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content; (d) misrepresent your affiliation with a person or entity; (e) disrupt the Rovi Property or normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Rovi Property; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including, but not limited to, attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect, store or provide to Rovi any personal data about other users unless specifically authorized in writing by such users and Rovi.
4.1 You may obtain direct access via the Rovi Property to Rovi Property or other information that is confidential information of Rovi and its affiliates, licensors, partners or suppliers, including, without limitation, technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as being confidential or is deemed confidential by Rovi ("Confidential Information"). You must hold Confidential Information in strict confidence. As between you and Rovi, Rovi and its affiliates, licensors, partners and suppliers shall exclusively own and hold all right, title and interest in and to the Confidential Information including, without limitation, any and all intellectual property and proprietary rights and any derivatives, revisions, enhancements, modifications or condensations.
4.2 Your obligations regarding Confidential Information will continue in perpetuity after the date of disclosure. Upon termination of the Terms or Rovi's written request, you must cease use of Confidential Information and return or destroy it.
4.3 The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you lawfully possessed prior to your receipt from Rovi, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public lawfully through no act or omission by you, or otherwise without violation of the Terms; (c) you lawfully obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently and lawfully developed without the use of Confidential Information and without the participation of individuals who have had access to it; or (e) is required by law to be disclosed in response to a valid order by a court or other governmental body or as necessary to establish the rights of either party under these Terms, but only as disclosed after prior notice to Rovi adequate to afford Rovi the opportunity to object to the disclosure or seek confidential treatment in its discretion.
5.2 If you wish to submit products to Rovi for inclusion on our websites, databases or other Rovi Property, please refer to our Product Submissions page located here for more information about our product submission process. Notwithstanding anything to the contrary, by submitting such products and other materials to Rovi, you acknowledge and agree that those products and materials will not be returned to you and may be used by Rovi at its discretion on an unrestricted basis for any purpose. As between you and Rovi, Rovi and its affiliates shall exclusively own and hold all right, title and interest in and to such products and materials you submit to Rovi, including, without limitation, any and all intellectual property and proprietary rights and any derivatives, revisions, enhancements, modifications or condensations. For the avoidance of doubt, all information, data, editorial content, materials, images, rich media and other content about products collected and/or created by Rovi (including, without limitation, with or without reference to the products and/or materials you submitted to Rovi) are the property of Rovi and are Rovi Property for purposes of these Terms.
CONTENT PROVIDED VIA LINKS AND THIRD PARTY CONTENT
You may find third party content and/or links to third party Internet sites or resources in or on the Rovi Property. You acknowledge and agree that Rovi is not responsible for activities of third parties or the availability of such content or external third party sites or resources, and Rovi does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources or from third parties. Rovi will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services.
You agree to indemnify and hold Rovi and its subsidiaries, affiliates, licensors, partners and suppliers and their respective shareholders, officers, directors, agents, licensors, suppliers, customers, alliance members, partners, employees and representatives harmless from any claims made or brought by a third party, including, without limitation, lawsuits, actions, proceedings, arbitrations, liabilities, damages, fees, penalties, judgments, settlements, expenses or demands, reasonable attorneys' fees, due to, relating to or arising out of your content, property or any information or materials you provide or provided to Rovi, use of or access to Rovi Property by you and/or your affiliates, shareholders, officers, directors, agents, licensors, suppliers, customers, alliance members, partners, employers, employees and representatives (including, without limitation, any use on behalf of your employer or any third party), your violation of the Terms, or your violation of any rights of another.
NOTICES; MODIFICATION AND TERMINATION OF ROVI PROPERTY
Rovi may provide notice to you via email, regular mail, or posting notices or links to notices via the Rovi Property. Rovi and its designees reserve the right to, at any time, monitor, restrict access to, edit, remove, delete, modify, limit, suspend or terminate the Rovi Property (or any part thereof or related information or files), and/or your use of or access to the foregoing, with or without notice and in its sole discretion. If you breach these Terms, these Terms and any and all of your rights to use or access Rovi Property shall immediately and automatically cease and terminate. Rovi will not be liable to you or any third-party for any deletion, modification, limitation, suspension, or termination of the Rovi Property (or any part thereof or related information or files), or loss of related information.
ADVERTISEMENTS AND PROMOTIONS
Rovi may run advertisements and promotions on the Rovi Property, including, without limitation, on behalf of third parties. Your correspondence or business dealings with, or participation in promotions of, advertisers or companies other than Rovi found on or through the Rovi Property, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or company. Rovi is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of advertisements or promotions on the Rovi Property.
INTELLECTUAL PROPERTY RIGHTS
10.1 Except as expressly authorized by Rovi, you agree not to reproduce, link to (via hyperlinks or otherwise), scrape, modify, rent, copy, lease, loan, sell, distribute, mirror, frame, syndicate, cache, store, record, publish, download, transmit, display or create derivative works of the Rovi Property, in whole or in part, by any means. You may not, for example, publish any portion of the Rovi Property (or links thereto) on any internet, intranet or extranet site or incorporate the Rovi Property in any product, database, compilation, archive or cache. You must not modify, decompile, or reverse engineer any software Rovi discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership. You shall not attempt to circumvent any content protection mechanisms or digital rights management systems.
10.2 "Rovi Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Rovi uses in connection with its products and services. You agree to comply with Rovi’s trademark and logo usage requirements as may be in effect from time to time. You may not use, remove or alter any Rovi Trademarks, or co-brand your own products or material with Rovi Trademarks, without Rovi's prior written consent. You acknowledge Rovi's rights in Rovi Trademarks and agree that any use of Rovi Trademarks by you shall inure to Rovi's sole benefit. You agree not to incorporate any Rovi Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.
10.3 Rovi is committed to respecting others' intellectual property rights, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement on Rovi Property, please contact our Copyright Agent in accordance with our Copyright Policy which is available here and incorporated into these Terms.
10.4 Except as expressly set forth in these Terms, no right or license, express or implied, is granted to you or any third party by estoppel, implication, exhaustion or other doctrine of law, equity or otherwise with respect to any Rovi Property or any other product, content, technology, intellectual property or service of Rovi or its affiliates, licensors or partners. In addition, nothing in these Terms shall be deemed to grant to you or any third party the right or license to use Rovi Property on any platform or device, in any place or in any manner which is not expressly authorized hereunder. For clarity, no right or license, express or implied, is granted to you or any third party by estoppel, implication, exhaustion or other doctrine of law, equity or otherwise with respect to any patent or patent application of Rovi or its affiliates, licensors or partners. Nothing in these Terms shall be deemed to be a waiver or release of your past, present or future obligations to acquire such rights and/or licenses from Rovi or its affiliates, licensors or partners.
DISCLAIMER OF WARRANTIES
11.1 YOUR USE OF THE ROVI PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL ADVERTISEMENTS AND OTHER CONTENT, IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. ROVI AND ITS AFFILIATES, LICENSORS, LICENSEES, SUPPLIERS, CUSTOMERS AND PARTNERS SHALL HAVE NO DIRECT OR INDIRECT LIABILITY OR RESPONSIBILITY ARISING FROM YOUR USE OF OR RELIANCE ON THE ROVI PROPERTY. THE ROVI PROPERTY IS PROVIDED ON AN "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. ROVI DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ROVI MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, AVAILABILITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE ROVI PROPERTY.
11.2 ROVI MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE ROVI PROPERTY WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ROVI PROPERTY WILL BE ACCURATE, COMPLETE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, TIMELY, SECURE, ERROR-FREE OR RELIABLE; (C) THE QUALITY OF ANY ROVI PROPERTY OR PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE ROVI PROPERTY WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS OR DEFECTS IN THE ROVI PROPERTY WILL BE CORRECTED.
11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR PROPERTY OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE ROVI PROPERTY (INCLUDING, WITHOUT LIMITATION, DAMAGE CAUSED BY CHANGES TO ROVI PROPERTY), INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
LIMITATION OF LIABILITY
12.1 TO THE FULLEST EXTENT PERMITTED BY LAW, ROVI IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE ROVI PROPERTY, EVEN IF ROVI HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE ROVI PROPERTY; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE ROVI PROPERTY; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR CONTENT, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; (D) DEATH OR PERSONAL INJURY OR (E) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
12.2 TO THE EXTENT THAT THE APPLICABLE LAWS OF ANY JURISDICTION DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DEATH OR PERSONAL INJURY, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXCLUSION OF STATUTORY RIGHTS OR DAMAGES FOR FRAUDULENT MISREPRESENTATION, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY, BUT ONLY TO THE EXTENT THAT THE EXCLUSION OR LIMITATION IS NOT ALLOWED BY APPLICABLE LAWS.
14.1 The Terms constitute the entire agreement between you and Rovi relating to the subject matters herein, and cancel and supersede any prior versions of the Terms. No modifications made by you to the Terms will be binding on Rovi unless in writing and signed by an authorized Rovi representative. Rovi reserves the right to terminate and/or change these Terms at any time in its sole discretion with or without notice. Rovi may notify you of any such changes solely by changing these Terms and making them available on this website. Your continued use of the Rovi Property after the posting of any amended Terms shall constitute your agreement to be bound by any such changes. You shall not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when you use Rovi or third-party products or services.
14.2 You agree that any material breach of Sections 3, 4, 5, 6 and 10 of the Terms will result in irreparable harm to Rovi for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Rovi will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Rovi seeks such an injunction.
14.3 California law and controlling U.S. federal law govern any action related to the Terms and/or your use of the Rovi Property. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Rovi agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California, U.S.A.
14.4 The Rovi Property and products derived or obtained from the Rovi Property may be subject to the U.S. export laws, rules and regulations and the export or import laws, rules and regulations of other countries. You agree to comply strictly with all such laws, rules and regulations and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or your local laws; (b) not use Rovi Property or anything derived from the Rovi Property to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Rovi Property or anything derived from the Rovi Property to prohibited countries and entities identified in the U.S. export regulations.
14.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
14.6 The Rovi Property may contain or link to forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Rovi's roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and Rovi's ability to compete in a rapidly changing marketplace. For a detailed listing of the potential factors affecting Rovi's business and these forward-looking statements, please refer to Rovi's periodic reports on Forms 10-Q and 10-K that are filed with the Securities and Exchange Commission (available at http://www.sec.gov/).
14.7 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
14.8 In the event of a conflict between these Terms and any other agreements between you and Rovi, Rovi shall determine in its discretion which terms shall govern.
14.9 This English language version of these Terms governs your relationship with Rovi and any translations of the Terms into another language shall not be binding on Rovi.