(This Agreement was last revised on August 16, 2011)
1.1 U.S. Residents, Age Requirement, and Authority
In order to use any of the Jelli Services, you must be a resident of the United States of America and at least 13 years of age. You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement and (ii) you are at least 13 years old. If you are under 18 years of age you may use the Jelli Services only if you either are an emancipated minor or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
1.2 Account Information
In order to use some features of the Jelli Services, you must create an account and provide certain information, including a user name, a password and a valid email address (the "Account Information"). When creating your account, you must provide accurate and complete information and you agree to update your Account Information as necessary to keep it accurate. You are solely responsible for the activity that occurs on your account. When you create an account you must not use a false or misleading name or a name that you are not authorized to use. Impersonating another person on Jelli is prohibited. You may only create and use one User account to access the Jelli Services. If you link a third-party account to the Jelli Services, you may not create or use a separate account to access the Jelli Services.
4 West 4th Ave, Suite 206
San Mateo, CA 94402
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1.3 Account Confidentiality
You agree that you will not allow others to use any aspect of your Account Information. You are responsible for maintaining the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. Jelli will not be responsible for any losses arising out of the unauthorized use of your member name, password and/or account and you agree to indemnify and hold harmless Jelli, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.
2. JELLI SERVICES LICENSES
2.1 License Grant
Jelli grants to you a limited, non-exclusive, non-transferable license to access and use the Jelli Services in the United States for personal non-commercial purposes only. Jelli reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. Any use of the Jelli Services not specifically permitted under this Agreement is strictly prohibited.
Jelli may from time to time make available to all users of the Jelli Services, updates at no cost or subject to additional fees in Jelli's sole discretion. "Updates" means any updates, upgrades or error corrections to the Jelli Services that Jelli makes available generally to users of the Jelli Services. Notwithstanding anything else contained in this Agreement, Jelli will have no obligation to continue producing or releasing new versions of the Jelli Services or any updates thereto.
3. USER CONTENT
3.1 User Content Representations and Liabilities
Some areas of the Jelli Services may allow Users to post feedback, comments, questions, images, music, and other information or files (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Jelli Services, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that whether or not such User Content published, Jelli does not guarantee any confidentiality with respect to any User Content.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. To the extent that your User Content 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 User Content and have the power to grant the license granted below. You understand that publishing your User Content on the Jelli Services is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
Jelli reserves the right, but is not obligated, to reject and/or remove any User Content that Jelli believes, in its sole discretion, violates these provisions without prior notification.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Jelli takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Jelli Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Jelli Services, is solely your responsibility. Jelli is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that Jelli shall not be liable for any damages you allege to incur as a result of such User Content.
3.2 User Content License Grant
You retain all your ownership rights in your User Content. By posting any User Content on the Jelli Services, you expressly grant, and you represent and warrant that you have a right to grant, to Jelli a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Jelli Services and Jelli's (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Jelli Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Jelli Services a non-exclusive license to access your User Content through the Jelli Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Jelli Services and under this Agreement. You hereby waive and relinquish any right that you may have to inspect, examine or approve any uses of the User Content by the Jelli Services in connection with Jelli, the Web site, the Jelli Services and the advertising or promotion thereof. You further waive and relinquish any and all claims that you may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of “droit moral” against Jelli with respect to the results and proceeds of the User Content and agree that Jelli may combine, alter or modify, without limitation, such work.
4.1 Use of the Jelli Services
Accessing the audio or audiovisual content available on the Jelli Services for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audio or audiovisual work via the Internet from Jelli's Services to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User. You agree that you will not (i) use the Jelli Services to reproduce copyrighted materials; (ii) copy, store, edit, change, prepare any derivative work of or alter in any way any of the tracks streamed through the Jelli Services; (iii) make the Jelli Services available over a network (other than Jelli’s or a Jelli authorized affiliate network) where it could be used by others; (iv) provide your password to any other person; (v) use another User‘s account to access the Jelli Services; (vi) create or use more than one account to access the Jelli Services (including by linking one or more third-party accounts to the Jelli Services in violation of this section); (vii) translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Jelli Services or any portion of them; (viii) circumvent any technology used by Jelli or its licensors to protect content accessible via the Jelli Services; (ix) rent, lease or sublicense any of the Jelli Services; (x) transmit spam, chain letters, or other unsolicited email; (xi) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Jelli Services; (xii) upload invalid data, viruses, worms, or other software agents through the Jelli Services; (xiii) collect or harvest personally identifiable information, including account names, from the Jelli Services; (xiv) use the Jelli Services for any commercial solicitation purposes; or (xv) use the Jelli Services in any way that violates the terms of this Agreement.
4.2 Automated Systems
You agree not to use or launch any automated system that accesses the Jelli Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; including but not limited to, robots, spiders or offline readers. However, Jelli may grant operators of public search engines permission to use spiders to copy materials from the Web site for the sole purpose of creating publicly available searchable indices of the User Content on the Web site, but not caches or archives.
5. TERMINATION OR SUSPENSION OF ACCOUNT
Jelli may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Jelli Services without notice and liability for any reason, including if in Jelli's sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. If Jelli exercises any such rights, the rights given to Jelli to any User Content already supplied to the Jelli Services shall survive termination.
6. OUR PROPRIETARY RIGHTS
Except for your User Content, the Jelli Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content, and all Intellectual Property Rights related thereto, are the exclusive property of Jelli and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Jelli Services. Use of the content or materials on the Jelli Services for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Jelli Services, including without limitation about how to improve the Jelli Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Jelli under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Jelli does not waive any rights to use similar or related ideas previously known to Jelli, or developed by its employees, or obtained from sources other than you.
7. THIRD PARTY LINKS
9. ADDITIONAL REPRESENTATIONS AND WARRANTIES
YOU AGREE THAT YOUR USE OF THE JELLI SERVICES SHALL BE AT YOUR SOLE RISK. THE JELLI SERVICES (INCLUDING ANY SOFTWARE OR CONTENT CONTAINED THEREIN) AND ANY UPGRADES OR PLUG-INS AND ANY LICENSED CONTENT ARE LICENSED TO YOU “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, JELLI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE JELLI SERVICES AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. JELLI MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE JELLI SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND JELLI DISCLAIMS ANY LIABILITY RELATING THERETO.
Jelli makes no guarantees, representations, or warranties that use of results of the use of the Jelli Services will be accurate reliable, current, uninterrupted or without errors. Without prior notice, Jelli may modify, suspend, or discontinue the Jelli Services (including any content) or your use of them. Whenever Jelli elects to modify, suspend, or discontinue the Jelli Services, it will not be liable to you or any third party.
Jelli makes no warranties or representations about the accuracy or completeness of the Web site's User Content or the content of any third party web sites linked to this Web site and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of User Content on the Web site, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Web site, (iii) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or the cessation of transmission to or from the Jelli Services (v) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our Web site by any third party, and/or (vi) any errors or omissions in any User Content or for any loss or damage of any kind incurred as a result of your use of any User Content posted, emailed, transmitted, or otherwise made available via the Web site.
You acknowledge that your submission of any information to us is at your own risk. Jelli does not assume any liability to you with regard to any loss or liability relating to such information in any way.
In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
a. You are at least 18 years of age, or if you are under 18 years of age you are either an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
b. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Jelli Services and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
c. Your User Content and Jelli's use thereof as contemplated by this Agreement and the Jelli Services will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
d. Jelli may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL JELLI, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE JELLI SERVICES, INCLUDING WITHOUT LIMITATION ANY (I) MISTAKES, OR INACCURACIES OF THE CONTENT (INCLUDING USER CONTENT) ON THE WEB SITE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEB SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR THE CESSATION OF TRANSMISSION TO OR FROM THE WEB SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEB SITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT JELLI 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.
Jelli's services are controlled and operated from its facilities in the United States. Jelli makes no representations that the Jelli Services are appropriate or available for use in other locations. Those who access or use the Jelli Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Jelli Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Jelli Services are solely directed to individuals, companies, or other entities located in the United States.
You agree to defend, indemnify and hold harmless Jelli, its affiliates, subsidiaries, officers and directors, agents, employees and partners, and any parties with whom Jelli may contract to provide its services, from and against any and all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, expenses or damages (including, without limitation, reasonable legal fees and expenses) of whatsoever kind and nature imposed on, incurred by or asserted against Jelli, arising out of your use of the Jelli Services or any breach or alleged breach by you of any representation, warranty, covenant or obligation pursuant to this Agreement.
12. DIGITAL MILLENNIUM COPYRIGHT ACT
We respect the intellectual property of others. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Jelli Services, please notify Jelli's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:
a. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
b. Identification of the copyrighted work that you claim has been infringed;
c. Identification of the material that is claimed to be infringing and where it is located on the Jelli Services;
d. Information reasonably sufficient to permit Jelli to contact you, such as your address, telephone number, and, e-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 law; and
f. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Address: 4 West 4th Ave, Suite 206
San Mateo, CA 94402
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Jelli and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Jelli's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Jelli has adopted a policy of terminating, in appropriate circumstances and at Jelli's sole discretion, members who are deemed to be repeat infringers. Jelli may also at its sole discretion limit access to the Jelli Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
13.1 Technology Protection Measures
Jelli uses technology to protect its Service from unauthorized use. Your use of the Jelli Services may be limited by such technology. You acknowledge that, from time to time, Jelli may modify or discontinue using such technology. Security modifications made by Jelli may from time to time include required updates to the Jelli Services. If you attempt to violate or circumvent any system or network security components or technology, you may be subject to civil or criminal liability.
13.2 Account Security
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Jelli without restriction.
Governing Law You agree that: (i) the Jelli Services shall be deemed solely based in California; and (ii) the Jelli Services shall be collectively deemed a passive service that does not give rise to personal jurisdiction over Jelli, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Jelli that arises in whole or in part from the Jelli Services shall be decided exclusively by a court of competent jurisdiction located in San Mateo County, California, unless submitted to arbitration as set forth in the following paragraph.
Arbitration For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Notification Procedures Jelli may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Jelli in our sole discretion. Jelli reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.
Entire Agreement/Severability This Agreement, together with any other legal notices and agreements published by Jelli via the Jelli Services, shall constitute the entire agreement between you and Jelli concerning the Jelli Services. 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 No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Jelli's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.