TERMS AND CONDITIONS OF USE
Welcome to OneScreen. OneScreen Inc. (“OneScreen”), with a home page located at http://www.onescreen.com, operates an online digital content exchange and media platform, which includes this website(the “Site”). Use of this Site, including any services and functionalities provided herein, is maintained as a service to our customers (collectively, the “Services”). By using the Site, you agree to comply with and be bound by the following terms and conditions of use. Please review these terms and conditions carefully. If you do not agree to these terms and conditions, you should not use the Site.
1. Introduction. The Services are owned by OneScreen and its subsidiary corporations. Use of this Site is designed to provide users with information about the Services, as well as to provide our users with educational and entertainment content (collectively, “Content”).
2. Agreement. This agreement ("the "Agreement") specifies the terms and conditions for access to and use of the Site and other Services and describes the terms and conditions applicable to all your access of and use of the Services, including that of any entity (whether or not the corporate “parent” or any other affiliate of such entity is also a member of the Exchange), individual, or other user that is granted access to this Site. OneScreen reserves the right to revise this Agreement at any time, in its sole discretion, and you agree to be bound by such revisions or modifications. In such an event, OneScreen shall post the modified agreement on the Site. You can view the most recent version of these terms at any time at http://www.onescreen.com/legal/sites-terms. OneScreen may have separate registration procedures and separate terms and conditions, terms of service, user agreements, or similar legal agreements for certain Services. You acknowledge and agree that each use of this Site shall constitute and be deemed your unconditional acceptance of this Agreement, and any other posted guidelines or rules applicable to any website where the Services are found. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
For those portions of the Site that require registration, you will be assigned a username and password. Such username and password are for the use of your employees and authorized agents. You shall keep your username and password secure, and shall not disclose either to any other persons other than your employees and authorized agents. If you know or have reasonable cause to know that any individual or entity that is not your employee or authorized agent has used your account without your prior authorization, you shall promptly change your password and immediately notify OneScreen of any unauthorized use of the Services. You may never use another’s account without that party’s permission. You agree that you will exit your account at the end of each session. You are fully responsible for any and all activities that occur under your username, and for the confidentiality of your password and username. OneScreen will not be liable for any loss or damage arising from your failure to comply with any provision in this paragraph, and you may be liable to OneScreen or others from any failure to comply with this paragraph.
4. Ownership. All Content included on this Site is and shall continue to be the property of the original Content supplier (which may include OneScreen and its subsidiaries) and is protected under applicable copyright, patent, trademark, and other proprietary rights. Use of this Site does not permit any copying, redistribution, modification, publication, transmission, transfer or sale, maintenance, retainer, creation of a derivative work, link, display, or in any other exploitation of any Content available through the Services or any part of this Site; any such use or attempt of use is strictly prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your use of this Site or by accepting the terms of this Agreement. You acknowledge and agree that engaging in any of the aforementioned conduct may constitute criminal and/or unlawful behavior for which you may be held criminally or civilly liable.
5. Intended Audience. The Content found on or through this Site is intended for adults only, and may contain certain adult or mature content. If so, individuals less than the age of 18, or who are otherwise not permitted to access such Content under the laws of the applicable jurisdiction, may not access such Content. This website is not intended for any children under the age of 13. If anyone under the age of 13 seeks to conduct a transaction through the Services, OneScreen will require verified parental consent, in compliance with the Children’s Online Privacy Protection Act of 1998 (“COPPA”). Some of areas of the Services may not be available to children under the age of 13 under any circumstances, and you shall be fully responsible for any conduct, access, or use of the Site and other Services, including any consequences of use or misuse by such children.
6. Trademarks. OneScreen, OneScreen.com, OneScreen Exchange, OneScreen Media Platform, and others are either trademarks, service marks, or registered trademarks/service marks of OneScreen. Other product and company names mentioned on this Site may be trademarks or service marks of their respective owners.
7. Use of the Services. Your permission to access and use the Services as provided through this Site, and as set forth in this Agreement is conditioned on your agreement that:
(a) you agree not to distribute in any medium any part of the Services or Content that is being offered through this Site without OneScreen’s prior written authorization, unless OneScreen makes available the means for such distribution through functionality offered by the Services;
(b) you agree not to alter or modify any part of this Site or other Services;
(c) you agree not to access Content offered through the Services through any technology or means other than through functionalities of the Services, or any other explicitly authorized means OneScreen may designate;
(d) you agree not to use the Services for any commercial purpose outside the scope of this Agreement, and any and all relevant service agreements with OneScreen without first obtaining OneScreen’s prior written approval;
(e) you agree not to restrict or inhibit any other authorized third party/User from using the Site or other Services;
(f) you agree not to break into, or “hack”, any computers, servers, other systems, or reverse engineer, decompile, disassemble, or otherwise attempt to gain access to, any products, software, services, applications, or code that is used by OneScreen or any of its subsidiaries or suppliers in connection with the operation of the Services;
(g) provide access to, or otherwise make available, the Services, or any page of the Site thereof, to any unauthorized third parties;
(h) “frame” or “mirror” any portion of the Site;
(i) link to any page of the Site which is otherwise restricted from general public access;
(j) collect any information about any other members, visitors, participants, or Users of the Services for unauthorized commercial or unlawful purposes;
(k) use any site search or retrieval application or other manual or automatic device or process in order to retrieve, index, “data mine” or reproduce or circumvent the navigational structure or presentation of the Site;
(l) disclose to any third parties any features or functionality of the Services that have not already been disclosed by OneScreen;
(m) impersonate any person or entity, including without limitation, any OneScreen representative or employee, or falsely state or misrepresent any affiliation with a person or entity;
The Site and other Services may contain links to third party websites that are not owned or controlled by OneScreen. OneScreen has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. OneScreen will not, and cannot censor or edit the content of any third party website. By your use of the Site and related Services, you expressly relieve OneScreen from any and all liability arising from your use of any third party website.
By using the Services, you also agree not to copy materials on the Site, reverse engineer or break into the Site, or use the Services in violation of any law. Your use of the Services is at the sole discretion of OneScreen and OneScreen reserves the right to terminate or suspend your use or access to the Services, or to discontinue any aspect of the Services at any time, for any reason in its sole discretion, without giving prior notice.
8. Use of Content. Your use and access to Content on this Site is conditioned upon the following:
(a) you acknowledge and agree that Content on the Site or otherwise available through other Services, and the trademarks, service marks, and logos on the Site, are owned by or licensed to OneScreen by its applicable licensors, and are subject to copyright and other intellectual property rights under the law;
(b) you acknowledge and agree that Content is provided “AS IS”. You may access Content for your use solely as intended through the functionality of the Services and as permitted under this Agreement. You may not download any Content unless such an action is expressly permitted through the functionality of the Services and pursuant to the terms of a duly executed service agreement. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purpose without the prior written consent of OneScreen and/or the respective licensor(s) of the Content. OneScreen and the licensors of any Content found on the Site or made available through the Services reserve all rights not expressly granted in and to the Services and the Content;
(c) you agree not to circumvent, disable, or otherwise interfere with security-related features of the Site and Services or features that prevent or restrict use or copying of any Content or enforce limitations on the use of the Site, other Services or the Content therein;
(d) you acknowledge and agree that by use of the Services, you will have access to Content from a variety of sources, and that OneScreen is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to Content. You acknowledge and agree that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against OneScreen with respect thereto, and to the maximum extent permitted by applicable law, agree to indemnify and hold OneScreen, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters relating to your use of the Services;
9. Content and Conduct. Pursuant to this Agreement and relevant functionalities of the Services, you may be permitted to submit Content to the Services. Except as otherwise provided in writing, OneScreen does not guarantee any confidentiality with respect to any submitted Content.
Each user, including yourself, is solely responsible for their own Content and the consequences of submitting and publishing Content to the Services. You hereby affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit. You hereby license OneScreen to all patent, trademark, trade secret, copyright, or other proprietary rights in and to such Content for publication on the Services pursuant to this Agreement.
Except as may otherwise be provided for in a written service agreement, by submitting Content to OneScreen, you hereby grant OneScreen a worldwide, non-exclusive, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare distributive works of, display, and perform the Content in connection with the Services and OneScreen’s (including its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. You hereby grant each User of the Services a non-exclusive license to access your Content through the Services, and to use, reproduce, distribute, display, and perform such Content as permitted through the functionality of the Services, and pursuant to this Agreement and any relevant Service Attachment. Such licenses you grant to Content which you submit to the Services shall terminate within a commercially reasonable time after you remove or delete Content from the Services. You acknowledge and agree that OneScreen may retain, but not display, distribute, or perform, server copies of Content that have been removed or deleted.
OneScreen does not endorse any Content submitted to the Services by any User or other Licensor, or any opinion, recommendation, or advice expressed therein, and OneScreen expressly disclaims any and all liability in connection with Content.
You further affirm, represent and warrant that any Content you submit to the Services will not contain any third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or are otherwise legally entitled to post the material and to grant OneScreen all the license rights granted herein. OneScreen does not permit copyright infringing activities and infringement of intellectual property rights on the Services, and OneScreen will remove all Content if properly notified that Content infringes on another’s intellectual property rights. OneScreen reserves the right to remove Content without prior notice.
In addition to the foregoing restrictions and agreements, you hereby agree that you will not:
(a) upload, post, email, or otherwise transmit or post links to any Content that promotes illegal activity, including without limitation, the provision of instructions for illegal activity;
(b) upload, post, email, or otherwise transmit or post links to any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, pornographic, hateful, or racially, sexually, ethnically or otherwise objectionable;
(c) upload, post, email, otherwise transmit or post links to any Content that you do not have a right to transmit under any law or regulation, or where any such transmission would constitute your violation of any contractual or fiduciary relationship of confidentiality as to the Content, or would infringe upon any patent, trademark, service mark, trade secret, copyright, or other proprietary right of any third party, or that which contributes to the inducement or facilitation of such infringement. This shall include, without limitation, making available to third parties copyrighted software or other Content with its copyright protection removed, or making available to third parties any software files for which you do not own the copyright or have legal right to make available;
(d) upload, post, email, or otherwise transmit or post links to any unsolicited or unauthorized advertising or promotional materials, except in those areas that may be designated for such purposes;
(e) upload, post, email, or otherwise transmit or post links to any material that contains software viruses, worms, Trojan horses, trap doors, or any other computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or that diminishes the quality of, interferes in the performance of, or impairs the functionality of the Services;
(f) fail to complete any transaction after submitting an order to purchase any goods or services, subject to specific terms and conditions governing such transactions, or submit any order to purchase goods or services where you do not intend to complete the transaction;
(g) advertise, offer for sale, or sell any item you are prohibited from advertising or selling by any applicable local, state, federal, or international law, or advertise, offer for sale, or sell (without limitation): (i) firearms, explosives, or weapons, (ii) any alcoholic beverages, (iii) any tobacco products for human consumption, (iv) any items that are indecent or obscene, including pornography, (v) controlled substances or pharmaceuticals, (vi) counterfeit or stolen items, or (vii) any items that violate or infringe upon the proprietary rights of third parties.
You acknowledge and agree that OneScreen may preserve Content and may also disclose Content if required to do so by law, or, if in its reasonable discretion it believes such preservation or disclosure is reasonably necessary to comply with court order or other legal process, enforce the Agreement, respond to claims that any Content violates the rights of any third parties, or to protect the rights, property, or personal safety of OneScreen and its users.
Be advised that OneScreen will terminate a user’s access to the Services if, under appropriate circumstances, the user is determined to be a repeat infringer. OneScreen reserves the right to decide whether Content violates this Agreement for reasons other than copyright infringement. OneScreen may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user’s account for submitting such Content in violation of this Agreement.
10. Compliance with Laws. You agree to comply with all applicable laws regarding your use of the Services, including the reproduction, display, transmission, distribution, modification, creation of derivative works of, or other use or exploitation of any Content. You further agree that information provided by you, including any Registration Data is truthful and accurate to the best of your knowledge.
11. Indemnification. You agree to indemnify, defend and hold harmless OneScreen and our subsidiaries, partners, directors, officers, employees, agents, and affiliates (collectively, the “OneScreen Group”), from any liability, loss, claim and expense (including reasonable attorneys’ fees), related to: (a) your use and access to the Services, (b) any breach or violation of this Agreement by you, (c) your violation of any third party right, including without limitation, any copyright, property, or privacy right, (d) any claim that you Content caused damage to a third party, or (e) your use or misuse of the Services. This defense and indemnification obligation will survive the Agreement and your use of the Services.
12. Disclaimer of Warranties. THE INFORMATION AND CONTENT ON THIS SITE IS PROVIDED ON AN "AS IS" BASIS. YOU AGREE THAT USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, THIS SITE AND ANY CONTENT IS DONE AT YOUR SOLE RESPONSIBILITY AND RISK. THE ONESCREEN GROUP DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ONESCREEN GROUP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT OR THE CONTENT OF THE SITE OR ANY SITES LINKED TO THE ONESCREEN WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT CONTENT PROVIDED THROUGH THE SERVICES MAY CONTAIN ERRORS OR OMISSIONS, WHICH ONESCREEN DOES NOT SCREEN FOR REVIEW TO DETERMINE WHETHER IT CONTAINS FALSE OR OFFENSIVE MATERIALS OR CONTAINS ERRORS OR OMISSIONS. THE ONESCREEN GROUP MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE CONTENT OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CONTENT WILL BE TO YOUR SATISFACTION. NO OPINION, ADVICE OR STATEMENT MADE BY THE ONESCREEN GROUP WILL CREATE A WARRANTY OF ANY KIND RELATING TO THE SERVICES OR THE CONTENT FOUND THEREIN. ONESCREEN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, OMISSIONS, MISTAKES OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF ONESCREEN’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM ONESCREEN’S SERVICES, (E) ANY “BUGS”, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (F) 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 SERVICES. ONESCREEN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR FEATURED IN ANY ADVERTISING. ONESCREEN WILL NOT A PARTY TO, OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SERVICES SHALL BE TO DISCONTINUE USING THE SITE AND SERVICES.
13. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL THE ONESCREEN GROUP BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICES, INCLUDING WITHOUT LIMITATION, (A) YOUR USE OF THE SITE, CONTENT, OR THE EXCHANGE, (B) ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES OF CONTENT, (C) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (D) ANY UNAUTHORIZED ACCESS TO OR USE OF ONESCREEN’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL OR FINANCIAL INFORMATION STORED THEREIN, (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (F) ANY “BUGS”, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (G) ANY ERRORS OR OMISSIONS IN ANY 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 SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL ONESCREEN BE LIABLE IN ANY WAY FOR ANY USER CONTENT OR THIRD PARTY CONTENT. ONESCREEN SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ONESCREEN’S REASONABLE CONTROL. YOU ACKNOWLEDGE AND AGREE THAT ONESCREEN SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. EXCEPT AS OTHERWISE SET FORTH IN ANY OTHER AGREEMENT BETWEEN YOU AND ONESCREEN, ONESCREEN’S TOTAL LIABILITY IN CONNECTION TO THE SERVICES SHALL NOT EXCEED ANY APPLICABLE FEES COLLECTED BY ONESCREEN DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS APPLY EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDIES FAILS OF THEIR ESSENTIAL PURPOSE, AND AGREE TO THE ALLOCATION OF LIABILITY RISK SET FORTH IN THIS PARAGRAPH.
You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
15. Copyrights and Copyright Agent. OneScreen does not independently confirm that all Content made available through the Services is provided by a valid rights holder. If OneScreen becomes aware that Content published on or through the Services has been provided by one other than the valid rights holder, OneScreen may in its discretion, disable and/or terminate the publication of such Content. If you believe your work has been copied in a way that constitutes copyright infringement, please provide a notice containing all of the following information to our Copyright Agent:
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) A description of the copyrighted work that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site or Exchange;
(d) Your address, telephone number, and if available, e-mail address;
(e) 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; and
(f) 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.
Claims of copyright or other intellectual property infringement should be sent to OneScreen’s Copyright Agent by mail, fax or email as shown below:
c/o Copyright Agent/NEIL PARK
3200 El Camino Real, Suite 290
Phone: (714) 363-5250
Fax: (714) 699-9032
By using this Site and the Services, you hereby acknowledges that you have read, understood, and agree that your use of the Services shall also be subject to the terms of OneScreen’s Copyright Policy which provides further information as to your rights and obligations to any Content or other intellectual property that may be used or supplied in relation to the Services, and further instructions on making a counter-claim of copyright infringement to OneScreen. Company can view the most recent version of this policy at any time by visiting http://www.onescreen.com/legal/copyright.
16. Applicable Law. You agree that the laws of the State of
18. Termination. OneScreen may terminate this Agreement at any time, with or without notice, for any reason within its sole discretion.
19. Contact Information. Please direct any questions you may have to:
c/o General Counsel
3200 El Camino Real
Irvine, CA 92602
Phone: (714) 363-5250
Fax: (714) 699-9032