Juice Worldwide, Juice Distribution Inc. and Productions Inc. (Juice)
TERMS AND CONDITIONS OF WEBSITE AND/OR SOFTWARE USE
Welcome to the “JUICE WORLDWIDE” group websites (collectively, the “JUICE Sites”).
The JUICE Sites are comprised of www.juiceworldwide.com, http://themelonhd.com and all current and future JUICE websites. It is important that you read the following terms and conditions of use (the “TAC”) relating to the operation and use of the JUICE Sites, and all components thereof.
These TAC, and, as applicable the specific service terms and conditions for particular JUICE services provided via the JUICE Sites (the “JUICE Services”), govern all use by You and all entities on whose behalf You may act (“You”), of and access to (A) the JUICE Sites, (B) the goods and JUICE services provided through the JUICE Sites, and (C) the messages, information, data, text, software (as defined in Section 5 below), images, or other content made available to you via the JUICE Sites (I) by JUICE (the “JUICE Content”) or (II) by customers of JUICE who have provided content via the JUICE sites (the “ Content Providers”) (including, without limitation, all video, audio, graphics, metadata, ‘spots’ and other creative/advertising content provided by the content providers) (the “Non-JUICE Content”) (collectively, the JUICE Content and the Non-JUICE Content, the “Content”).
These TAC exempts JUICE and others from liability and/or limits their liability and contains other important provisions that You must read and accept before using the JUICE Sites. The JUICE Sites are provided by JUICE solely for the limited purposes identified in these TAC and their use by You is conditional on your acceptance of these TAC.
1. YOUR ACCESS TO THE JUICE SITES AND CHANGES TO THESE TAC
By visiting or using the JUICE Sites, including, without limitation, to (a) access, use, stream, and/or download Content, (b) make available Content on the JUICE Sites, (c) otherwise use, access or purchase any of the JUICE Services or Software, or (d) purchase any products available for sale through the JUICE Sites (the “Products”), you agree on your own behalf, and on behalf of any entity on whose behalf you may act, to accept and abide by these TAC for each use of and each visit to the JUICE Sites. If you do not agree to abide by these TAC, do not use the JUICE Sites.
JUICE may at any time revise these TAC. JUICE urges you to review these TAC each time that you access any JUICE Site to ascertain, by checking the date of the “Last Update” at the top of this document, which changes, if any, have been made to these TAC. Changes will be effective when notice of such change is posted on the JUICE Sites. If any term, condition or any change to these TAC is not acceptable to you, you should discontinue your use of the JUICE Sites. Your continued use of any part of the JUICE Sites after any such changes are posted will constitute acceptance of such changes.
Your use is subject to the terms and conditions outlined in the JUICE Sites, Software or the terms of your Service Purchase Agreement, or including its appendices pertaining to pricing and amendments thereto, all of which are incorporated herein by reference.
3. LIMITED LICENSE
(a) JUICE Content. With respect to JUICE Content only, you are granted a limited and personal, non-exclusive, non-transferable, non-sub-licensable, revocable, license to use such JUICE Content, solely for your own personal or internal company use, including for (i) informational purposes, and (ii) the purposes identified in the description and/or specific terms and conditions of use, if any, for the applicable JUICE Services. You must, for all JUICE Content, include with any display or copy of such JUICE Content its JUICE copyright notice (ex: © JUICE WORLDWIDE 2015).
(b) Non-JUICE Content. With respect to the Non-JUICE Content only, you are granted a limited and personal license to use such Non-JUICE Content only for the purposes for which such Non-JUICE Content was provided to the applicable JUICE Site and subject to and in accordance with the instructions and specific terms and conditions of use made known to you by JUICE and/or the applicable Content Provider and, if any, identified in the description and/or specific terms and conditions of use for the specific JUICE Site from which such Non-JUICE Content is obtained. Unless otherwise provided in such instructions or specific terms and conditions, such license shall be nonexclusive, non-transferable, non-sub-licensable and revocable.
(c) General. Unless otherwise authorized by JUICE or the Content Provider of the applicable Non-JUICE Content, as applicable, you may not modify any Content and you must comply with all instructions for display or use associated with the applicable Content. No other use is permitted. All rights not expressly granted by these TAC are reserved, as applicable, to JUICE, the Content Providers and their licensors.
4. RESTRICTIONS ON USE
Unless otherwise authorized by JUICE (including, without limitation, via the description and/or specific terms and conditions of use for the specific JUICE Site from which the Content is obtained) or by the applicable Content Provider (including, without limitation, via instructions which accompany the particular Non-JUICE Content), you may not:
(a) resell any Content;
(b) include any Content in or with any product that you create or distribute;
(c) copy any Content onto your own or any other website;
(d) use the JUICE Sites or the JUICE Services in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse the JUICE Sites or any JUICE Services, system resources, accounts, servers, networks, or affiliated or linked sites connected to or accessible through the JUICE Sites (including, without limitation, uploading, posting or otherwise transmitting on the JUICE Sites computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on a JUICE Site’s infrastructure, or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the JUICE Sites or the Content in whole or in part);
(e) use any JUICE Site, the Content or the JUICE Services in a manner that infringes upon the legal rights of any other person (including, without limitation, privacy and personality rights, copyright, moral rights, and other intellectual property rights);
(f) use any JUICE Site, the Content or the JUICE Services in any data matching or data mining, including, without limitation, the collection or use of information about other users of the JUICE Services (including, without limitation, their email addresses) without their consent;
(g) use the JUICE Sites, the Content or the JUICE Services in any manner that is unlawful (including, without limitation, by accessing a JUICE Site or the JUICE Services from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (including, without limitation, the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others, and you agree that you shall comply with all applicable laws including, without limitation, all federal, provincial, municipal or local statutes, regulations, by-laws, guidelines, policies, rules, codes of conduct and standards of applicable governmental authorities and industry or self-regulatory bodies;
(h) post any materials to a JUICE Site or the JUICE Services which would violate any of the restrictions set out in these TAC;
(i) unless expressly permitted by the JUICE terms and conditions for a JUICE Service, soliciting for advertisers or sponsors;
(ii) conducting contests, gaming or gambling or offering prizes, awards or any other incentives to any person;
(iii) displaying advertising or sponsorship banners, including, without limitation, those generated by banner or link exchange services;
(iv) soliciting for donations; or
(v) use of unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation; and you agree to indemnify and hold JUICE and its subsidiaries, affiliates, suppliers, licensors and their respective representatives, employees, directors, officers, partners, consultants and agents harmless from any claim, action, suit, proceeding or demand including, without limitation, reasonable legal fees, brought by any third party due to or arising out of your use of the JUICE Sites, your violation of these TAC or your violation of the rights of any person.
5. INTELLECTUAL PROPERTY
The JUICE Sites and all necessary software used in connection with the JUICE Services (the “Software”) are owned and operated by JUICE and its licensors. Unless expressly provided otherwise, all intellectual property rights in the underlying HTML, text, audio clips, video clips, software, concepts, methodologies, processes and other Content that is made available to you on the JUICE Sites is owned or licensed by JUICE, the Content Providers or their licensors. Except as expressly authorized by JUICE or the applicable Content Provider, you agree not to modify, rent, lease, loan, sell, copy, distribute or create derivative works based on the JUICE Sites, the Content, the JUICE Services or the Software, in whole or in part. The JUICE Sites, Software and Content contain proprietary and confidential information and are protected by Canadian and international intellectual property and other laws, including, without limitation, copyright and trademark laws. Certain names, graphics, logos, icons, designs, words, titles or phrases on the JUICE Sites may constitute trademarks, trade names or products of JUICE or other entities (including, without limitation, the Content Providers) and be protected in Canada and internationally and their display on the JUICE Sites does not convey or create any license or other rights in these trademarks, trade names or products. No use of the foregoing trademarks, trade names or products may be made without the prior written authorization of JUICE or the Content Providers, as applicable. The display of the foregoing trade-marks, trade names, trade dress and associated products and services on the JUICE Sites does not convey or create any license or other rights in the foregoing trademarks or trade names. Any unauthorized use of them is strictly prohibited.
JUICE does not claim ownership of Non-JUICE Content. While JUICE may, in connection with certain JUICE Services, modify certain Non-JUICE Content upon the instructions of a Content Provider, all Non-JUICE Content has been created by a Content Provider or third parties and all Non-JUICE Content is the sole responsibility of the party from which such Non-JUICE Content originated. As a result, such Content Providers and third parties, and not JUICE, are entirely responsible for, and liable in respect of, all Non-JUICE Content that is made available via the JUICE Sites. JUICE does not review or control the content of any Non-JUICE Content and does not guarantee the accuracy, completeness, usefulness, integrity or quality of such Non-JUICE Content or endorse or approve of the content of such Non-JUICE Content or of any of the products or services advertised by such Non-JUICE Content or any other person on any JUICE Site. You agree that should you obtain unauthorized access to Content on any JUICE Site, you will immediately discontinue such access and notify JUICE by email at email@example.com or by telephone at (416) 598 4353.
6. THIRD PARTY AGREEMENTS
Certain software, or portions thereof, included in the Software are subject to the terms and conditions of open source license agreements and other third party agreements (collectively, “Third Party Agreements”) which contain terms that may expand (or restrict) your and/or third parties’ rights to use certain portions of the Software (collectively, “Third Party Software“). The Third Party Agreements may permit you and/or third parties to copy, modify, redistribute and have access to the source code of the Third Party Software portions of the Software.
Notwithstanding anything in this Agreement, to the extent the terms and conditions of the Third Party Agreement are inconsistent with or contradictory to the terms and conditions of this Agreement, then the terms and conditions of the Third Party Agreements shall prevail and control, only insofar as they apply to any Third Party Software included within the Software. Nothing in this section shall permit you or any third party to use any JUICE trademark in connection with exercising the rights granted under the Third Party Agreements.
Confidential Information: “Confidential Information” means all nonpublic information disclosed by JUICE and its officers, employees, contractors, affiliates, and any agents (such entities collectively, the “Disclosing Party“) to you, your officers, employees, contractors, affiliates or agents (collectively, the “Receiving Party“). Confidential Information includes, without limitation (i) JUICE software’s user interface, workflows, data fields, (ii) all training, educational, and professional services documents (iii) information on Company’s trade and business contacts, whether publicly available or not if received from Company, (iv) nonpublic information relating to the Disclosing Party’s technology, customers, business plans, promotional and marketing activities, finances, contracts and other business affairs, (v) third-party information that the Disclosing Party is obligated to keep confidential, and (vi) the nature and content of any discussions or negotiations between the parties and any written or oral contracts, memo’s, emails, or other communications that memorialize such negotiations and business dealings.
Confidential Information does not include any information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information.
8. USE OF CONFIDENTIAL INFORMATION
The Receiving Party may use Confidential Information only in pursuance of its business relationship with the Disclosing Party and all other use is expressly prohibited, including but not limited to developing products or services based upon the Confidential Information unless such use falls under an exemption herein. Except as expressly provided in this Agreement, the Receiving Party will not disclose Confidential Information to anyone without the Disclosing Party’s prior written or emailed consent. The Receiving Party will make reasonable best efforts to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party will not export any Confidential Information in any manner contrary to the export regulations of Canada.
9. OWNERSHIP OF CONFIDENTIAL INFORMATION
All Confidential Information will remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information will not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. Except to the extent permitted by applicable law in the absence of any express license or other grant of rights, Receiving Party will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of the other party in any manner (including without limitation, reference to the other party as a client, customer or supplier in any press release, advertisement or other promotional material) without prior written authorization of such use by the other party (which authorization, in the case of Disclosing Party, must be issued by a person having the rank of Vice President (or higher) of JUICE or its applicable Affiliate).
10. NOTICE OF UNAUTHORIZED USE
The Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.
11. RETURN OF CONFIDENTIAL INFORMATION
The Receiving Party will return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request. At the Disclosing Party’s option, the Receiving Party will provide written certification of its compliance with this Section.
The Receiving Party acknowledges that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or an inadequate remedy. The Receiving Party therefore agrees that the Disclosing Party will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement.
You acknowledge and expressly stipulate to the fact that ascertaining the amount of damages from a breach of this agreement by JUICE is difficult if not impossible, and therefore You agree to set a liquidated damages amount of One Thousand Dollars ($1,000) for all instances of breach by JUICE hereunder. This remedy shall be non-exclusive and all other remedies may still be sought.
13. LIMITATION OF LIABILITY
JUICE and its subsidiaries, affiliates, suppliers, licensors, and their respective representatives, employees, directors, officers, partners, consultants and agents are not liable for any damages whatsoever, including, without limitation, direct, indirect, incidental, special, consequential, economic, exemplary or punitive damages (even if JUICE has been advised of the possibility of such damages), howsoever caused and whether based on breach of contract, breach of warranty, tort (including, without limitation, negligence) or otherwise, arising out of or in connection with (A) the use of, inability to use, or any modification, suspension or discontinuance of, the JUICE Sites or any JUICE service, product or content, (B) any unauthorized access, computer viruses, “Worms”, “Trojan Horses”, other limiting or disabling codes, designs, or routines, or other items or forces of an intrusive, disruptive or destructive nature, (C) unauthorized access to or alteration of any information or content provided to You or submitted by You or (D) any other matter relating to the JUICE Sites or any JUICE service, products or content. You agree to indemnify and hold JUICE, its officers, directors, employees, agents, shareholders, affiliates, licensors, suppliers, and any third party distributors and system integrators harmless from and against any and all damages, losses, costs including attorney fees and expenses resulting from any violation by you of this Agreement or asserted by any third party due to or arising out of your use of or conduct with respect to the Software or Services.
14. DISCLAIMER OF WARRANTIES
JUICE expressly disclaims all representations, warranties and conditions of any kind, whether express or implied, by operation of law or otherwise, including, without limitation, non-infringement, the implied warranties of merchantability and fitness for a particular purpose and any implied representations or warranties arising out of a course of performance, course of dealing or usage of trade and any representations, warranties or conditions that (A) any JUICE Sites, and JUICE Services, any products or any content will meet your requirements or will be compatible with your computer or related equipment or software, (B) the Content, the JUICE Services, or any products are accurate, reliable, authentic, current, or complete or that they will meet your expectations, (C) any JUICE Sites, the Content, the products or any JUICE services will continue to operate, operate without interruptions or be error-free, (D) the JUICE Services will be uninterrupted, timely, secure or error-free, or (E) any errors in the JUICE Sites, the Content, the products or the JUICE Services will be corrected. You expressly understand and agree that you access and use any JUICE Services at your sole risk and that the JUICE Services are provided on an “as is” and “as available” basis without warranty or assurance of any kind. No advice or information, whether oral or written, obtained by you from JUICE or through or from any JUICE Site or any JUICE service shall create any representation or warranty not expressly stated in these TAC.
15. LINKS TO OTHER SITES
Links or references to other web sites, products, services or publications (other than those of JUICE) are provided merely as a convenience to you and do not imply the endorsement or approval of such sites, products, services or publications by JUICE. JUICE has no control over such sites and makes no representations, warranties or assurances as to any information on such sites or with respect to any such products, services or publications (and disclaims any representations or opinions expressed on such sites) and JUICE has no responsibility and shall not be liable for any damages or injury arising from anything related to them, including, without limitation, their content. JUICE welcomes links to the JUICE Sites. However, you agree that if you link to a JUICE Site your website shall not:
(a) create frames around any part of a JUICE Site or use other techniques that alter the visual presentation of a JUICE Site;
(b) imply that JUICE is endorsing you or any other person, or your or such other person’s products or services;
(c) imply an affiliation between you or any other person, or your or such other person’s products or services, and
JUICE without the prior written consent of JUICE;
(d) misrepresent the relationship of you or any other person to JUICE or present false, misleading or otherwise damaging information or impressions about JUICE or any of its products or services; or
(e) contain materials that may be interpreted as distasteful, harmful, offensive, or inaccurate.
JUICE, in its sole discretion and at any time may terminate your password, account or your use of, or access to, any JUICE Site or any JUICE Services, or remove and discard any Content (including, without limitation, any Content submitted by you), for any reason including, without limitation, if JUICE believes that you have violated or acted inconsistently with the letter or spirit of these TAC or any applicable service terms for a particular JUICE Service or JUICE Site. JUICE may also, in its sole discretion and at any time, discontinue providing the JUICE Sites and/or any JUICE Services, or any part thereof, with or without notice. Any termination of your access to any JUICE Service, your password, or your account under any provision of these TAC or such service terms may be carried out without prior notice and JUICE may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or the JUICE Services. JUICE shall not be liable to you or any third-party for any termination of your access to any JUICE Site or the JUICE Services.
17. GOVERNING LAW
All JUICE Sites are controlled by JUICE from offices within the Province of Ontario, Canada. By using the JUICE Sites, you agree that all matters relating to the access to, or use (whether direct or indirect) of, a JUICE Site or any JUICE Services shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Both JUICE and you irrevocably submit to the non-exclusive jurisdiction of the Courts of the City of Toronto, Province of Ontario with respect to any matter arising hereunder or related hereto. The foregoing shall not limit the ability of JUICE to seek injunctions and remedies in other jurisdictions that are required to stop continuing breaches of these TAC or any other JUICE Service terms by You. JUICE makes no representation that the materials on any JUICE Sites (including the Content) appropriate or available for use in other locations, and your access of any JUICE Sites from territories where their contents are illegal is prohibited. Those who choose to access the JUICE Sites or the Content from other locations do so on their own initiative and are responsible for compliance with all applicable laws (including all local laws).
These TAC, the JUICE statement explaining JUICE’s privacy policies and practices and is incorporated herein by reference, and the specific service terms and conditions of the applicable JUICE Sites, if any, constitute the entire agreement between you and JUICE and govern your use of all JUICE Services and supersede all other agreements and understandings. The headings preceding the text, articles and sections hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of these TAC. If any provision of these TAC is found by a court of competent jurisdiction to be invalid, you and JUICE nevertheless agree that the court should endeavor to give effect to our intentions as reflected in these TAC, and, in any event, the other provisions of these TAC shall remain in full force and effect. No single or partial exercise or failure by JUICE to exercise, and no delay in exercising, any right under these TAC shall operate as a waiver of such right. You agree that regardless of any applicable law to the contrary, any claim or cause of action arising out of or related to use of the JUICE Service, the Products, the JUICE Sites or these TAC must be filed within three months.
If you have questions about these TAC for the JUICE Sites, please contact JUICE