BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES
These terms and conditions regarding your use of the Site constitute a legally binding agreement ("agreement") between you and TEMPOTelevision.com. Tempo Networks, LLC is a privately held company. ("TEMPO", "we", "us" or "our"). In this agreement, the term "Site" means and includes all websites and web pages within Tempo.com as well as any equivalent, mirror, replacement, substitute or backup web sites and web pages thereto and thereof. The Site may also contain links or references to additional rules, policies and terms (including, without limitation, our Privacy Statement) some of which may apply to specific features of the Site and those rules, policies and terms will also apply to you, form a part of these terms and conditions, and consequently, your agreement with us.
1. USING OUR SITE.
This Site is offered and made available only to users 13 years of age or older who reside in the United States of America, and all islands in the Caribbean basin (the "Territory). If you are not yet 13 years old or you do not reside within the Territory or if, for any reason, you do not agree with all of the terms and conditions in this agreement, please discontinue using the Site immediately, because by using or attempting to use the Site, you are agreeing to be legally bound by this agreement.
The words "use" or "using" in this agreement, means any time an individual (a "user"), directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with use, display, view, print or copy from the Site, transmit, receive or exchange data or communicate with the Site, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Site, for any purpose whatsoever. This agreement does not cover your rights or responsibilities with respect to third party content or websites or any links that may direct your browser or your connection to third party websites or pages. This is the entire and exclusive agreement between you and us regarding use of our Site and it cannot be modified, except as specifically described below in Section 2.
We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this agreement. We will post or display notices of changes on the Site and if you subscribe to one of our newsletters or electronic publications or request e-mail communications from us, we may also e-mail you about these changes. Once we post them on the Site, these changes become effective immediately and if you use the Site after they become effective it will signify your agreement to be bound by the changes. You should check back frequently and review the terms and conditions of this agreement, including the Privacy Statement, regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us.
3. OWNERSHIP OF INTELLECTUAL PROPERTY
All Site software, design, text, images, photographs, illustrations, audio and video material, artwork, animation, streaming or downloadable content, graphic material, database, proprietary information and all copyrightable or otherwise legally protectible elements of the Site, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, "Material"), are the property of TEMPOTelevision.com, its affiliates, subsidiaries, licensors or suppliers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign, laws, regulations and treaties, both within and outside the Territory. Unless the context clearly requires otherwise or we explicitly say so in writing, the term "Site" includes "Material" as well. The Site is to be used solely for your noncommercial and personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Material you download, display, transmit, print or reproduce from the Site. You shall not reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any Material without the express prior written consent of TEMPO or the owner of the Material, if TEMPO is not the owner. Any unauthorized or prohibited use of Material may subject you to civil liability or criminal prosecution, or both, under applicable laws and regulations within or outside the Territory. We require users to respect our copyrights and other intellectual property rights. We likewise respect the intellectual property of others. On notice, we will act expeditiously to remove content on the Site that infringes the copyright rights of others and will disable the access to the Site and its services of anyone who uses them to repeatedly infringe the intellectual property rights of others. If you believe the Site contains elements that infringe your copyright in your work please follow our Notice and Procedure for Making Claims of Copyright Infringement.
From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties (e.g., advertisers) as a result of your use of the Site. All such communication, interaction and participation is strictly and solely between you and such third party and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the third party or any goods or services you may purchase or obtain from any third party).
5. RULES OF CONDUCT
Your use of the Site is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your use of the Site, your selected subscriptions or other requested transactions (or, if we implement any user registration, through the use of your user name or password). You shall not use, allow enable others to use the Site, or knowingly condone use of this Site by others, in any manner that is, attempts to, or is likely to:
be, libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually, racially, culturally, ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory or abusive or which may or may appear to, impersonate anyone else;
affect us adversely or reflect negatively on us, the Site, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Site, or from advertising, linking or becoming a supplier to us in connection with the Site;
send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called "spamming";
be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for a charge or through linking with any other web site or web pages;
transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses or other potentially harmful programs or other material or information;
violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person, firm or enterprise; gain unauthorized access to the Site, other users' names, passwords, user information or other computers, websites or pages, connected or linked to the Site or to use the Site in any manner which violates or is inconsistent with the terms and conditions of this agreement;
modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Site or the rights or use and enjoyment of the Site by any other person, firm or enterprise; or
collect, obtain, compile, gather, transmit, reproduce, view or display any information, whether personally identifiable or not, concerning any other person, firm or enterprise, in connection with their or your use of the Site, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so.
6. DISCLAIMER AND LIMITATIONS OF LIABILITY
THIS SITE, AND ALL MATERIALS, GOODS AND/OR SERVICES ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SITE WILL BE AVAILABLE FOR USE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. Without limiting the foregoing, TEMPO is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Site. As between you and TEMPO you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Site, including, without limitation, Materials associated with your use of the Site.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER TEMPO NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES OR SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SITE OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.
Notwithstanding any claim that a sole or exclusive remedy which is provided in this agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have TEMPO, upon written notice from you to us, attempt to repair, correct or replace any deficient goods or services under this agreement and, if repair, correction or replacement is not reasonably commercially practicable for TEMPO, to refund any monies actually paid by you for the Product involved and to terminate and discontinue your use of the site. You further understand and acknowledge the capacity of the Site, in the aggregate and for each user, is limited. Consequently some messages and transmissions may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that TEMPO assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transmissions or for any failure or delay associated with any transmissions and you are hereby expressly advised not to rely upon the timeliness or performance of the Site for any transmission. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this agreement may not apply to you.
7. CONTESTS, SWEEPSTAKES, AUCTIONS AND PROMOTIONS
From time to time, TEMPO or its suppliers and advertisers may conduct promotions on or through the Site, including, without limitation, auctions, contests and sweepstakes ("Promotions"). Each Promotion will have additional terms, conditions and rules which will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of this agreement (the "Rules"). If any conflict arises between this agreement and the Rules, the Rules shall govern for purposes of your participation or involvement in the Promotion to which the Rules relate
8. HYPERLINKS TO THIRD PARTY SITES
The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the Site or any other form of link or re-direction of your connection to, with or through the Site, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of, TEMPO or any of its subsidiaries, affiliates, agents, representatives, licensors or suppliers. TEMPO does not verify, endorse, or have any responsibility for any such third party sites, nor for any goods or services associated with or obtained in connection with any such website. If any third party site obtains or collects personally identifiable information from you, in no event shall TEMPO assume or have any responsibility or liability. Please read our the Privacy Statement, which describes how TEMPO collects and uses your personal information.
You agree to indemnify, defend and hold TEMPO, its subsidiaries and affiliates, and their respective officers, directors, employees, agents, licensors, representatives and suppliers, harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of this agreement by you. TEMPO reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with TEMPO in the defense of any such claim, action, settlement or compromise negotiations, as requested by TEMPO.
TEMPO respects your privacy and the use and protection of the personal information (including any personal information you provide as part of the User Information you give us). Please see our the Privacy Statement for important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Site.
11. LAW THAT APPLIES TO THIS AGREEMENT; MISCELLANEOUS TERMS
The Site is operated by or on behalf of TEMPO in the Territory and is intended solely and exclusively for residents within the Territory who are at least 13 years of age or older. This agreement, together with the Privacy Statement, Rules and any other rules, regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contains the entire understanding and agreement between you and TEMPO and supersedes any and all prior or inconsistent understandings relating to the Site and your use of the Site. This agreement cannot be changed or terminated orally. If any provision of this agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the Site, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). This agreement and your use of the Site is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. To the extent it may be applicable, you agree with us, to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.