Mevio Terms Of Use Agreement

INTRODUCTION

Welcome to Mevio, Inc.'s ("Mevio," "we," "our" or "us") Terms of Use Agreement ("Agreement"). Mevio is proud to offer you with access to our website or all other websites owned and controlled by Mevio, including Mevio UK Ltd., a wholly owned subsidiary of Mevio, Inc. (collectively, "Mevio Websites"). It is our objective to offer you the enjoyment of professional and semi-professional episodic entertainment produced by Mevio, other networks, producers and production companies. The Mevio Websites also include user generated content that is produced by independent producers. All of this content ("Content") can be downloaded, viewed, or streamed onto your computer or portable multimedia player for your enjoyment. Your access to and use of the Mevio Websites, the use of the Content, and its services on these websites ("Offered Services") are subject to this Agreement and all applicable laws within the United States and United Kingdom, as provided herein.

This Agreement constitutes an agreement between you and Mevio with respect to your use of the Mevio Websites, Offered Services and the Content. Furthermore, this Agreement will apply to its users and members in the Unites States and United Kingdom.

Mevio ACCOUNTS.

Mevio also offers member services ("Mevio Accounts"). The benefits of each of the Mevio Accounts are spelled out on the corresponding registration page. In addition to being governed by the Agreement, the Mevio Accounts are also governed by the terms of a Mevio Member Agreement. While you need not register for a Mevio Account to enjoy the Mevio Websites, you will likely find that having a Mevio Account will generally enhance your experience with us in many ways.
YOUR ACCEPTANCE.

You should carefully read the following terms before using the Mevio Websites. IF YOU DO NOT AGREE WITH THE TERMS, PLEASE DO NOT USE THIS SITE. By using the Mevio Websites, whether with or without a Mevio Account, you signify your acceptance to these Terms of Use without limitations or qualification, including by reference Mevio's privacy policy, Mevio's Copyright and Intellectual Property Policy, and other usage policy's posted on the Mevio Websites (collectively hereafter referred as to "Terms of Use").
ACCESS AND USE OF MEVIO WEBSITES.
1. Eligibility: By using the Mevio Websites and/or a Mevio Accounts offered by Mevio, you represent and warrant that you are 18 years of age or older, and your use the Mevio Websites shall not violate any applicable laws or regulations. You agree that all information you submit is truthful and accurate, and you agree to maintain the accuracy of such information. Your profile may be deleted without warning, if it is found that you are misrepresenting your age. Your membership is solely for your personal use, and you shall not authorize others to use your account, including your profile or email address. You are solely responsible for all Content published or displayed through your account, including any email messages, and for your interactions with other members.
2. Term/Payments: This Agreement shall remain in full force and effect while you use the Mevio Websites, the Offered Services, and/or maintain a Mevio Account. Mevio may terminate your membership for any reason, effective upon sending notice to you at the email address you provide in your Mevio Account application or such other email address as you may subsequently provide to Mevio. If Mevio terminates your Mevio Account because you have breached these Terms of Use, you shall not be entitled to refund or credit of any kind. Even after a Mevio Account is terminated, these Terms of Use will remain in effect for any use of the Mevio Websites, and specifically sections 3c-3h, and 6, 12, 13, 14, 15, and 16 will survive termination.
3. Personal Information: Please choose carefully any information you post on the Mevio Websites and that you make accessible to other users. Your Mevio Account, should you register to become a member, may not include the following items: social security, driver's license, cell and telephone numbers, street addresses, and last names of any person other than you. Any photographs posted by you may not contain any offensive subject matter, such as, but not limited to, pornography, obscenity, hateful content, violent content, unlawful activities, copyright infringements, unlawful use of services, private and confidential information, malicious codes, viruses or any content that is violative of any applicable laws. You should further be advised that information provided by other Mevio Website users on the site may contain inaccurate, inappropriate or offensive material, products or services. While Mevio asks that all posted information be accurate, Mevio assumes no responsibility or liability for this material.
4. Your Non-Commercial Use: Mevio is pleased to grant to you (for your personal enjoyment and non-commercial use) a limited license to access the Mevio Websites and Offered Services, provided however that any illegal or unauthorized use of the Mevio Websites, including without limitation to collecting user names and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website, will be investigated by Mevio. Unauthorized commercial advertisements, affiliate links, and other forms of solicitation may be removed from a member's profile(s) without notice and may result in termination of membership privileges. Appropriate legal action will be taken by Mevio for any illegal or unauthorized use of the Mevio Websites or Offered Services.
5. Review And Restrictions of Use By Mevio: Mevio reserves the right, in its sole discretion, to investigate, reject, refuse to post or remove any Content, pictures, audio, audiovisual content, editorial content, postings (including email) by you, or to restrict, suspend, or terminate your access and Mevio Account to all or any part of the Mevio Websites and Offered Services at any time, for any or no reason, with or without prior notice, and without liability. Mevio's right to investigate includes without limitations the right to take appropriate legal action against anyone who violates any provisions of these Terms of Use.
6. Proprietary Rights in Content on the Mevio Websites. All material found on the Mevio Websites is subject to the Mevio Copyright and Intellectual Property Policy. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information found on the Mevio Websites. In the case of Content that is specifically offered for download, you may make one copy of the download for your personal enjoyment only. There is no sell, transfer or assign in rights and ownership to you and you may not make any additional copies or downloads of the Content available to others to make copies. This Agreement is not a sale and does not convey to you or any third party or individual any rights of ownership in or to Content and/or Mevio Websites.
7. Content Posted on the Mevio Websites.
  1. Mevio's Rights: Mevio retains the right to review and delete any Content, messages, photos or profiles, including without limitation to audio, audiovisual content, and related materials and information (collectively, "Personal Content") that in the sole judgment of Mevio violates these Terms of Use or which may be offensive, undesirable, illegal, harmful or violate the rights of others, or threaten the safety of any Member or the general public. You are solely responsible for the Personal Content that you publish or display (hereinafter, "post") on the Mevio Websites or any material or information that you transmit to other members. By posting any Personal Content to the public areas of the Mevio Websites, you hereby grant to Mevio the non-exclusive, fully paid, worldwide license to use, publicly perform, display, sell advertising and to place advertising in or around such Personal Content on the Mevio Websites. This license will terminate at the time you remove such Personal Content from the Mevio Websites.
  2. Mevio's Editing Rights: It is important to Mevio that the Mevio Websites are user friendly, and there is a proper search directory, which provides its users an opportunity to find, search, download, and play your programs on the Mevio Websites. For the sole purpose of optimizing its search function and directory, Mevio may from time to time edit, alter or amend your Personal Content and the metadata related thereto, including and specifically limited to the titles, descriptions, and thumbnail images related to your Personal Content and Mevio Account. You will always retain the sole creative control over the Personal Content, and you will have the right to create multiple productions for the Mevio Websites, expand on production formats now existing or yet to be invented, and to create multiple episodes of the Personal Content in multiple formats.
8. Offline Events. By participating in any offline Mevio event, you agree to release and hold Mevio harmless from any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, either directly or indirectly related to or arising from your participation in any such offline Mevio event.
REPRESENTATIONS AND WARRANTIES.

You represent and warrant the following: (i) you own the Personal Content posted by you on the Mevio Websites or otherwise have the right to grant the license set forth in section 3.g.(i) above, and (ii) your Personal Content does not violate any privacy rights, publicity rights, copyright rights, moral rights (and you will comply with all moral rights obligations), or other intellectual property rights of any third party entity. You agree to pay for all royalties and fees owing any person by reason of any Personal Content you post on the Mevio Websites. The following is a partial list of the kind of Personal Content that is illegal or prohibited on the Mevio Websites: any posting that contains material which: (a) is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) harasses or advocates harassment of another person; (c) involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming"; (d) promotes information that you know to be false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, libelous or which infringes any rights of any third party; (e) promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (f) contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); (g) provides material that exploits people in a sexual or violent manner, or solicits personal information from anyone under 18; (h) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (i) solicits passwords or personal identifying information for commercial or unlawful purposes from other users; or (j) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes.
UNLAWFUL CONDUCT.

You must use the Offered Services in a manner consistent with any and all applicable laws and regulations. You may not transmit any chain letters or junk email to other members. Although Mevio cannot monitor the conduct of its members off the Mevio Websites, it is also a violation of these rules to use any information obtained from the Mevio Websites in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our members from such advertising or solicitation, Mevio reserves the right to restrict the number of emails which a Member may send to other members in any 24-hour period to a number which Mevio deems appropriate in its sole discretion. You may not cover or obscure the banner advertisements on your personal profile page, or any Mevio page via HTML/CSS or any other means. You may not use the account, username, or password of another Member at any time nor may you disclose your password to any third party or permit any third party to access your account. Finally, you may not sell or otherwise transfer your profile.
COPYRIGHT/TRADEMARK POLICY.

Third Party IP. Mevio respects the intellectual property of others, and we ask everyone using or visiting our sites to do the same. It is our policy, in appropriate circumstances and at our sole discretion, to disable or terminate the accounts of users who may infringe the copyrights or other intellectual property rights of Mevio and/or any third parties.

Mevio Copyright. All Content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Mevio or its Content suppliers and protected by United States and international copyright laws. The compilation of all Content on this site is the exclusive property of Mevio and protected by U.S. and international copyright laws. All software used on this site is the property of Mevio or its software suppliers and protected by United States and international copyright laws.

Trademarks. Mevio, and other Mevio graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Mevio. Unless expressly agreed to in writing, Mevio's trademarks and trade dress may not be used in connection with any third products or services in any manner, and particularly in any manner that is likely to cause confusion among customers, or that disparages or discredits Mevio. All other trademarks not owned by Mevio that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Mevio.
NOTICE FOR CLAIMS OF INTELLECTUAL PROPERTY VIOLATIONS AND AGENT FOR NOTICE.
1. Copyright Infringement Claims: If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Mevio's Copyright Agent with the following information:
  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the MEVIO site, with enough detail that we may find it on the web site;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf
  Mevio's Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
  By mail:
```
Copyright Agent
c/o MEVIO, Inc.
577 2nd Street, Suite 203
San Francisco CA 94107
```
  By phone:
  
  415-247-8608
  
  By fax:
  
  415-247-8690
  
  By email:
  
  copyright@mevio.com
Identity Theft: Mevio takes identity theft very seriously. If you believe a user on our site has made you the victim of identity theft, please submit a claim by providing Mevio's Copyright Agent with the following information:
1. Your electronic or physical signature, or the signature of a person authorized to act on your behalf;
2. A description of where the Material which you claim constitutes identity theft is located on the Mevio site, with enough detail that we may find it on the web site;
3. Your address, telephone number, and email address;
4. A copy or scan of two (2) forms of photo ID, such as a driver's license or passport; and
5. A statement by you or a person authorized to act on your behalf, made under penalty of perjury, that the information in your Claim is accurate
6. Mevio's Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
  By mail:
```
Copyright Agent
c/o Mevio, Inc.
577 2nd Street, Suite 203
San Francisco CA 94107
```
  By phone:
  
  415-247-8608
  
  By fax:
  
  415-247-8690
  
  By email:
  
  copyright@mevio.com
  Complaints within the UK: Any complaints regarding the Offered Service or the Mevio Websites should be directed to Mevio at using the following details:
```
Mevio UK Ltd.	
c/o Mevio, Inc.
577 2nd Street, Suite 203
San Francisco CA 94107
```
LINKING TO THE Mevio WEBSITES.
1. You may link to the homepage of a Mevio Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it or infringe any of the provisions of these Terms of Use, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
2. You must not establish a link from any website that is not owned by you.
3. The MEVIO Website s must not be framed on any other site. We reserve the right to withdraw linking permission without notice.
VIRUS PROTECTION AND COMPATIBILITY. (UK)

While certain precautions have been taken to detect computer viruses and ensure security, Mevio cannot guarantee that the Mevio Websites or Offered Services are virus-free and secure. Mevio shall not be liable for any loss or damage which occurs as a result of any virus, distributed denial-of-service attack, breach of security or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Mevio Websites or the Offered Services or to your downloading of any material posted on them, or on any website linked to them.

Mevio give any warranties as to the compatibility of the Mevio Websites with your computer systems, software and/or hardware.
PERMISSIONS.

If you are seeking permission to use Mevio trademarks, logos, service marks, trade dress, slogans, screen shots, copyrighted designs, or other brand features, please contact Mevio's public relations department, and not the copyright agent.
MEMBER DISPUTES.

You are solely responsible for your interactions with other Mevio members. Mevio reserves the right, but has no obligation, to monitor disputes between you and other members.
PRIVACY.

Use of the Mevio Websites and the offered service is also governed by our Privacy Policy
DISCLAIMER.

Mevio is not responsible for any incorrect or inaccurate Personal Content posted on the Mevio Websites or in connection with the Offered Services, whether caused by users of the Mevio Websites, members or by any of the equipment or programming associated with or used in connection with the Offered Services. Mevio is not responsible for and does not endorse any solicitation or advertisement posted by a Member, unless explicitly stated. Mevio is not responsible for the conduct, whether online or offline, of any user of the Mevio Websites. Mevio assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any user or Member communication. Mevio is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or at any Mevio Website or combination thereof, including any injury or damage to users and/or members or to any person's computer related to or resulting from participation or downloading materials in connection with the Mevio Websites and/or in connection with the Offered Services. Under no circumstances shall Mevio be responsible for any loss or damage, including personal injury or death, resulting from use of the Mevio Websites or the Offered Services or from any Personal Content posted on the Mevio Websites or transmitted to members, or any interactions between users of the Mevio Websites, whether online or offline. The Mevio Websites and the Offered Services available thereon are provided "AS-IS" and Mevio expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Mevio cannot guarantee and does not promise any specific results from use of the Mevio Websites or the Offered Services made available thereon.
MODIFICATION OF TERMS.

Mevio may modify these Terms of Use at any time and such modification shall be effective upon a posting by Mevio on the Mevio Websites. Any visit to the Mevio Websites or use of the Offered Services by you after the new modifications are posted will indicate your acceptance of the modified Terms of Use. Therefore, please make an effort to regularly read this Terms of Use.
LIMITATION ON LIABILITY. (United States)

IN NO EVENT SHALL Mevio BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE Mevio WEBSITES OR THE OFFERED SERVICES, EVEN IF Mevio HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Mevio'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO Mevio FOR THE OFFERED SERVICES.
DISPUTES INVOLVING MEVIO. (United States)

If there is any dispute about or involving the Mevio Websites and/or the Offered Services, you agree that, by using the MEVIO Websites, any dispute shall be governed by the laws of the State of California without regard to conflict of law provisions and you agree to personal jurisdiction by and venue in the state and federal courts of the State of California, City of San Francisco.
INDEMNITY.

You agree to indemnify and hold Mevio, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Mevio Websites and the Offered Services in violation of this Agreement and/or arising from a breach of these Terms of Use and/or any breach of your representations and warranties set forth above.
SOLICITATIONS AND ADVERTISEMENTS.

Unless explicitly stated, Mevio does not endorse or otherwise take responsibility for any solicitation or advertisement that is found on the Member pages. All users are warned that any action that you take with respect to such solicitations or advertisements is at your own risk. As stated previously, the same warning/disclaimer applies to solicitations and advertisements contained on any third-party site which may be accessed from a link found on the Mevio Websites.
RIGHT OF THIRD PARTIES ACT 1999. (UK only)

None of these Terms of Use shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any third party except Mevio UK Ltd (formerly known as PodShow UK Ltd), wholly owned subsidiary of Mevio, Inc.
CHOICE OF LAW.
1. United States: With respect to users and members within the United States, the Terms of Use will be governed by the laws of the State of California without regard to conflict of law provisions, and you agree to personal jurisdiction by and venue in the state and federal courts of the State of California, City of San Francisco.
2. United Kingdom: With respect to users and members with the United Kingdom, English law will govern these terms and conditions. You submit to the non-exclusive jurisdiction of the English courts.
OTHER.
1. These Terms of Use are accepted upon your use of the Mevio Websites and are further affirmed by you opening a Mevio Account. The failure of Mevio to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding these Terms of Use.
2. If any provisions of these disclaimers and exclusions shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
3. These Terms of Use and the other statements and terms and condition referred to in them constitute the entire agreement between you and Mevio as to your use of the Mevio Websites and the Offered Services and shall supersede any prior agreement or representation in respect thereof.
4. The express provisions of these Terms of Use are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
5. Any and all notices to be given by either one of us to the other pursuant to or in connection with these Terms of Use shall be deemed sufficiently given when forwarded by e-mail or facsimile transmission in each case addressed to you at the e-mail address or facsimile number you have given us or to us at the e-mail address or facsimile number displayed on the relevant Mevio Website.
6. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

I HAVE READ THESE TERMS OF USE AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

Mevio Terms Of Use Agreement

INTRODUCTION

Mevio ACCOUNTS.

YOUR ACCEPTANCE.

ACCESS AND USE OF MEVIO WEBSITES.

REPRESENTATIONS AND WARRANTIES.

UNLAWFUL CONDUCT.

COPYRIGHT/TRADEMARK POLICY.

NOTICE FOR CLAIMS OF INTELLECTUAL PROPERTY VIOLATIONS AND AGENT FOR NOTICE.

LINKING TO THE Mevio WEBSITES.

VIRUS PROTECTION AND COMPATIBILITY. (UK)

PERMISSIONS.

MEMBER DISPUTES.

PRIVACY.

DISCLAIMER.

MODIFICATION OF TERMS.

LIMITATION ON LIABILITY. (United States)

DISPUTES INVOLVING MEVIO. (United States)

INDEMNITY.

SOLICITATIONS AND ADVERTISEMENTS.

RIGHT OF THIRD PARTIES ACT 1999. (UK only)

CHOICE OF LAW.

OTHER.