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Directable Terms and Conditions

Updated 11/29/2017

 

  1. Introduction

Your use of the Directable Service, and the licenses granted herein, are expressly conditioned upon your acceptance of these Terms of Use and the following additional terms and conditions and policies, which are hereby incorporated by reference (collectively, the "Agreement")

    1. If you register on behalf of a business, you represent to Directable that you have the authority to bind that business and that your acceptance of this Agreement will be treated as acceptance by that business.
    2. Changes and Modifications. Directable may change or amend these terms. If we make material changes, we will notify you, either through the user interface, in an email notification, or through other reasonable means. Your use of the Service after the date such change(s) become effective will constitute consent to the changed terms. If you do not agree to the changes, you must immediately stop using the Service. Otherwise the new terms will apply to you.
    3. As long as you comply with this Agreement, Directable grants you a limited, revocable, non-exclusive, non-assignable, non-sub-licensable right to access and use the Service as it is intended to be used and in accordance with this Agreement and applicable law. We grant you no other rights, implied or otherwise.
    4. The Service may contain links to or allow you to interact with and make use of other independent third-party websites, products or services ("Third-Party Sites, Products and Services"). Access to Third-Party Sites, Products and Services is provided solely as a convenience to our visitors. Such Third-Party Sites, Products and Services are not under Directable's control and Directable does not necessarily endorse the content, advertising, products, services or other materials on or available from such Third-Party Sites, Products and Services. Your use of any Third-Party Sites, Products and Services may be subject to the third-party provider's terms and conditions and privacy policy and may involve the disclosure or transfer of information from or about you to the third-party provider. You will need to make your own independent judgment regarding your use of and interaction with any Third-Party Sites, Products and Services. You acknowledge and agree that Directable is not responsible for the availability of any Third-Party Sites, Products and Services and that Directable shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or interaction with any Third-Party Sites, Products and Services.

 

  1. Description of Service

General Description. The Directable Service is a digital signage platform that enables you to quickly and easily create a presentation ("Show") for TVs by either running our application directly on a TV or via a device tethered to a TV.

 

  1. Conditions of use and user conduct

As a condition of use, and the licenses granted to you herein, you agree to the following:

    1. Certain components of the Service permit or require you to open an account (including setting up a password). You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify Directable immediately of any unauthorized use of your account or password, or any other breach of security. If your account is a single user account, you must not knowingly allow others to use your account or password.
    2. You must not use the Service to harass, threaten, impersonate, or intimidate anyone.
    3. You must not upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
    4. You must not upload, post, email, transmit, publicly perform, or otherwise make available any content that violates the copyright, trademark, publicity, privacy, or other rights of third parties. You must comply with all intellectual property and other laws applicable to your use of the Service.
    5. You must not transmit any worms or viruses or any code of a destructive nature.
    6. You must not violate any laws applicable to your use of the Service (including but not limited to intellectual property laws).
    7. You must not use the Service for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content.
    8. Some Directable accounts offer a thirty (30) day free trial. Such free trials are limited to one-per-user. Users must not fraudulently obtain (or attempt to obtain) additional trial periods beyond this single thirty (30) day term.

 

  1. Account Types

Directable offers a variety of user accounts. You can find out about all the types of accounts, as well as their features and pricing on www.directable.com.

 

  1. Content & Options

Directable offers a number of ways to share, your Show with others. We refer to the user assembled materials as "Content".

    1. Licenses you grant to Directable for use of your Content
  1. In order to provide the Service to you in accordance with these terms, we need certain licenses from you in order for us to, e.g., host, store and display the content. For example, we need the right to publicly display/perform the work to allow us to display it on the TV display of any party who is not the copyright holder. We need the right to reproduce the content so that it can be saved to our servers. We need to create derivative works and modify the content, for example, when transcoding an uploaded image into a format that will work most efficiently with the Service.
  2. With respect to Content, you hereby do and shall grant to Directable (and its successors, assigns, and third-party service providers) a worldwide, non-exclusive, revocable, royalty-free, fully paid, sub-licensable, and transferable license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute and transmit the content.

 

  1. Third-Party Content

Directable gives you the option, when creating or editing a Show, to search for and insert third party content, such as images, into your Show. Such third-party content is subject to certain license terms. For example, if you use an image that is licensed pursuant to a Creative Commons license that prohibits commercial use, you may not use the image for commercial purposes. Some license terms may limit the manner in which you are permitted to share content with others, or to allow re-use of a Show. You agree to review and comply with the license terms applicable to any third-party content in a Show.

 

  1. Payment Terms

You agree to pay the then-current fee for the account type you have selected. The current fee for the account type you have selected will automatically and immediately be charged to your payment method or account on the date your free trial expires. Fees charged for one account type may not be credited towards other account types. All currency references are in U.S. dollars.

 

  1. Payment for Subscription

You agree to pay the then-current fee for the account type you have selected. The current fee for the account type you have selected will automatically and immediately be charged to your payment instrument or account on the date your free trial expires. Fees charged for one account type may not be credited towards other account types. All currency references are in U.S. dollars.

    1. Fraud Protections

To protect against potential fraud, Directable may take steps to verify the validity of the credit card information you provide to us. The verification process may include debiting an amount between $0.01 and $0.99 from your credit card account and then immediately crediting the same amount back to your credit card, as well as asking you to verify the amount debited in order to confirm that you are in possession of your credit card. Directable will only use this process to screen for fraud and will not otherwise debit your credit card account except as part of a transaction conducted through your account for the Service. By providing Directable with your credit card information, you authorize Directable to debit and credit your credit card account for an amount less than one dollar for such verification purposes.

    1. Cancellation of Subscription

Payment for subscriptions is non-refundable. If you cancel your recurring payment option, your account will remain active until its next renewal date. If you delete your account before the end of the term for which you paid, your cancellation will take effect immediately. In either case (cancellation or deletion), you will not be given any refund.

    1. Termination

If your credit card is invalid for any reason, your paid Directable account will be suspended. Directable further reserves the right to cancel and account for non-payment.

 

  1. Intellectual Property Infringement, Warranties

When you upload Content on or through the Service, you represent and warrant that, with respect to all Content that you upload, transmit, publish and disseminate through the Service, (a) you have all the rights and licenses necessary to use, reproduce, publish, display publicly, perform publicly, distribute, or otherwise exploit such Content in connection with the Service (and to grant to Directable the licenses set forth in this Agreement); (b) the Content will not infringe or otherwise violate the copyright, trademark, or other intellectual property rights of any third party; and (c) you have the consent, release, and/or permission of each identifiable person depicted in your Content to upload, transmit, publish, and/or disseminate their name and/or likeness through the Service.

    1. Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
    2. Counter-Notification:

If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

  1. A physical or electronic signature of the user.
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
  • A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  1. The user's name, address, and telephone number, and a statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification or an agent of such person.
  2. Such written notice should be sent to our designated agent as follows:

Legal Dept., Directable, Inc. – PO Box 2486, Kirkland, WA, 98083-2486

  1. Only the intellectual property rights owner may report potentially infringing items through Directable reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.
  1. Directable's Intellectual Property

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, content, and computer code (collectively, "Directable Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel," and arrangement of such Directable Content, contained on the Service is owned, controlled, or licensed by or to Directable, and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights. Except as expressly provided in this Agreement or otherwise permitted by law, no Directable Content may be used, copied, reproduced, modified, republished, uploaded, posted, publicly displayed, publicly performed, publicly performed by means of a digital audio transmission, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or any other medium for publication or distribution or for any commercial enterprise or purpose, without Directable's express prior written consent.

 

  1. Termination - Breach of This Agreement

You agree that Directable may, at its sole discretion and without prior notice, terminate your account, your access to the Service, and/or block your future access to the Service, without providing a refund of any subscription fees. Please note that it is Directable's policy to terminate the accounts of users who repeatedly violate the intellectual property rights of third parties. If Directable takes any legal action against you as a result of your breach of this Agreement, Directable will be entitled to recover from you, and you agree to pay, all reasonable attorney's fees and costs of such action, in addition to any other relief granted to Directable.

 

  1. Disclaimer of Warranties

While Directable attempts to make Content available through the Service, Directable does not guarantee access to, or hosting of, your Content. For example, if Content violates these Terms of Use, access to it may be disabled. Also, if a particular piece of content creates too large a demand on the Service, it may result in access to the content being temporarily or permanently disabled. You agree that Directable will not be liable to you or to any third party for termination of your access to the Service for any reason.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DIRECTABLE AND ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AND LICENSORS ( "DIRECTABLE AFFILIATES") EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. DIRECTABLE AND DIRECTABLE AFFILIATES MAKE NO WARRANTY THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) CONTEN WILL BE HOSTED AND/OR TRANSMITTED WITHOUT INTERRUPTION OR CESSATION; (d) ANY PRODUCTS, SITES, INFORMATION, OR OTHER MATERIAL, WHETHER IN TANGIBLE OR INTANGIBLE FORM, PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR ANY STANDARD OF QUALITY; AND (e) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE OR RELATED SOFTWARE WILL BE CORRECTED.

ANY MATERIAL, INFORMATION, OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULT FROM THE DOWNLOAD OF SUCH MATERIAL. NO ADVICE, REPRESENTATION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DIRECTABLE, DIRECTABLE AFFILIATES, OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

 

  1. Limitation of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DIRECTABLE AND DIRECTABLE AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OF PROFITS, GOODWILL, OR BUSINESS REPUTATION; ANY LOSS OF DATA; ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR ANY OTHER INTANGIBLE LOSSES. THIS ALSO INCLUDES, WITHOUT LIMITATION, ANY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY CHANGES THAT DIRECTABLE MAY MAKE TO THE SERVICE; (b) ANY PERMANENT OR TEMPORARY CESSATION OF THE SERVICE; (c) THE DELETION OR CORRUPTION OF OR FAILURE TO STORE ANY CONTENT OR OTHER PROPERTY MAINTAINED THROUGH THE SERVICE; OR (d) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY ABOVE SHALL APPLY IRRESPECTIVE OF THE THEORY OF LIABILITY, INCLUDING CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER THEORY, EVEN IF WE (OR OUR AFFILIATES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE SOFTWARE, THE SERVICES, MATERIALS, THIRD PARTY CONTENT AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SERVICE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. DIRECTABLE DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF DIRECTABLE, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).

YOU SPECIFICALLY ACKNOWLEDGE THAT DIRECTABLE AND DIRECTABLE AFFILIATES SHALL NOT BE LIABLE FOR CONTEN OR 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.

 

  1. Review Shows Before Use

Directable has not reviewed the Shows featured on the Service to determine whether they are suitable or appropriate for your intended audience. Before using any of the Shows featured on the Service, please PREVIEW THEM CAREFULLY to ensure that the materials are appropriate for your audience, and for any other uses you intend to make. Directable is not responsible for the content of any Shows on the Service.

 

  1. Disclaimer of Warranties

Your use of this Service, any Software and/or the services is at your own risk. Neither the Materials nor the Third-Party Content have been verified or authenticated in whole or in part by Directable, and they may include inaccuracies or typographical errors. Directable does not warrant the availability, accuracy, access, or timeliness of the Materials or the Third-Party Content contained on this Service. Directable has no liability for any errors or omissions in the Materials and/or the Third-Party Content, whether provided by Directable or our licensors.

 

  1. Local Laws; Export Control

Directable controls and operates this Service from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Service outside the United States of America, you are responsible for following applicable local laws.

 

  1. General Terms

Entire Agreement. This Agreement is the whole legal agreement between you and Directable. It governs your use of the Service and completely replaces any prior agreements between you and Directable with respect to the Service. You may also be subject to additional terms and conditions that may apply when you use or purchase other products or services from Directable.

    1. Governing Law. Nevada law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or the Service will be heard in the courts located in Nevada. If any of these Terms is found to be inconsistent with applicable to law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Directable's failure to enforce any of these Terms is not a waiver of such term. The Terms are the entire agreement between you and Directable and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Directable about the Service. The proprietary rights, disclaimer of warranties, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
    2. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is forever barred.
    3. Severability of Terms; Non-waiver of Terms; Assignment. If any portion of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement enforced as written. If Directable does not exercise or enforce any legal right or remedy including those contained in the Agreement or arising under applicable law, this will not be taken to be a formal waiver of our rights. Directable may assign or delegate some or all of its rights and obligations under this Agreement.

 

  1. How to Contact Us

You may contact us by visiting: www.directable.com

Directable's mailing address is:    Directable, Inc. – PO Box 2486, Kirkland, WA, 98083-2486