Ustream

Terms of Service

Effective as of: July 28, 2008

Welcome to Ustream.tv!

Ustream, Inc. ("Ustream.tv," "we" or "us") provides content streaming and social networking services for the sharing of live content and video chat on the Internet and via mobile devices (the "Services") by our users through our website accessible at www.Ustream.tv (the "Site"). Please read the following important terms and conditions ("Terms of Service") carefully. These Terms of Service and the other policies posted on the Site or made available via the Service govern your access to and use of the Site and Services, including any content, information, products or services therein.

These Terms of Service are a legal agreement between you and Ustream.tv and apply to you whether you are a Member (defined below) or a visitor just browsing the Site (collectively, "Ustream.tv Users"). The Ustream.tv Acceptable Use Policy ("AUP") is incorporated herein by reference and to the extent that there are any conflicts between the terms or conditions of our AUP and these Terms of Service, the terms and conditions of these Terms of Service will govern.

YOU UNDERSTAND THAT BY CLICKING THE "I AGREE" BUTTON, OR BY USING THE SITE, SERVICES (INCLUDING ANY CONTENT PROVIDED THEREIN), OR YOUR ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES. If you agree to these Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business. In that event, "you" and "your" will refer and apply to that business.

1. Eligibility and Registration

In order to access certain features of the Site and Services, and to post User Submissions, you will have to create a Ustream.tv account and become a "Member". To become a Member you must be at least 13 years of age. When you register, you will be asked to choose a username and a password.

You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions. You will immediately notify Ustream.tv of any unauthorized use of your password. You agree that the information that you provide to us upon registration, and at all other times will be true, accurate, current and complete.

If you become a Member you consent to the use of: (a) electronic means to complete these Terms of Service and to provide you with any notices given pursuant to these Terms of Service; and (b) electronic records to store information related to these Terms of Service or your use of the Site and Services. Our Privacy Policy contains information about our policies and procedures regarding the collection, use and disclosure of information we receive from Ustream.tv Users.

2. Termination or Suspension of the Site or Services & Modification of these Terms of Service.

a. Ustream.tv reserves the right, in its sole discretion, at any time to modify, discontinue or terminate the Site and Services, or modify these Terms of Service without advance notice. All modified terms and conditions will be effective after they are posted on the Site (unless a longer notice period is required by applicable law). If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Site and Services, and if applicable, cancel your Ustream.tv account. By continuing to access or use the Site and Services after Ustream.tv makes any such revision, you agree to be bound by the revised Terms of Service.

b. Without limiting other remedies, Ustream.tv may immediately terminate or suspend your access to the Site and Services and remove any material (including User Submissions) from the Site or our servers, in the event that you breach these Terms of Service. Notwithstanding the foregoing, we also reserve the right to terminate the Site, Services or your access thereto at any time and for any reason. In addition, Ustream.tv may notify authorities or take any actions it deems appropriate, without notice to you, if Ustream.tv suspects or determines, in its own discretion, that you may have or there is a significant risk that you have: (i) failed to comply with any provision of these Terms of Service or any policies or rules established by Ustream.tv; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Ustream.tv Users, Ustream.tv or any other third parties or the Site or Services.

c. You may terminate your Ustream.tv account at any time and for any reason by selecting "Close Account" in your account preferences. Upon any termination by a Member, the related account will no longer be accessible.

d. After any termination, you understand and acknowledge that we will have no further obligation to provide the Services. Upon termination, all licenses and other rights granted to you by these Terms of Service will immediately cease. Ustream.tv is not liable to you or any third party for termination of the Services or termination of your use of the Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING USER SUBMISSIONS) THAT YOU HAVE SUBMITTED ON THE SITE OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, Ustream.tv will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.

e. Any suspension, termination or cancellation will not affect your obligations to Ustream.tv under these Terms of Service (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

3. Copyrighted Materials:

No Unauthorized Use. YOU WILL NOT USE THE SITE OR SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. Ustream.tv has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users or Members who repeatedly infringe or are believed to be infringing the rights of copyright holders. Please see the Ustream.tv Copyright and IP Policy for further information.

4. Intellectual Property Rights and Ownership

a. Definitions. Certain types of content are made available through the Site. "Content" as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files made available through the Site, excluding User Submissions. "User Submissions" as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files and other content and information which Members stream, post, upload and otherwise submit to the Site, including without limitation in broadcast chats, discussion groups, message boards and Member created profile pages. Ustream.tv reserves the right to remove and permanently delete any Content or User Submissions from the Site without notice. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting publishing or otherwise making available any User Submissions, emails or other materials that are believed to violate these Terms of Service.

b. Content. You may access and use the Site, Services, Content and User Submissions for your own personal non-commercial use. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Content, User Submissions or related products and services and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, Content, User Submissions (other than your User Submissions). Ustream.tv and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Site, Content and the trademarks, service marks and logos contained therein other than your User Submissions.

c. User Submissions.

5. Interactions between Ustream.tv Users.

You are solely responsible for your interactions (including any disputes) with other Ustream.tv Users. You understand that Ustream.tv does not in any way screen Ustream.tv Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and Services and disclosing personal information to other Ustream.tv Users. You agree to take reasonable precautions in all interactions with other Ustream.tv Users, particularly if you decide to meet a Ustream.tv User offline, or in person. Your use of the Site, Services, Content and any other information or other materials made available through the Site or Services is at your sole risk and discretion and Ustream.tv hereby disclaims any and all liability to you or any third party relating thereto. Ustream.tv reserves the right to contact Members, in compliance with applicable law, in order to evaluate compliance with the rules and policies in these Terms of Service. You will cooperate fully with Ustream.tv to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting authorized Ustream.tv representatives access to any password-protected portions of your Ustream.tv account.

Without limiting the terms of Section 4(c)(iii), Ustream.tv may in its sole discretion review and/or record broadcast chat exchanges and/or other communications engaged in via the Site or Services, in accordance with applicable law, in order to evaluate compliance with the rules and policies set forth in these Terms of Service or as otherwise technically necessary.

6. Obligations for Ustream.tv Users.

The Site and Services may be used and accessed for lawful, non-commercial purposes only. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site or Services:

1. Circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content;

2.Upload, stream, email or otherwise transmit (i) any User Submission to which you do not have the lawful right to copy, transmit and display (including any User Submission that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Submission); (ii) any User Submission for which you do not have the consent or permission of each identifiable person in the User Submission to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Submission) and such consent or permission is necessary; or (iii) any User Submission that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);

3. Use any meta tags or other hidden text or metadata utilizing a Ustream.tv name, trademark, URL or product name;

4. Upload, stream, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, "pyramid schemes" or any other form of solicitation;

5. Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information;

6. Upload, stream, email, or otherwise transmit, via the Site or Services, any User Submissions that are unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including without limitation any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable in the opinion of Ustream.tv;

7. Upload, stream, email, or otherwise transmit any User Submissions that contain software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the Site;

8. Upload, stream, email or otherwise transmit any User Submissions that include code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Submissions that is unrelated to the immediate, aesthetic nature of the User Submissions;

9. Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available at the Site, servers or networks connected to the Site or the technical delivery systems of Ustream.tv's providers or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

10. Attempt to probe, scan or test the vulnerability of any Ustream.tv system or network or breach or impair or circumvent any security or authentication measures protecting the Site or Services;

11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Services;

12. Attempt to access, search or meta-search the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Ustream.tv or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari, or Opera), including without limitation any software that sends queries to the Site to determine how a website or web page ranks.

13. Collect or store personal data about other users without their express permission;

14. Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud;

15. Use the Site or Services in any manner not permitted by these Terms of Service; or

16. Encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Service.

8. Sweepstakes and Contests.

Ustream.tv may operate sweepstakes, contests and similar promotions (collectively, "Promotions") through the Site or Services. You should carefully review the rules (e.g., the "Official Rules") of each Promotion in which you participate through the Site or Services, as they may contain additional important information about Ustream.tv's rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion. To the extent that the terms and conditions of such Official Rules conflict with these Terms of Service, the terms and conditions of such Official Rules will control.

9. Disclaimer of Warranties.

Your use of the Site, Services, Content and User Submissions is at your sole discretion and risk. The Site, Services, Content and User Submissions, and all materials, information, products and services included therein, are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. USTREAM.TV EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, SERVICES, CONTENT AND USER SUBMISSIONS, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. Ustream.tv disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Site; or (ii) that the Site, Services, Content and User Submissions will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by you from Ustream.tv, will create any warranty not expressly stated in THESE TERMS OF SERVICE. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

10. Limitation of Liability.

IN NO EVENT WILL USTREAM.TV, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, SERVICES, CONTENT AND USER SUBMISSIONS WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT USTREAM.TV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT WILL USTREAM.TV'S CUMULATIVE LIABILITY TO YOU EXCEED $100.

11. Indemnification.

You agree to defend, indemnify, and hold Ustream.tv, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Site, Services, Content and User Submissions; (ii) your violation of these Terms of Service; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party, including without limitation claims that your User Submissions are infringing.

12. Third Party Links.

The Site may provide links to third party websites or resources from the Site. You acknowledge and agree that Ustream.tv is not responsible or liable for the availability or accuracy of, and Ustream.tv does not endorse, such websites or resources or the content, products, or services on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

13. General

1. No Assignment. You will not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Ustream.tv. Any purported assignment or delegation by you without the appropriate prior written consent of Ustream.tv will be null and void. Ustream.tv may assign these Terms of Service or any rights hereunder without your consent.

2. Relationship of the Parties. For purposes of these Terms of Service, including if you become a Member and create an account, you are not an employee or agent of Ustream.tv, and you will not represent that you are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Service, including without limitation any expenses associated with the implementation of these Terms of Service.

3. Severability and Waiver. In the event that any provision in these Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of Ustream.tv to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.

4. Force Majeure. Ustream.tv will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Ustream.tv infrastructure or connectivity to the Internet, or failure at Ustream.tv co-location facility, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, Ustream.tv will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

5. Governing Law. These Terms of Service and the relationship between you and Ustream.tv will be governed by the laws of the State of California without regard to its conflict of law provisions. You and Ustream.tv agree to submit to the personal and exclusive jurisdiction of the courts located in San Francisco County, California.

6. Entire Agreement. These Terms of Service are the entire and exclusive agreement between Ustream.tv and you regarding the Site, Content, and Services and supersede and replace any prior agreements between Ustream.tv and you regarding the Site and Services.

7. Notice. Any notice or other communication to be given hereunder will be in writing and given (a) by Ustream.tv via email (in each case to the address that you provide), (b) a posting on the Site or (c) by you via email to support@ustream.tv or to such other addresses as Ustream.tv may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

8. Questions. If you have questions about these Terms of Service or would like to request a copy of these Terms of Service or any other records relating to these Terms of Service of your use of the Site and Services, please contact Ustream.tv at support@ustream.tv or by sending a written request to Ustream, Inc. at 274 Castro Street, Suite 204, Mountain View, CA 94041

14. Feedback.

Your feedback is welcome and encouraged. You may submit feedback by emailing us at feedback@Ustream.tv. You agree, however, that: (i) by submitting unsolicited ideas to Ustream.tv or any of its employees or representatives, you automatically forfeit your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to Ustream.tv or any of its employees or representatives automatically become the property of Ustream.tv. You hereby assign and agree to assign all rights, title and interest you have in such feedback and ideas to Ustream.tv together with all intellectual property rights therein.