TERMS OF SERVICE
Last Revised: May 30, 2012
CoveritLive is a service provided by Demand Media, Inc. These Terms of Service (“Terms”) constitute a binding contract that you accept (i) if you are Registered User (as defined below) when you register, renew, or revise your Account, or (ii) if you are a Reader, by accessing our Site or a Live Event or a Replay Event and viewing Content (all as defined below). If you do not accept these Terms, you may not use our Service for any reason whatsoever. You also may not accept these Terms, and therefore may not use our Service, if (i) you are not of legal age to form a binding contract with us or (ii) the laws of the jurisdiction in which you reside proscribe the use of our Service in the manner you intend.
“Account” means the system on our Site by which you register and thereafter authenticate your privileges to access our Service.
“Clicks” means the aggregate number of times a Live Event or Replay Event are initiated and/or interacted with by Readers.
“Company” means Demand Media, Inc., a corporation formed under the laws of the State of Delaware, United States of America; “us” and “we” are both synonymous with Company, and references to “our” is construed accordingly.
“Content” means any information (such as data files, written text, computer software, music, audio files, or other sounds, photographs, videos, or images of any kind) which you contribute, which you have access to as part of, or through your use of, the Site or the Service.
“Live Event” means any session created using the Service during which your commentary and any media elements you include is streamed contemporaneously and near real-time for Readers to enjoy on your web page or blog.
“Reader” means a unique, real-time visitor to a Live Event or Replay Event that is being streamed on a Registered User’s web page or blog.
“Registered User” means any person who accesses the Site and has an Account.
“Replay Event” means any session created using the Service during which your commentary and any media elements you include is streamed after a Live Event for Readers to enjoy on your web page or blog.
“Service” means our suite of hosted software tools (including any enhancements, improvements, and upgrades we may subsequently make in our discretion) known collectively as “CoveritLive” and providing various functions and features that we describe on our Site.
“Site” refers to our website accessed on the Internet using the URL www.coveritlive.com.
Registered Users may opt for different Service plans. These respective plans are further described on the Site.
Payments for Service plans will be payable through the credit card that we have on record for you or within 30 days of receipt of invoice if we elect to invoice you.
Plans may include ad-supported monetization elements, sponsored listings and/or creative units provided by the Company or its partners. By selecting a Service plan, your Readers may view listings and/or units that we place on the Service; and you agree that we may place advertising in whatever manner, mode, and extent we choose, and that the revenue we earn is for our sole benefit and account, unless otherwise negotiated between the Company and you.
CHANGES TO THE SERVICE AND TO THE TERMS
In our discretion, but only with prior notice to you in the case of a paid subscription, we may add, delete, improve, or modify the features, capacity, service levels, and other metrics of the Service. We may include any new features or components that we develop or, at our option, as an additional paid option to your plan. We may also offer upgraded features in a plan different than your selected plan, if we so choose.
When warranted, we will update these Terms to reflect any material changes to the Service. We will post notice of material changes to the Terms in a prominent area on the Site. Your continued use of the Service thirty days after our posting notice of a change in these Terms on the Site will mean that you have agreed to be bound by the amended Terms. We encourage you to check back regularly to review these Terms at least once every thirty days.
SERVICE AVAILABILITY AND SUPPORT
Service Unavailability. From time to time, the Service may become unavailable. When the Service is unavailable, we will make a commercially reasonable effort (that is, steps taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel, or money) to restore the Service within a reasonable period of time. As our sole support obligation to you, we will respond to your emailed technical support questions within forty-eight hours of receipt.
Disruptions. We are not responsible for disruptions to the Service, including, but not limited to, disruptions caused by force majeure, acts of God, power outages, acts of computer hackers and others acting outside the law, and the like. Also, you are solely responsible for ensuring that you have sufficient and compatible hardware, software, telecommunications equipment, and Internet service necessary to access the Site and use our Service.
SECURITY AND PRIVACY
Security. You are responsible for maintaining the confidentiality of passwords associated with any Account you use to access the Service, and for that reason, are held accountable for any activity that occurs under your Account. You must notify us immediately (see contact information below) if you become aware of an unauthorized use of your password or your Account.
You agree to access and use the Service only for the purposes permitted under these Terms and, then, only to the extent allowed under any applicable law, regulation, or generally accepted practice or guideline that governs your conduct in any relevant jurisdiction. Without limiting the generality of the foregoing restriction, you expressly agree that you will not:
- Misrepresent your identity or provide false personal or billing information when registering for, and accessing and using, the Service;
- Exceed or circumvent the bandwidth, capacity, access, and Click limitations of your applicable subscription;
- Post obscene, harassing, defamatory, filthy, violent, pornographic, abusive, threatening, objectionable, libelous, or illegal material; or post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability;
- Other than as may be permitted under your Subscription Plan, advertise or otherwise solicit funds, goods, or services;
- Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer, or adapt any of the software, information, text, graphics, source code or HTML code, or other Content available on the Service;
- Violate a third party’s intellectual property, personality, publicity, or confidentiality rights; or upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or Content in violation of a third party’s rights;
- Remove or modify any copyright, trademark, legal notice, or other proprietary notation from the Content available on the Service;
- Transmit, install, upload, or otherwise transfer any material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; or transfer any other item or initiate any other process that in any way affects the use or enjoyment of the Service, or that otherwise adversely affects our computers, servers, or databases;
- Violate any domestic, foreign, or international law or regulation involving the export of software or technology, including, without limitation, the U.S. Export Administration Regulations; and
- Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other users of the Service, the Site or the Service.
We reserve the right, but do not have any obligation, to monitor use of the Service and to revoke or deny access to anyone, including you, who engage in prohibited conduct.
LINKS TO UNRELATED SITES
The Service may include hyperlinks to other web sites, services, or resources over which we have no control. You acknowledge and agree that we are not responsible for the availability of any such external sites, services, or resources, and that we do not endorse any products or other materials on or available from such web sites or resources, irrespective of whether advertised on our Service or not. You acknowledge and agree that we are not liable for any loss or damage that you may incur as a result of the availability of those external sites, services, or resources, or as a result of any reliance you place on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, any web sites, services, or resources.
Our Proprietary Rights. You acknowledge and agree that we (or our licensors) own, and that apart from the limited license we grant to Registered Users in Section IX of these Terms, you have no right in respect of, all legal right, title and interest in and to the Service and any suggestions, ideas, enhancement requests, feedback, recommendations you or others provide in respect of the Service, including any intellectual property rights that subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Nothing in these Terms gives you a right to use any of our or our licensors’ trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. You may not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Service, nor may use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely confuse the owner or authorized user of such marks, names, or logos.
Your Proprietary Rights. We acknowledge and agree that you (or your licensors) own, and that apart from the limited license you grant to us in these Terms, we have no right in respect of, all legal right, title or interest in or to any Content that you create, submit, post, transmit or display on, or through, the Service, including any intellectual property rights that subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You are responsible for protecting and enforcing those rights and we have no obligation to do so on your behalf. Also, you agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, submit, post, transmit, or display while using the Service and for the consequences of your actions (including any loss or damage that we may suffer) by doing so.
Other Contributors’ Proprietary Rights. You acknowledge that certain Content presented to you as part of the Service, including but not limited to advertisements, may be protected by intellectual property rights that are owned by the third-party contributors, sponsors, or advertisers (or by other persons or companies on their behalf) who provide such Content to us. You may not modify, license, distribute, or create derivative works based on this Content (either in whole or in part) without the authorization of the rightful owner of that Content, in a separate agreement. You understand that by using the Service you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Service at your own risk. We nevertheless reserve the right, but have no obligation, to pre-screen, review, flag, filter, modify, refuse, or remove any or all Content from the Service, including your Content.
Confidentiality. Neither you nor we will use or disclose the other’s Confidential Information for a period of five years from the date of disclosure except for the purposes allowed in these Terms, unless disclosed (a) pursuant to an order of a court, administrative agency, or other governmental body after giving notice of such to the other, or (b) on a confidential basis to legal or financial advisors. For these purposes, “Confidential Information” means any commercial or technical information, including without limitation, financial information, know-how, data, processes, designs, drawings, specifications, and the like, which one party knows or should know that the other treats as “confidential” or “proprietary,” but excluding information that (i) is or comes into the public domain otherwise than by disclosure or default by the recipient; (ii) was or is lawfully obtained or available from a third party who was lawfully in possession of the same and free to disclose it; or (iii) was already known to the recipient as evidenced by written record pre-dating such disclosure.
Non-Solicitation. If you are a Registered User, you agree that during the term of your subscription and for eighteen months after the term ends, you will not encourage or solicit any of our employees or consultants to leave our employ.
OUR LICENSE GRANT TO YOU
If you are a Registered User, we grant you and each Registered User enrolled with your Account a personal, worldwide, royalty-free, non-assignable and non-exclusive license to access and use the Service for the duration of your compliance with these Terms (or, for the term of your subscription if applicable). You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof. Nor may you assign (or grant a sub-license of) your rights to use the Service, grant a security interest in or over your rights to use the Service, or otherwise transfer any part of your rights to use the Service.
YOUR LICENSE GRANT TO US
You grant us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute on or through the Service any Content that you submit, post, or display. You understand that in providing the Service, we may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary or useful to conform and adapt that Content to the technical requirements of connecting networks, devices, services, or media. You agree that your license grant permits us to take these actions. You also confirm and expressly warrant to us that you have all the rights, power and authority necessary to grant the above license.
REMOVAL OF INFRINGING CONTENT
We prohibit you from uploading, posting, or otherwise transmitting on our Site or the Service any Content that violates another party's copyright. This means, among other things, that for users residing in the United States we will remove any offending Content that is reported to us pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), also known as the DMCA.
If you believe that your work has been reproduced and is accessible on the Site or Service in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:
1. the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
2. identification of the copyrighted work that you claim has been infringed;
3. identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material (for example, by providing a specific URL to the material);
4. your name, 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 owner, its agent, or the law; and
6. a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf.
Our designated agent to receive notification of claimed infringement can be reached at:
Demand Media, Inc.
5808 Lake Washington Blvd., Suite 300
(425) 298-2795 (fax)
It is our policy to terminate in appropriate circumstances any Account for repeated infringement of intellectual property rights, including copyrights, and we also reserve the right to terminate an Account for even one instance of infringement.
If you are a Registered User, you agree to defend, indemnify and hold harmless the Company, its affiliates, and their respective directors, officers, and employees against any and all costs, damages, and losses, including reasonable attorneys fees, resulting from any third-party claim or lawsuit arising out of or based on (a) Content that you submit, post, or display on or through the Service that allegedly infringes the rights of, or has caused harm to, a third party; or (b) any breach of any representation, warranty, or covenant by you under these Terms. Your indemnification obligations are conditioned on (i) an indemnified party providing prompt notice to you of any such claim, and (ii) providing you with any reasonable information or assistance that you request, and at your expense.
EXCLUSION OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF OUR SITE AND SERVICE IS AT YOUR SOLE RISK, AND THAT WE PROVIDE THE SITE AND SERVICE TO YOU "AS IS" AND “AS AVAILABLE,” UNLESS OTHERWISE WARRANTED IN THESE TERMS. IN PARTICULAR, WE NEITHER REPRESENT NOR WARRANT THAT YOUR USE OF OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE FROM ERROR; AND THAT ANY DEFECTS IN OPERATION OR FUNCTIONALITY WILL BE CORRECTED. WE FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
IN NO INSTANCE SHALL OUR LIABILITY TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICE OR OUR PERFORMANCE OF THESE TERMS EXCEED THE GREATER OF ONE HUNDRED DOLLARS OR THE AMOUNT YOU HAVE PAID US OVER THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM. IN ADDITION, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE ARE NOT LIABLE TO YOU FOR:
(A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT YOU MAY INCUR, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; (II) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE; (IV) ANY CHANGES THAT WE MAY MAKE TO THE SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURE WITHIN THE SERVICE); AND (V) ANY RELIANCE YOU PLACE ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE.
THE PRECEDING LIMITATIONS ON OUR LIABILITY TO YOU APPLY REGARDLESS WHETHER WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OCCURRING.
NOTHING IN THESE TERMS, AND IN PARTICULAR THE PRECEDING EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY, SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Your contract with us includes, at a minimum, these Terms. Your contract may also include “Supplemental Agreements” as you and we may agree in a separate writing from time to time. Where there is a contradiction between the Terms and any such Supplemental Agreements, the Supplemental Agreements will take precedence.
SUPPLEMENTAL TERMS FOR SUBSCRIPTION PLANS
Subscription. You may subscribe to the Service by choosing among available “Subscription Plans” whose features and costs are described on our Site. We will afford you (as well as other Registered Users affiliated with your Subscription, if any) with access to the Service for the term and with the feature-set and subject to bandwidth, capacity, and Click limitations of the Subscription Plan you choose for your respective domain(s). If you are the Subscriber of a multi-user Subscription Plan, you agree that (i) you will not allow access to the Service for a number of Registered Users in excess of the number authorized under your Subscription Plan; (ii) each Registered User who accesses the Service under your Subscription will do so before registering for, and then using, their own Account; and (iii) you will designate an “administrator” who will be responsible for supervising your Subscription Plan and those enrolled to access the Service your Subscription.
Fees and Payments. You agree to pay the Subscription fees and any other charges (including any applicable taxes) incurred in connection with the Subscription Plan you choose at the rates in effect when the charges were incurred. Payments will be payable through the credit card that we have on record for you or within 30 days of receipt of invoice if we elect to invoice you. You are responsible for any fees or charges incurred to access the Service through an Internet access provider or other third-party service. Monthly account balance and usage data are available online through the Service, and will not be separately provided to you. Our fees are payable in U.S. dollars, and are exclusive of all taxes, levies, or duties imposed by taxing authorities, for which you are responsible for payment.
Delinquent Accounts. We reserve the right to suspend your access to the Service (without any corresponding adjustment to the term) if you are delinquent in paying your Subscription fees. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. In addition, we reserve the right to impose a reconnection fee in the event we suspend your Subscription due to non-payment, and you thereafter request renewed Service. You agree and acknowledge that we are under no obligation to retain your Content, which may be irretrievably deleted if your account is more than thirty days past due.
Term. The term of your Subscription begins immediately on the date of purchase and expires on the date that the specified period of your Subscription Plan ends.
Renewal. Your Subscription will automatically renew effective on the date of its scheduled expiration for an identical term but at the then-prevailing fee unless, prior to the date that the Subscription expires, you or we terminate your Subscription. You must cancel your Subscription before it renews to avoid billing of Subscription fees for a renewal term.
Suspension. You will not be able to suspend your use of the Service at any time.
Early Termination. Either you or we may terminate your Subscription at any time prior to the end of the term if the other breaches any material provision of these Terms, including your failure to pay Subscription fees when due. In addition, you may terminate your Subscription if we materially change the features, capacity, service levels, or other metrics corresponding to your Subscription Plan; and we may terminate your Subscription at any time if (a) we are required to do so by law (for example, where our provision of the Service to you has become unlawful in the jurisdiction in which you reside; or (b) we determine in our sole judgment to discontinue the Service.
Effect of Termination. Our obligation to make the Service available to you ends immediately upon the termination of your Subscription; all other provisions of these Terms shall survive termination in perpetuity. We will allow you thirty days from the date of termination of these Terms in which to download and copy your Content from the Service, after which time we may, in our discretion, delete your Content from our system. We reserve the right to remove or discard your Content without notice for any breach, including your failure to pay Subscription fees when due. We will refund any portion of the Subscription fee paid but not yet earned, unless you terminate your Subscription without cause before the end of the term or we terminate your Subscription due to your breach of any material provision of these Terms.
governing law; resolution of disputes
These Terms shall be governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any principles of conflicts of law. You agree that you will resolve any claim, cause of action, or dispute you have with us arising out of or relating to these Terms or your access to the Site and use of the Service exclusively in the state or federal courts located in Los Angeles, California, to which you hereby expressly submit to personal jurisdiction.
GENERAL LEGAL PROVISIONS
These Terms (along with Supplemental Agreements, if any) comprise the entire contract between you and us concerning the Site and the Service, and supersedes any prior contracts we may have with you. If you are entering into these Terms on behalf of your employer or another entity, then “you” means that employer or entity and affiliates. You represent and warrant that you have all necessary right, power, and authority to enter into and perform under these Terms. These Terms do not confer any third-party beneficiary rights, nor do these Terms prohibit us from complying with the law. If any portion of these Terms is found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any of these Terms, our failure will not be deemed a waiver. Instead, any waiver of these Terms, as well as any amendment or Supplemental Agreement to these Terms, must be made in a writing that we sign. You may not transfer any of your rights or obligations under these Terms without our consent. At the same time, however, we may freely assign all our rights and obligations under these Terms in connection with a merger, acquisition, or sale of assets, or otherwise by operation of law.
You agree that any notices we send to you in relation to your use of the Service generally and to these Terms specifically may be sent via email to the address we have on file for your Account. You further agree that, with respect to changes we may make to these Terms, we may notify you either by sending an email or otherwise by posting a prominent notice on the home page of the Site for a period of time not less than ten days before the date the change takes effect. You are responsible for keeping the contact information in your Account current, and for accessing the Site periodically to view any changes to these Terms that we may make.
You, in turn, will direct questions you have to us about the Service or about these Terms in the following manner:
For General Inquiries:
For Support Requests:
For Security Breaches:
For DMCA Notices:
Demand Media and CoveritLive are registered trademarks of Demand Media, Inc. in the United States and other countries.
Copyright © 2012. Demand Media, Inc.
*The previous version of these terms dated March 3rd, 2011 are available here.